The corporate bylaws set out how the corporation will be run. These
rules may be limited by California corporations law and govern things like
delegation of authority, whether there will be voting members, and other
basic operating procedures. They provide important insight into the
structure of the organization.
October 1, 2003 and ratified at the Annual Meeting on October 30,
NAME OF ORGANIZATION
Section 1 - The name of this Corporation shall be Friends of the Palo Alto Public Library. The Friends of the Palo Alto Public Library shall also be known as
"The Friends of the Palo Alto Library" or "FOPAL".
Section 1 - The purposes for which this Corporation is formed are:
a) The specific and primary purposes are to maintain an association of people interested in enriching and publicizing the resources of the library, and to support library activities in the interest of the community.
b) The general purposes and powers are to secure cooperative action in advancing the common purposes of its members, foster enjoyment of books within the community, to support and promote activities aimed to develop the Palo Alto Public Library as a constantly growing source of education and culture.
Section 1 - Membership shall be open to all persons, businesses and organizations sharing in the objectives of the Corporation as set forth in its Articles of Incorporation (hereinafter referred to as FOPAL).
Section 2 - Membership is obtained by the payment of annual dues, or lifetime membership, or other criteria, as set by the Board of Directors.
Section 3 - Voting rights: Members in good standing can vote on issues presented to the membership at the General Meeting or special meetings as hereinafter set forth.
Section 1 - All meetings shall be open to the public.
Section 2 - There shall be at least one General Meeting of the membership per year. The Annual General Meeting shall be held before the end of October at a time and place designated by the Board of Directors.
Section 3 - Special meetings of the membership may be called by the President or by written petition of ten percent of the membership filed with the Secretary. Upon filing of said petition, it will be the duty of the President to call such a meeting within 30 days.
Section 4 - Notice of General and Special Meetings shall be given in writing to the membership at least fifteen (15) days before such meetings. If an election is to be held, the proposed slate shall be included in the notice. In the case of Special Meetings, the general nature of the business to be transacted shall be included.
BOARD OF DIRECTORS
Section 1 - Nomination and Election:
a) Nominating Committee: The Nominating Committee is elected by the Board and includes at least two Directors (not including the President) and one member-at-large. The nominating committee shall elect its own chair at their first meeting.
b) Nomination: The nominating committee shall compile a slate of nominees for all the Directorsí positions which are or will become vacant, and present it to the membership at the Annual General Meeting. Nominations from the floor are permitted.
c) Election: Directors shall be elected by a majority vote of the members present at the Annual General Meeting.
Section 2 - Number: The number of Directors shall not exceed 18. The Director of Libraries for the City of Palo Alto and/or a regular alternate named by the Director shall be ex-officio non-voting members of the Board of Directors.
Section 3 - Powers: Subject to the Non-Profit Corporation Law of the State of California, all corporate powers shall be exercised by, or under authority of, and the business and affairs of FOPAL shall be controlled by, itís Board of Directors.
Section 4 - Terms of Office: Directors shall hold office for two years, with one-half of the Directors elected in alternate years. The term of office shall begin on January 1st.
Section 5 - Quorum: For purposes of corporate action at Board Meetings, a quorum shall be one half of the occupied Directorsí positions plus one.
Section 6 - Vacancies: If any Directorís or officerís position becomes vacant, the unexpired term may be filled by any member in good standing who has been nominated by the President and approved by the Board of Directors.
Section 1 - The officers of FOPAL shall be President, Vice-President, Secretary, Treasurer, and Assistant Treasurer. FOPAL may have, at the discretion of the Board of Directors, such other officers as may be deemed necessary for FOPALís operation.
Section 2 - Election of Officers. Officers shall be elected by the membership at the Annual General Meeting. The Nominating Committee shall present a slate of candidates, and other candidates may be nominated from the floor.
Section 3 - Terms: Officers shall hold office for one year beginning on the first of January. No person shall serve more than three full consecutive terms in the same office.
Section 4 - Duties of Officers: The duties and responsibilities of each officer shall be as defined in the Parliamentary Authority and Standing Rules.
Section 5 - Vacancies.
a) President - If the office of President becomes vacant, the Vice President shall finish the Presidentís term.
b) Other vacancies- The President shall nominate candidate(s) to the Board of Directors for the vacancies. The Board of Directors shall ratify the appointment(s).
c) Except on an interim basis, no person shall occupy more than one office at a time.
Section 1 - Standing Committees. The Board shall appoint the following standing committees: Membership, Finance, Nominating, Book Sales, and Publicity/Public Relations.
Section 2 - Other Committees. Committees may be created and dissolved by the Board as needed.
Section 1 - All Board and membership meetings shall be conducted in accordance with the latest edition of Robertís Rules of Order.
AMENDMENT OF BY-LAWS
Section 1 - These articles may be amended or repealed or new by-laws adopted by the affirmative vote of two thirds of the members present at an Annual or Special Meeting provided the proposed changes have been made available in writing to the membership at least fifteen days prior to the meeting.
Amended & Revised 11/01/86;
Amended & Revised 02/14/94;
Amended & Revised 10/16/95;
Amended & Revised 12/06/95;
Amended & Revised 11/03/98;
Amended & Revised 07/10/02;
Amended & Revised 10/01/03