Approved Nov. 6, 2023

Article I. Name

The name of this non-profit, tax-exempt 501 (c) (3) organization shall be THE FRIENDS OF THE NEWARK FREE LIBRARY.

Article II. Purpose

The purpose of this organization shall be to promote knowledge of the function, resources, services and needs of the Newark Free Library; to receive and encourage gifts, endowments and bequests to the Friends of the Newark Free Library; to support and cooperate with the Newark Free Library in developing library services and facilities for the greater Newark, Delaware area.

Article III. Membership and Dues

Section 1. Membership in The Friends of the Newark Free Library (FNFL) shall be open to all persons or organizations that are interested in its purpose.

Section 2. Each member organization and individual member shall be entitled to one vote.

Section 3. Membership dues shall be payable annually. A membership year runs for one year (365 days) from the date on which membership dues is paid. The Board of Directors will determine the levels of membership and associated dues.

Article IV. Officers and Directors

Section 1. The FNFL Nominating Committee shall submit nominations for Officers and Directors to the membership, with the consent of the nominees, at least two weeks prior to the Annual Meeting.

Section 2. The Officers of the organization shall be President, Vice-President, Treasurer, Recording Secretary and Corresponding Secretary. There shall be six to ten at large Directors who shall perform such duties as requested by the President and/or the Board of Directors. The board size will be 11-15 Officers and Directors.

Section 3. Officers and Directors shall be elected for a term of two years by a majority vote of those present at the annual meeting. Whenever possible, President, Treasurer, and Recording Secretary will be elected in even years and the Vice-President and Corresponding Secretary in odd years. Whenever possible, half of the at-large board members shall be elected in odd years and half of the at large board members elected in even years.

Section 4. Board members may serve a maximum of four consecutive two-year terms. The Officers may serve a maximum of three consecutive two-year terms as an Officer. After serving the maximum number of terms, a Board member or Officer shall not be nominated again until one year has elapsed between the end of the last term served and the beginning of the new term for which he/she is nominated, unless an extension has been approved by the Board.

Section 5. Vacancies mid-term shall be filled by nomination from the Board President, with Board approval. A Board member or Officer who has served more than half a term shall be considered to have served the full term for the purpose of determining eligibility to serve an additional term.

Article V. Duties of Officers

Section 1. The President shall preside over and conduct all Board meetings, nominate all committee chairs, with Board approval, and serve as an ex-officio member of all committees except the Nominating committee. In addition, the President shall have general supervision of the activities of the organization. The President shall perform all the duties commonly incident to such office and such other duties as the Board shall designate.

Section 2. The Vice-President shall perform such duties as requested by the President and/or Board, and shall serve as President in the absence of the President.

Section 3. The Recording Secretary shall record official Board minutes and maintain records of the organization in the Friends central file at the Newark Free Library. The Recording Secretary, with the President as backup, shall be the records collector and ensure that records are delivered to the University of Delaware Archives. The Recording Secretary is responsible for notices issued for membership meetings.

Section 4. The Treasurer shall keep and maintain the financial records of the organization, provide financial reports to the board at all full Board meetings and to the membership at the annual meeting. The Treasurer and any other Officers with access to the organization’s funds shall be required to be bonded in an amount established by the Board. The Treasurer shall make all disbursements as authorized by the Board. The Treasurer shall file all of the required IRS and State of Delaware reports at the conclusion of the fiscal year. The fiscal year is June 1-May 31.

Section 5. The Corresponding Secretary is responsible for acknowledging all donations to the FNFL, and for other correspondence as requested by the President.

Article VI. Board

Section 1. The Board shall consist of the Officers and Directors of the organization. The Library Manager and a representative of the County Library Advisory Board shall serve as ex-officio members of the Board.

Section 2. Place, date and time of Board meetings shall be determined by the President, publicized among all Board members and posted on the FNFL website.

Section 3. A majority of the Board shall constitute a quorum at Board meetings

Article VII. Nominating Committee

Section 1. There shall be a Nominating Committee consisting of at least three members. They shall be nominated by the President and approved by the Board of Directors. Members may serve no more than one two-year term.

Section 2. The President shall appoint the committee chair, with Board approval, from among the Nominating Committee members. Section 3. Officer and Director nominations shall be presented to the membership at least 14 days prior to the annual meeting.

Article VIII. Other Committees

Section 1. The Board of Directors may establish other committees, standing committees, special committees and/or task groups, as needed. All committees shall report to the Board.

Section 2. The President shall nominate all committee chairs, for Board approval. The members of a committee shall be determined by the Committee Chair.

Section 3. Each committee may determine the procedural rules for meeting and conducting its business.

Section 4. Committees are not required to meet formally to take action and such committees may take action through in person meetings, telephone meetings, through electronic communication, by written consent or otherwise

Article IX. Meetings

Section 1. An annual meeting shall be held in the spring of each year, no later than May 31, on a date to be determined by the Board. Members shall be notified in writing at least two weeks prior to the meeting.

Section 2. An emergency, special or rescheduled meeting of the full Board may be called by the President. Board members shall be notified in writing or via electronic mail at least one week prior to the meeting.

Section 3. A special meeting of FNFL, as an organization, may be called by the President, with Board approval. FNFL members shall be notified in writing at least two weeks prior to the special meeting.

Section 4. Board members may participate in a meeting of the Board in person, or by means of conference telephone or other electronic communications equipment, with which all persons participating in the meeting can hear each other. Board participation at any meeting of the Board as per this section of the bylaws shall constitute presence in person at such meeting.

Section 5. When necessary, in order to expedite action on a time-sensitive issue or opportunity, and at the discretion of the President, a motion may be put forth to the Board members via email or other means of electronic communication. Board members may then cast their votes via email or other means of electronic communication. The President will tally the votes and notify the Board members of the outcome. The President and Recording Secretary will keep written records of such motions and outcomes.

Article X. Fiscal Responsibilities of the Board of Directors

Section 1. The fiscal year is June 1- May 31. If a change is made, it must be reported to the IRS.

Section 2 Any donations, membership dues, bequests, and any other gifts made to the Friends shall be accepted or collected as authorized by the Board of Directors. Section 3. All funds of the Friends shall be deposited to the credit of Friends under such conditions and in such financial institutions as shall be designated by the Board of Directors.

Section 4. Approvals of signatures necessary on contracts, checks, and orders for the payment, receipt, or deposit of money and access to securities of the Friends shall be provided by resolution of the Board.

Section 5. Budget: The Board of Directors shall approve the annual budget of estimated revenue and expenses prior to June of each year. No expense shall be incurred that is not budgeted, without prior approval of the Board.

Section 6. A financial review shall be performed annually, following the close of the fiscal year.

Section 7. The Treasurer shall submit financial reports, to the Board for review at all full Board meetings. A summary report of the financial status of the Friends shall be presented annually to the membership at the FNFL annual meeting.

Section 8. In the event of dissolution of this organization, the assets shall be dissolved according to the procedures required by law, with consideration preferably to the Newark Free Library or another tax-exempt organization relating to libraries.

Section 9. No Director or Officer shall be personally liable for the payments of debts of the organization, except such Directors or Officers may be liable by reason of their own conduct or acts.

Section 10. The organization shall maintain insurance, at its expense, to protect itself and any Director, Officer or agent of the organization, partnership, joint venture, trust, or other enterprise against any expense, liability of loss, whether or not the organization would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Article XI. Restrictions

Section 1. The net income of the organization shall not insure in whole or in part to the benefit of any individual.

Section 2. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code.

Section 3. This organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this organization shall not engage in any activities not permitted (a) by a Corporation exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Article XII. Amendments

Amendments to these by laws may be made at any meeting of the general membership, by a two-thirds vote of those present, after notification in writing, or electronically, to each member at least two weeks prior to the meeting at which time the voting is to take place.

Article XIII. Parliamentary Procedure

The rules contained in the most current Robert’s Rules of Order shall be the parliamentary authority governing the meetings of the Board, committees and membership subject to the laws in the State of Delaware, these bylaws and any special rules of order adopted by FNFL.

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