AMENDED BYLAWS OF THE FRIENDS OF THE ANACORTES PUBLIC LIBRARY
A WASHINGTON NONPROFIT CORPORATION

ARTICLE I. NAME

The name of the organization is the Friends of the Anacortes Public Library, also referred to as the “Friends”, “Friends of the Library” or “FoL”.

ARTICLE II. NONPROFIT STATUS AND PURPOSE

2.1 Nonprofit Status. The Corporation is organized exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2.2 Purpose. The purpose of the Friends of the Anacortes Public Library is to maintain an association of persons interested in libraries; to stimulate the use of the Anacortes Public Library's resources and services; to receive and encourage gifts, endowments, and bequests to the library; to support and cooperate with the library in developing library services and facilities for the community; and, to support the freedom to read as expressed in the American Library Association's Bill of Rights.

ARTICLE III: MEMBERSHIP AND ANNUAL MEETING

3.1 Members. Friends' membership shall be open to all persons who are in sympathy with the organization’s purpose as stated in Article II.

3.2 Annual Meeting. The annual meeting of the membership shall be held during November of each year, or an alternative date, time, and place of the meeting may be chosen by the Board of Directors (the" Board"). Members shall be informed of the agenda, time, and place of the annual meeting at least two weeks before the date of the meeting by postings on the Friends' and Library's websites, and notices in the FriendShop bookstore.

3.3 Quorum. The Friends members attending the Annual Meeting shall constitute a quorum for the transaction of business of the Annual Meeting.

ARTICLE IV: GOVERNANCE

4.1 Board Membership. The Board of Directors shall have not fewer than three nor more than nine members. The Board may change the number of Directors at any regular board meeting by majority vote of the Directors present and voting. The change shall be confirmed at the next annual membership meeting. Board members shall be elected for three (3) year, staggered terms. They shall serve no more than three consecutive terms. A former board member, who has not served for at least one year, may be nominated for another 3-year term. If elected, that term will start at the date of the annual meeting.

4.1.1. Conflicts of Interest. In order to avoid any conflicts of interest, FOL Board members cannot also be members of the Anacortes Library Foundation, nor the Library Board of Trustees. Board members also cannot be employees of the Anacortes Library. This article does not preclude members of those organizations participating in FoL meetings.

4.2 Vacancies. Vacancies in the Board are addressed in Article 5.10.

4.3 Nominations for the Board. The process for nominating and filling positions on the Board of Directors is as follows:

4.3.1 Nominations for open positions on the Board will be solicited at the September monthly meeting of the Friends. All nominees must have attended at least one Friends’ meeting previously and be willing to serve. Prospective Board members will be asked about their previous life, work, and volunteer experience and why they wish to serve on the Friends’ board.

4.3.2 At the October monthly meeting of the FoL, nominations will be taken from attendees, and nominations will close at the end of the meeting.

4.3.3 At the Annual Meeting in November, the membership shall elect, from the slate of nominees, members necessary to fill the open positions.

4.4 Election of Officers. At the discretion of the Board, the officers shall be one or more President(s), one or more Vice President(s), Treasurer, and one or more Secretary(ies). Following the Annual Meeting, the Board shall elect Officers to serve until the election of new Officers following the next Annual Meeting. The election will be by show of hands or ballot, at the discretion of the presiding President. This election can occur either immediately following the Annual Meeting, or at the next regularly scheduled monthly meeting.

4.5 Regular Meetings. Regular meetings of the Board shall be held monthly, on the second Thursday of the month, or otherwise as agreed by a majority of the Board.

4.6 Notice to the Public. Notice of all regular Board meetings shall be made at least five (5) days in advance, by postings on the FoL and Library websites and/or any other means determined by the Board.

4.7 Quorum and Voting. A simple majority of Board members present shall constitute a quorum for the transaction of business at a Board meeting. If an even number of Board members are present, the presiding President shall not vote in order that there will be an odd number of Board members for voting purposes. Approval of a motion requires the affirmative votes of a majority of the Board members present and voting at a meeting.

4.8 Board Participation. Board members may participate in a meeting of the Board by telephone, video conference, or in person, using any means of communications agreed to by a majority of the persons participating in the meeting. A Member participating in a meeting by any of these means is considered to be present in person at the meeting.

4.9 Public Attendance. Board meetings may be open to the public or closed because of the topic to be discussed, at the discretion of the Board. If present, members of the public may comment only at the discretion of the presiding President.

4.10 Special Meetings. Special meetings of the FoL Board may be called by the President, or at the request of at least two (2) Board members. When possible, the same notice requirements detailed in Section 4.6 above shall apply to special meetings.

4.11 Rules of Conduct and Procedure. For issues of conduct and procedure not covered by the Amended Bylaws or any resolution of the Board, the Board will use the rules of conduct and procedure contained in Robert's Rules of Order, Newly Revised, 10th edition, or another recent edition of Robert's Rules.

ARTICLE V. DUTIES OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS.

5.1 Duties of the President(s). The President, or co-Presidents if there are such, shall be the chief executive officer(s) of the Friends and, subject to the control of the Board of Directors, shall supervise and control the affairs of the FoL and the activities of the Officers. The President(s) shall perform all duties prescribed by the Board, and those required by law, the Amended Articles of Incorporation, or these Amended Bylaws. The President(s) is/are responsible for calling and chairing meetings, developing meeting agendas, appointing committee chairs, and representing the Friends to the public.

5.2 Duties of the Vice President. The Vice President shall perform the duties of the President(s) when the President(s) are absent and duties as assigned by the President(s).

5.3 Duties of the Secretary. The Secretary records the minutes and attendance at all meetings within two weeks, preserves annual business records, preserves annual membership records and maintains a file of approved board motions and actions. The Secretary, with assistance as needed, is responsible for ensuring thank-you cards are sent promptly to donors.

5.4 Duties of the Treasurer. The Treasurer keeps and maintains the financial records; conducts financial transactions within the budget; prepares and provides financial statements; tracks all deposits, expenses and other financial dealings; oversees tax filings; and maintains the organization’s non-profit status.

5.5 Additional Officers. The Board may elect additional Officers as it deems necessary.

5.6 Committees. The President, with the concurrence of the Board of Directors, shall appoint all committee members. Their term of office shall be for a period of one year or less, as determined by the Board. These committees shall act only in an advisory capacity to the Board and shall not have the power to bind the Board or the Friends.

5.7 Serve Without Pay. Board members serve without pay. They shall exercise general oversight and governance of the FoL and shall assume fiduciary responsibility for all aspects of its work.

5.8 Notice to Board Members. Notice of all Board meetings shall be given to each Board member at least five (5) days before the meeting, by phone or email, in person, or by other generally accepted means. Agendas for the meetings will be provided along with the notice.

5.9 Resignation, Absences, and Termination. Resignation from the Board or from a position as an Officer must be in writing and received by the Secretary. A Board member may be removed for any reason by a three-quarters vote of the Board Members.

5.9.1 Board Attendance Policy. Acceptance as a Board member requires a commitment to serve, attend monthly Board meetings, and actively contribute. This means attending a minimum of 8 of the 12 meetings per year. The absentee should notify another member of the Board prior to the meeting. If a repeated attendance problem occurs with a Board member, the President will promptly contact the member to discuss the issue and report back to the Board. The full Board will then decide what action to take regarding the Board member’s future membership on the Board. If the decision is to remove the Board members, he/she will be notified and a letter of resignation requested. Removal will be done so that active participants may join the Board.

5.10 Vacancies. When a vacancy occurs among the Board of Directors more than 30 days before the next Annual Meeting, the President(s) shall nominate a replacement candidate to fill the vacancy at the next scheduled monthly meeting. Election shall be by affirmative vote of a majority of the remaining Directors. Candidates must meet the criteria in Article 4.3.1 above, and the person so selected will serve the remainder of the previous incumbent's term.

5.11 Officer Positions. A Board Member may not hold more than one Officer position, except that a Board Member may be elected as both Secretary and Treasurer.

5.12 Conflict of Interest. No Board Member shall speak on his/her own behalf while claiming to represent the FoL. If a Board Member wishes to write or speak on the record or in a public forum about a topic that the FoL has taken a public position on, that Board Member must first obtain Board approval for his/her comments. If a Board Member has a personal or financial interest in, or could benefit from, an issue before the Board (a "conflict of interest"), that member must recuse him/herself from discussion and/or voting on the issue. If it is determined by a majority of the Board that a Board Member has a conflict of interest but declines to recuse him/herself, that Board Member shall not participate in the discussion or voting on that issue.

ARTICLE VI. BUDGET ISSUES

6.1 Budget Preparation Process. The FoL/APL operating budget is prepared annually, in consultation with the Library managers, and shall be approved by the FoL Board at the November meeting of the Friends. The new FoL/APL operating budget shall go into effect January 1 of the following year. The annual budget preparation process will be:

6.1.2 The FoL Treasurer shall begin discussions with the FoL Board and the APL managers in October to clarify their budget needs for the following year.

6.1.2 The FoL Treasurer will present final budget figures at the November FoL meeting to the Board. The Board shall vote to approve final figures for the FoL and APL budgets for the coming year and this approved budget will become effective January 1st of the following year.

6.2 Adjustments to the Annual Budget. The annual budget is a living document and a variety of factors may require it to be adjusted during the fiscal year. The Treasurer will advise the Board of any proposed adjustments and the reasons to support it. The Board will vote to approve, deny, or request additional information in support of the proposal.

ARTICLE VII. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS.

7.1 Checks, Notes, Brokerage Accounts. Except as otherwise specifically determined by resolution of the Board, or as required by law, all withdrawals, checks and/or drafts drawn on banks or other depositories on funds to the credit of the Friends, or in special accounts of the FoL, shall be paid by the Treasurer, via a bank's electronic bill-paying service or paper checks.

7.2 Deposits. All funds of the Friends shall be deposited promptly to the credit of the FoL in such banks, or other depositories as the Board may select.

7.3 Gifts. The Board may accept on behalf of the FoL any contribution, gift, bequest, or device for the nonprofit purposes of this organization.

7.4 Expenditures. The bulk of the monthly expenditures that FoL funds are payments to vendors for purchases previously made by Library staff. Most of these purchases are made via credit cards provided by the Friends for Library use. Reimbursements to individual members of the Library staff or FoL members, and occasional payments to vendors for FoL-incurred expenses constitute an occasional and relatively small portion of the Friends' monthly payments.

7.4.1 Any reimbursement request from the library must have a signature on it of a library manager authorizing the expenditure.

7.4.2 Regular oversight to support the Treasurer is provided by providing the President with a monthly audit comparing the expenses incurred to the bank statements.

ARTICLE VIII. RECORDS AND REPORTS

8.1 Maintenance of FoL Records. Friends' records are kept by the Secretary and Treasurer, per Article 5.3 and 5.4 above.

8.2 Accounting Year. For business purposes, the fiscal year of the FoL shall be the same as the calendar year.

8.3 Inspection of Records. Every Board Member shall have the right to inspect and copy all books and records during the Library's normal hours of operation.

ARTICLE IX: CONSTRUCTION AND TERMS

If there is any conflict between these Amended Bylaws and the Amended Articles of Incorporation, the provision of the Articles shall govern. Should any provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions shall be unaffected by such holding. All references here to the Articles of Incorporation refer to any founding or amended document of the Friends of the Anacortes Public Library filed with the Washington Secretary of State's office. All references in these Bylaws to a section of the Internal Revenue Code shall be to the Code of 1986 as amended or to corresponding provisions of any future federal tax code.

ARTICLE X: DISSOLUTION

Upon the dissolution of the Friends of the Anacortes Public Library Corporation, its assets shall be distributed to another one or more exempt organizations, such as the Anacortes Library Foundation, within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal, state, or local government for a public purpose, in accordance with the Friends' Amended Articles of Incorporation.

ARTICLE XI: AMENDMENTS

These Bylaws may be amended by a two-thirds vote of the Friends' Board at a regularly scheduled or special meeting, provided that at least ten (10) days before the meeting a copy of the proposed changes have been mailed to Board Members.

The foregoing Bylaws, as amended, were adopted by the Board of Directors of the Friends of the Anacortes Public Library as of this 14th day of November, 2024.