ARTICLE I - OFFICES

The corporation shall maintain a registered office in the State of Illinois and a registered agent at such office. The corporation may have other offices within or without the state.

ARTICLE II - MISSION

The mission of the Friends shall be:

  1. To stimulate public interest in the Library and its activities;
  2. To communicate the Library’s needs to the community and local governmental bodies;
  3. To enrich the cultural opportunities available to the community through the Library;
  4. To share the enthusiasm for books and other materials and the ideas they engender;
  5. To solicit volunteers for activities of the Library and the Friends organization; and,
  6. To supplement Library services not provided by public funds.

    ARTICLE III - MEMBERS

Section 1. Membership. Membership shall be open to all persons or entities who wish to promote, improve and assist the Batavia Public Library.

Section 2. Classes of Members. There shall be three (3) classes of members: Individual, Organizational, and Honorary. The privileges and obligations of each class shall be as follows:

  1. Individual Members shall have all of the obligations and privileges of membership, including, but not restricted to, the right to vote on all questions brought before the membership; and, the right to serve as an officer or director or committee chairperson.

  2. Organizational Members shall not have the right to vote on questions brought before the membership, nor shall they have the right to serve as an officer, director or committee chairperson. In all other respects they shall have the same rights, privileges and obligations of Individual Members.

  3. Honorary Members shall have no obligations as members, but shall have all of the privileges of membership except they will be subject to the same restrictions as Organizational Members.

Section 3. Transfer of Membership. Membership in this Corporation is not transferable or assignable.

Section 4. No Membership Certificates. No membership certificates of the Corporation shall be required.

Section 5. Classes of Members. The Board, by resolution, may create classes of memberships within any type of Membership; and, by resolution, provide for a dues structure for each such class of membership.

Section 6. Members In Good Standing. Payment of the annual dues is required in order to be a Member in Good Standing. Only Members in Good Standing shall have any of the privileges of membership.

ARTICLE III- MEETINGS OF MEMBERS

Section 1. Annual Membership Meeting. An annual meeting of the members shall be held prior to the close of the fiscal year, at such time and place as may be fixed by the Board of Directors.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than ten members in good standing.

Section 3. Notice of Meetings. Notice of any meetings of the membership shall be published in one or more local newspapers and by posting the same on the library bulletin board at least three (3) weeks prior to the date of the meeting. The notice shall state the place, date and time of the meeting; and, if it is to be a special meeting, it shall also state the purpose of the meeting.

Section 4. Record Date. The record date for any meeting of the members shall be the date on which notice is delivered.

Section 5. Quorum. Ten per cent of the members who would be eligible to vote at that meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 6. Action Without Meeting. Any action required to be taken at a meeting of the members of the corporation, or any other action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either by all of the members entitled to vote with respect to the subject matter thereof, or by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting.

If a consent is signed by less than all of the members entitled to vote then at least five (5) days prior to the effective date of such consent a notice in writing of the proposed action shall be delivered to all of the members entitled to vote with respect to the action taken. Notice shall also be given, promptly after the effective date of such consent, to all members entitled to vote who have not consented.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

Section 2. a.) Number, Tenure and Qualifications. The number of Directors shall be not less than five (5), nor more than twenty (20). The initial Board of Directors shall consist of five (5) members. Directors shall be elected annually by the members at the annual meeting of the members. If the election of Directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each Director shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or is removed from office. Directors must be members of the corporation. The Book Sale Chair shall be a Director. The number of Directors may be increased to any number or decreased to not fewer than five (5) from time to time by amendment of this section.

Section 2. b) Ex officio Directors. In addition to the Directors elected by the membership, the Director of the Batavia Public Library and one (1) member of the Board of Trustees of the Batavia Public Library District shall be ex officio members of the Board of Directors. Ex officio Directors shall have no voting rights.

Section 3. Annual Meetings. An annual meeting of the Board of Directors shall be held without further notice, immediately after, and at the same place as, the annual meeting of members.

Section 4. Other Regular Meetings. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days prior thereto by written notice to each director at the address shown for such director on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business. The purpose of, any regular or special meeting of the Board need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 7. Quorum. At all meetings of the Board of Directors a majority of the total number of Directors shall constitute a quorum for the transaction of business, provided that if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, the articles of incorporation or these Bylaws.

Section 9. Action Without Meeting. Any action required to be taken at a meeting of the Directors of the corporation, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting fourth the action so taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof.

Section 10. Removal From Office. Directors who miss three regular meetings of which they had notice, without notifying the President in advance, may be removed from office by a majority of the Directors at a regularly scheduled meeting of the Board. All vacancies in the Board may be filled by the Board. Such appointed Directors shall serve for the unexpired term of the replaced Director.

ARTICLE V - COMMITTEES

Section 1. Creation of Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one (1) or more committees, each of which shall consist of one (1) or more Directors and such other persons as the Board shall appoint.

Section 2. Term of Office. Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 3. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 5. Action Without Meeting. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.

Section 6. Attendance by Telephone. Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 7. Nominating Committee. The Board of Directors, at its Autumn Meeting, shall appoint a committee of three (3) members who shall formulate a list of members who have indicated a willingness to serve as Directors for the following year. If there are more nominees than vacancies, there shall be an election at the annual meeting. Otherwise, those persons nominated, on motion duly made and seconded, shall be deemed elected as Directors for the following year.

ARTICLE VI - OFFICERS

Section 1. Enumeration. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer. The Board of Directors may also elect one or more additional vice-presidents, one or more assistant secretaries or assistant treasurers and such other officers as it shall deem appropriate. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary. A director may be an officer.

Section 2. Term of Office. The officers of the corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified or until their death, resignation or removal. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Any officer elected by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby.

Section 3. President. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, the president shall have general supervision, direction and control of the business and affairs of the corporation and shall perform all duties incident to the office of president and such other duties as may be assigned to him or her by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors, the president may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The president may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.

Section 4. Vice President. The vice president shall perform such duties and have such other powers as shall be assigned to him or her by the president or the Board of Directors. Further, in the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

Section 5. Secretary. The secretary shall keep a record of all proceedings of the Board of Directors and of the meetings of the general membership in a book to be kept for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; and perform all duties as from time to time may be assigned to him or her by the president or by the Board of Directors.

Section 6. Treasurer. The treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the corporation; have charge and custody of all funds and securities of the corporation, and be responsible for the receipt and disbursement thereof; and perform all duties incident to the office of a treasurer and such other duties as may be assigned to him or her by the president or the Board of Directors. With the approval of the Board of Directors, the treasurer may delegate specified duties to an assistant treasurer or other person for the effective conduct of the affairs of the corporation.

Section 7. Membership Chairman. The membership chairman shall be responsible for formulating and recommending to the Board of Directors, programs intended to retain current members and attract new members and, maintain in a roster of members, which shall include a current mailing list for use by the corporation.

Section 8. Publicity Chairman. The publicity chairman shall be responsible for publicizing the activities of the Friends, including providing articles for publication in the Batavia Public Library newsletter.

ARTICLE VII - GENERAL PROVISIONS

Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the secretary and countersigned by the president of the corporation.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. On the corporate seal shall be inscribed the name of the corporation and the words "Corporate Seal" and "Illinois".

Section 5. Waiver of Notice. Whenever any notice is required to be given under law, the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 6. Dues. The Board of Directors may determine the amount of annual dues payable to the corporation by each type of member.

Section 7. Amendments. The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation or the policy statement of the Friends of the Library as adopted by the Batavia Public Library Board of Trustees.

ARTICLE VIII - INDEMNIFICATION AND INSURANCE

Section 1. The corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2. The corporation may indemnify any person who was or is party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgement in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper.

Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VIII, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. Any indemnification under Sections (1) and (2) of this Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section (1) and (2) of this Article VIII. Such determination shall be made (I) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the members entitled to vote, if any.

Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article VIII.

Section 6. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII.

Section 8. If the corporation has paid indemnity or has advanced expenses under this Article VIII to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of such members.

ARTICLE IX - AMENDMENTS

These Bylaws maybe amended by the Board of Directors at a special meeting called for that purpose.

ARTICLE X - DISSOLUTION

In the event of dissolution of this corporation, all assets of the corporation, after payment of any obligations of the corporation, shall be transferred to the Batavia Public Library Trustees for such uses as said Trustees shall deem appropriate.

Revised 8-24-05