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By-Laws (Older Version)

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.

This version of the bylaws were adopted on July 10, 2002 and then amended subsequently on October 1, 2003.

ARTICLE I
NAME AND OFFICES

Section 1.1 - The name of this Corporation shall be Friends of the Palo Alto Public Library (hereinafter "Corporation").

Section 1.2 - The principal office of the Corporation is located at the Palo Alto Downtown Library, 270 Forest Avenue, Palo Alto, 94301, in the County of Santa Clara, California.

ARTICLE II
PURPOSES

The purposes for which this Corporation is formed are:

a) To develop a growing association of people interested in enriching and supporting the Palo Alto City Library (hereinafter, "Library"). 

b) To secure cooperative action in advancing the common goals of its members, to foster enjoyment of Library services and collections within the community, and to support and promote activities aimed at developing the Library as a constantly growing source of education and culture.

ARTICLE III
MEMBERSHIP

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.

Section 2 - A membership may be 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.

ARTICLE IV
Meetings

Section I - There shall be at least one General Meeting of the membership per year. The annual General Meeting shall be held at a time and place designated by the Board of Directors. Special meetings of the members may be called by the President or by written petition of ten per cent of the membership filed with the Secretary of the Board. Upon filing of said petition, it will be the duty of the President to call such a meeting within 30 days.

Section 2 - Notice of General and Special Meetings shall be given in writing to the membership 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.

Section 3 - All meetings shall be open to the public.

ARTICLE V
Nomination and Election

Section 1 - The Nominating Committee shall be appointed by the President at least 90 days prior to the general meeting, and shall consist of three members of the Board (not including the President) and one member-at-large. Any member can volunteer to be a candidate for the Board.

Section 2 - The Nominating Committee shall file with the Secretary, for review and approval by the Board of Directors, its nominations for Directors and Officers. The Secretary shall present the slate of Directors to the membership at least fifteen (15) days prior to the General Meeting. At the General Meeting any voting member may make nominations from the floor.

Section 3 - Directors shall be elected by a majority vote of the members present at the annual General Meeting.

ARTICLE VI
Directors

Section 1- Number: The number of the Board of Directors shall not be more than 18. The Director of Libraries for the City of Palo Alto and/or a regular alternate named by the Director shall be ex-officio members of the Board.

Section 2 - 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 the Corporation shall be controlled by, its Board of Directors.

Section 3 - Directors shall hold office for two years, with one-half of the Directors elected in alternate years. The term of office shall take effect immediately after the General Meeting.

Section 4 - For purposes of corporate action at Board Meetings, a quorum shall be ten Board Members.

Section 5 - If any Director's position becomes vacant, the vacancy for the unexpired term may be filled by a majority vote of the Board of Directors.

ARTICLE VII
Officers

Section 1. The officers of the Corporations shall be a President, a Vice-President, a Secretary, a Treasurer, and an Assistant Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as may be deemed necessary for the operation of the Corporation. 

Section 2. Election of Officers. At the first scheduled board meeting after the annual General Meeting the newly elected directors and those directors beginning the second year of their two-year term shall hold an organization meeting at which the directors will elect from their number a President, Vice President, Secretary, Treasurer, and Assistant Treasurer These officers will hold office for one year.

Section 3 - The President shall be the chief executive officer of the Corporation: who shall preside at all meetings of the membership and the Board of Directors, shall be ex-officio member of all committees except the Nominating Committee, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are implemented, and shall exercise such other powers and perform such other duties as shall be determined by the Board of Directors.

Section 4 - The Vice President shall, in the absence or disability of the President, perform the duties and exercise powers of the President and shall perform other duties as the Board of Directors shall direct.

Section 5 - The Secretary shall be responsible for issuing notices and keeping minutes of meetings of the Board of Directors and membership. The Secretary shall be responsible for a permanent file of the records of the Corporation and membership register showing the names of the members and their committee membership.

Section 6 - The Treasurer or the Assistant Treasurer shall have the custody of the corporate funds and shall keep accounts of the corporate business transactions. The Treasurer or Assistant Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements, shall render to the President and Directors at regular meetings of the Board of Directors whenever the Board may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation and shall exercise such other powers and perform such other duties as shall be determined by the Board of Directors. The Treasurer shall cause to be filed with the proper state and federal officials the status of the Corporation, and shall file state and federal income tax forms as required by law. At the General Meeting, the Treasurer shall present a complete balance sheet and a full statement of income and expenses for the fiscal year.

Section 7 - If any of the foregoing offices become vacant, the vacancy for the unexpired term may be filled by the President with the approval of the Board of Directors.

ARTICLE VIII
Changes in By-Laws

These articles may be amended or repealed or new By-Laws adopted:

Section 1 - By the affirmative vote of a majority of the Board of Directors at any regular or special meeting of such Board subject to the power of the members to change or repeal the By-Laws; or

Section 2 - By the vote or written assent of a majority of the members of the Corporation.

ARTICLE IX
Accounts

The Corporation shall maintain a bank account and investment accounts in the name of the Friends of the Palo Alto Public Library.

ARTICLE X
Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July and end on the 30th of June in the year following.

ARTICLE XI
Parliamentary Rules

All Board and membership meetings shall be conducted in accordance with the latest edition of Robert's Rules of Order.

Amended 10/14/80;
Amended 01/13/86;
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
 

Friends of the Palo Alto Library (FOPAL) is a non-profit 501(c)3 public benefit corporation, dedicated to helping Palo Alto's Public Libraries.  Contact us at info@friendspaloaltolib.org or PO Box 41, Palo Alto, CA 94302-0041.  Privacy Policy

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