Association Bylaws

Bylaws of the Friends of the Dana Point Library

A California Non-Profit Public Benefit Corporation

Approved and adopted by the board of directors on August 8, 2013.
Amended on September 16, 2015.
Amended on January 25, 2017.
Amended on April 19, 2017.
Amended on December 19, 2018.
Amended on May 23, 2023.

These Bylaws supersede all previous Bylaws of the organization except where prohibited by law.

Article I
Organization

1. The name of the organization shall be: Friends of the Dana Point Library. The non-profit is an ‘Exempt Organization’ under section 501(c)(3) of the Internal Revenue Code.

2. The organization may by a majority vote of the membership body change its name.

Article II
Purposes

The purposes of the organization are as follows:

1. To create public awareness and support for the library facilities and programs.

2. To further understanding and communication between the library and the community.

3. To establish a means to raise funds, receive economic gifts, grants, endowments and provide services for the sole benefit of the Dana Point library.

Article III
Membership

1. Membership in this organization shall be open to all individuals or organizations in agreement with its purposes.

2. Classes of membership and dues shall be determined and changed by the Board providing that the rights of existing members are not reduced.

3. The membership year shall begin on January 1 and end on December 31 of each year.

Article IV
Meetings

1. The annual general meeting of this organization shall be held on the second Wednesday of February except if this day is a legal holiday. In that event, the Board of Directors shall fix the day no later than two weeks from the second Wednesday of February.

2. The Secretary shall ensure that a notice telling the time and place of such annual meeting is mailed or emailed to every member in good standing as of December 31 of the preceding year.

3. The final agenda of the annual general meeting shall be posted at least three (3) business days before the meeting on the website and at the entrance to the organization’s book store. Off-agenda issues may be presented at the open comments section and will be considered at that meeting with concurrence of the Board President.

4. The annual general meeting, monthly Board meetings and any special meetings of this organization shall be held in the community room of the Dana Point Library, or failing availability of this venue, in an appropriate place in Dana Point open and accessible to the public.

5. The actual presence of not less than twenty (20) of the members shall constitute a quorum at the annual general meeting but a lesser number will adjourn the meeting for a period of not more than two (2) weeks from the date scheduled. The secretary shall mail or email a notice of this scheduled meeting to all those members. The required quorum at each adjourned meeting shall be reduced by five (5) for each adjournment.

6. Special meetings of this organization may be called by the President or a majority of the Board when they deem it for the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members at least ten (10) days before the scheduled date. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.

7. At the request of four (4) members of the Board of Directors or at least ten (10) percent of the members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

8. No other business but that specified in the special meeting notice may be transacted without the unanimous consent of all present at such meeting.

9. Minutes shall be kept of all meetings by the Secretary and after Board approval the minutes must be signed by the chair/President and the Secretary. Minutes must be mailed or emailed to all members, posted at the bookstore or website. All minutes will be stored by the Secretary and open to membership viewing, except those records that refer to personnel, and pending litigation.

10. All meetings shall be conducted according to ‘Robert’s Rules of Order (Revised)’, except when in conflict with these Bylaws or with the laws of the State of California.

Article V
Voting

1. Voting other than by voice for the annual general meeting or any special meeting shall be used by those present at all meetings. Proxy voting may be used at all meetings; for election of officers, ballots shall be provided; there shall not appear any place on such ballot that might identify the person who cast such ballot.

2. At any general or special meeting, if a majority so requires, any question may be voted upon by ballot.

3. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three (3) who shall act as ‘Inspectors of Election’ and who shall, at the conclusion of such balloting, certify in writing to the Chair the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

4. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

5. ‘Robert’s Rules’ shall determine the vote required to carry a motion on which the membership may vote, provided that the quorum requirement where applicable is met.

Article VI
Funds

1. The fiscal year shall be from January 1 to December 31 each year.

2. Books of accounts shall be kept of all financial matters.

3. No change in banking accounts or investments shall be undertaken without the approval of the Board.

4. No funds over $300 shall be distributed without approval of the Board.

5. All checks equal to or greater than $100 must be signed by two (2) Officers, one of whom must be the Treasurer or the President. Checks less than $100 will require one (1) signature by the Treasurer or the President.

6. The Board shall appoint an independent reviewer, who shall not be an Officer, to review annually the financial statements and processes. The books will be closed on December 31 and the results of the internal review will be presented to the Annual General meeting.

7. All claimed expenses and reimbursements must be verified by receipts or invoices.

8. For purposes of transparency of operations, the monthly and annual summary reports of financial transactions shall be available for public viewing on the organization’s website.

Article VII
Board of Directors

1. The business of this organization shall be managed by a Board of Directors consisting of seven (7) members out of whom four (4) shall act as the Officers.

2. An Election committee shall manage the nomination and election of Directors each year. The election committee members shall be appointed by the President in December of each year, and shall consist of one (1) retiring Board member and two (2) non-Board members. The chair shall be a non-Board member. This committee shall follow the applicable Board-approved operating procedures.

3. The terms of directors shall be staggered. Three (3) directors will be elected on the odd numbered years, and four (4) directors on the even numbered years. Each director will serve for a period of two (2) years.

4. The Directors of the organization shall be chosen at the Annual General meeting in February each year, and shall serve from the first of March through to the end of the February of the relevant year of the duration of each directorship. Each member shall have one (1) vote for each open position. If the number of candidates are as many as or fewer than the open positions, an election will not be held. The candidates will then fill the open positions. Vacancies will be filled per Section 12. If the number of candidates are higher than the number of open positions, or if a candidate was appointed to serve an open position and there is still time remaining on that position at the time of election, the appointed position must be filled by election for the remaining term. Therefore, an election will be held for the two year positions and the remaining one year term. The votes of members present at the meeting, those voting by proxy, shall determine the outcome of the election. The candidates receiving the greatest number of votes shall be declared the winners, in the order of the two-year open positions. After the two year positions are filled, then the next candidate in the order of receiving the most votes will serve the one-year open position.

5. The Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

6. At least four (4) of the members of the Board of Directors shall constitute a quorum except where otherwise stated.

7. The meetings of the Board of Directors shall be held monthly, and at least ten (10) times in the year.

8. Board meetings shall be open for attendance by all Association members, except that motions and voting shall be limited to the directors.

9. The agenda for Board meetings shall be emailed to Board members, published on the website or via Constant Contact and at the entrance to the organization’s book store at least three (3) days before the meeting. Issues not on the agenda may be presented at open comments section and will be discussed if agreed by the majority or be considered at the next meeting.

10. Each director shall have one (1) vote and such voting may not be done by proxy.

11. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

12. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year. The appointed Board members must stand for reelection to the remainder of the term at the next annual meeting.

13. The President of the organization by virtue of her/his office shall be Chairman of the Board of Directors.

14. The Board will assign responsibilities to the non-Officer members of the Board.

15. Officers shall serve no more than three (3) years in the same office within a five (5) year period but for the Treasurer who may serve for a greater period at the discretion of the Board. Any changes to the term limits can be amended by a unanimous vote by the Board and documented each year.

16. The Board may only make decisions on major expenses of over $5000.00, or proceeding with litigation at a formally called meeting at which at least five (5) directors are present and with at least two-thirds (⅔) of the directors voting in favor of the motion.

17. A director may be removed for flagrant or repeated breaches of the bylaws.

18. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing at which at least five (5) of the remaining directors must be present. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

19. The Board may remove any Director who has three (3) consecutive absences, or four (4) absences within a six (6) month period, from regular Board meetings without leave of absence.

20. The Board will appoint the Bookstore Manager who shall be responsible for the efficient day-to-day management of the Bookstore. The Board shall evaluate her/his performance annually before the Annual General Meeting. The Board is empowered to dismiss the Bookstore Manager for failure of performance.

21. The Senior Administrative Librarian of the Library, or her/his nominee, is encouraged to attend meetings of the Board to provide liaison between the Association and the Library.

22. The Board shall ensure that Errors and Omissions insurance is taken out to protect the Association against business liability, and to protect the Officers and Directors in their capacities.

Article VIII
Officers

1. At the first meeting after the election each year, the Board of Directors shall choose from amongst the directors the Officers of the Organization for the year.

2. The four (4)officers of the organization shall be as follows:

President, Vice President, Secretary, Treasurer.

3. The Officers shall set the policies, establish goals and strategies, and create the tone of behavior for the organization. Also, to lead by example and create a culture of trust, collaboration, openness and results.

4. All Board members must be members of Friends of the Dana Point Library organization.

5. No officer shall for reason of her/his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

The President:

1. She/he shall preside at all membership meetings.

2. She/he shall by virtue of her/his office be Chairman of the Board of Directors.

3. She/he shall be responsible for setting each meeting’s agenda.

4. She/he shall present at each annual meeting of the organization an annual report of the work of the organization.

5. She/he shall oversee all books, reports and certificates required by law are properly kept or filed, and are available for review by members.

6. She/he shall be one of the officers who may sign the checks or drafts of the organization.

7. She/he shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President:

1. She/he, in the event of the absence or inability of the President to exercise her/his office, shall assume all the rights, privileges and powers as if she/he had been the duly elected president.

2. She/he shall be responsible for the oversight and for the direction of the Bookstore, and will be an ex-officio member of the Bookstore Committee.

3. She/he shall be one of the officers who may sign the checks or drafts of the organization.

The Secretary:

1. She/he shall keep the minutes and records of the organization in appropriate books.

2. It shall be her/his duty to file any certificate required by any statute, federal or state.

3. She/he shall give and serve all notices to members of this organization.

4. She/he shall be the official custodian of the records and seal of this organization.

5. She/he shall be one of the officers who may sign the checks or drafts of the organization.

6. She/he shall attend to all correspondence of the organization and present at members and Board meetings relevant communication addressed to her/him as Secretary of the organization.

7. She/he shall be responsible for the integrity of the membership roll.

The Treasurer:

1. She/he shall be accountable for all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. She/he shall cause to be deposited in a regular bank or trust company the funds of the organization which shall be deposited as a checking account except that the Board of Directors may cause some funds to be invested in such investment accounts as shall be legal for a non-profit corporation in this state.

2. She/he must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

3. She/he shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

Article IX
Committees

1. All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors.

2. The chairman of a standing committee shall report to the Board.

3. Special committees shall be appointed by the President with approval of the Board.

4. The standing committee shall be:

The Bookstore Committee

This committee consist of at least five (5) members, and shall be chaired by the Bookstore Manager who shall appoint to it, at her/his discretion, shift managers or other Bookstore volunteers.

The committee shall establish and maintain procedures and operating practices in the Bookstore.

The President shall be accountable that a report is made at the monthly Board meeting on Bookstore activities and decisions of the Bookstore Committee.

Article X
Amendments

1. Any member may initiate a proposed amendment to the Board. Such a proposal must be submitted to the Board four (4) weeks prior to the meeting at which it will be considered.

2. These Bylaws may be amended at any meeting of the Board by a simple majority vote of directors attending.

3. All amendments shall become effective upon adoption by the Board.

Article XI
Indemnification

To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any ‘proceeding’, as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section.

‘Expenses’, as used in this bylaw, shall have the same meaning as in that section of the Corporation Code. On written request to the board by any person seeking indemnification under the Corporation Code section 5238(b) or section 5238(c), the board shall promptly decide under Corporation Code section 5238(e) whether the applicable standard of conduct set forth in Corporation Code section 5238(b) or section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification, because the numbers of directors who are parties to the proceedings with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to the proceeding, the board shall promptly call a meeting of the members. At that meeting, the members shall determine under Corporation Code section 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or proxy shall authorize indemnification.

Article XII
Dissolution and Termination of Association

In event of dissolution of the organization, all assets of the Friends of the Dana Point Library will be liquidated and the proceeds turned over to the Orange County Public Library for use in the Dana Point Library.

Adopted by the Board of Friends of the Dana Point Library on May 23, 2023:

Signed:
President

Signed:
Vice President

Signed:
Treasurer

Signed:
Secretary

Signed:
Director

Historical Association Bylaws

These Bylaws are posted below in PDF format: