FRIENDS OF THE MORGAN HILL LIBRARY
ARTICLE I: NAME AND ADDRESS
The name of this public benefit corporation shall be Friends of the Morgan
Hill Library (FMHL). The principal place of business is within the
Morgan Hill Library building at 660 West Main Avenue, Morgan Hill,
ARTICLE II: PURPOSE
Section 1. The purpose of FMHL shall be to maintain a
volunteer organization of persons interested in books and libraries and to
increase public awareness of the services, facilities and needs of the
Morgan Hill Library.
Section 2. FMHL shall serve as a non-political supplemental
support group for the Morgan Hill Library by providing materials, programs
and personnel support that are beyond the regular library budget,
stimulating gifts to the library, performing services deemed helpful to the
library and encouraging library use. Activities of the organization
include raising funds through book sales and bookstore and other special
Section 3. An exception to the "non-political" support
provision in Section 2, FMHL may provide financial support to and
participate in election measures that benefit the Morgan Hill Library or
the Santa Clara County Library District. Any contribution must remain
within Federal guidelines for 501 (c)(3) non-profit organizations.
ARTICLE IV: LIMITATIONS
Any property, monies or other items of value belonging to this corporation
or hereafter acquired is and shall be irrevocably dedicated to the herein
described purposes, and no individual shall be entitled at any time,
including dissolution, to receive any benefit from the property or accounts
of the organization. FMHL shall not perform any activities or make any
expenditures not permitted by an organization exempt from Federal income tax
under Section 501(c)(3) of the Internal Revenue Code or the corresponding
provision of any future United States Internal Revenue law or by any other
Federal, State or Local law. In the event of dissolution or the
impossibility of performing the purposes herein described, the assets will
be distributed to the Morgan Hill Library. In the event that the
Morgan Hill Library no longer exists, the beneficiary shall be a public
library serving the same community and exempt under both Section 23701D of
the California Revenue and Taxation Code and Section 501(c)(3) of the
Internal Revenue Code.
ARTICLE IV: MEMBERSHIP
Membership Qualifications and Dues. Membership is open to any
person or organization interested in furthering the aims of FMHL. The
membership shall approve any changes to membership dues. Payment of
such dues is required for membership. Each membership shall be
entitled one vote.
ARTICLE V: MEETINGS
Section 1 – Membership Meetings. An annual
membership meeting shall be held once a year in the fourth quarter on a date
established by the Board of Directors. Additional membership meetings
shall be held as needed.
Section 2 – Special Meetings. Special meetings may
be called by the President, by a majority of the Board of Directors or by
five (5) members. Written notice shall be sent to all members at least
ten (10) business days before the meeting, and the purpose of the meeting
shall be stated in the notice.
Section 3 – Membership Meetings Quorum. The
presence of at least seven (7) members, including a majority of the Board of
Directors, constitutes a quorum for the transaction of business at all
Section 4 – Board of Directors Meetings. Board of
Directors meetings shall be held at least quarterly. Additional Board
of Directors meetings may be called at the request of the President or two
other Directors as needed to manage the affairs of FMHL. The quorum
for Board of Directors meetings shall be a majority of Directors who are
eligible to vote. A quorum of the Board of Directors may also make a
decision by mail or email.
ARTICLE VI: OFFICERS AND BOARD OF DIRECTORS
Section 1 – Officers. The Officers shall be
President, Vice President, Secretary, and Treasurer. Terms of office
shall be one year, commencing on January 1. The Officers shall serve
without compensation. All Officers must be members of FMHL. Only
one representative of a membership can serve as an Officer at a time, and no
person may hold more than one office at a time.
Section 2 – Nomination of Officers. Nomination of
Officers shall be made by a committee appointed by the President and also
may be made from the floor at the annual membership meeting. The
President shall not be a member of the nominating committee.
Section 3 – Elections. Election of Officers will be
by the general membership at the annual membership meeting and terms shall
begin with the next fiscal year. Members will be notified of the
nominations at least 10 days before the annual meeting.
Section 4 – Board of Directors. The Board of
Directors shall consist of the current Officers (4), Book Sales and
Bookstore Coordinators, Publicity Coordinator, Membership Coordinator,
Program Coordinator, Volunteer Coordinator and Newsletter Editor. A
maximum of three (3) additional Directors may be appointed by the president
as needed. The Morgan Hill Librarian shall be a non-voting, ex-officio
member of the Board.
Section 5 – Board of Directors Authority. The Board
of Directors shall have authority to conduct or have conducted the affairs
of FMHL in accordance with the Bylaws and approved motions of the members
and to determine policies for the conduct of the FMHL affairs. No
committee, officer or member of FMHL shall have the authority to make any
contract or incur any indebtedness, obligation or liability in the name of
or on behalf of FMHL without the approval of the Board of Directors.
Section 6 – Removal of Directors. Any Board member
may be removed for absence from three consecutive Board meetings or for
cause upon the presentation of a recall petition to the Board signed by a
majority of the Board of Directors.
Section 7 – Vacancies. The Board shall appoint a
successor to complete the term of any office that becomes vacant.
Section 8 – Committees. The Board may appoint
standing committees, as needed. The President shall be an ex-officio
member of all committees, with the exception of the nominating
ARTICLE VII: DUTIES OF THE BOARD OF
Section 1 – President. The President shall preside
at all Membership and Board of Directors meetings, shall be an ex-officio
member of all standing committees except the nominating committee and shall
provide leadership for the organization. The President shall appoint,
with approval of other Officers, additional Board Members as listed in
Article VI, Section 4, and committees as needed.
Section 2 – Vice President. The Vice President
shall assume all the duties of the President in the absence or inability of
the President to serve and perform other such duties as the President or
Board of Directors may assign.
Section 3 – Secretary. The Secretary is responsible
for recording minutes of all meetings and handling FMHL correspondence
except for the distribution of quarterly newsletters. The book of
minutes shall be available for inspection by any member within a reasonable
Section 4 – Treasurer. The Treasurer shall keep
financial records of the properties and business transactions of FMHL in
accordance with sound accounting practices, including accounts of all
income, assets, liabilities and expenses. The accounts shall be open
for inspection by any member within a reasonable time. All funds shall
be deposited in a timely manner by the Treasurer in bank account(s)
established in the name of FMHL. Disbursements shall be in accordance
with the approved annual budget. Any payment of $500 or more shall
require the signatures of any two officers with priority given to the
President and Treasurer.
The treasurer shall submit financial reports for review to the Board of
Directors quarterly and at the annual membership meeting. A budget for
the coming year shall be prepared, with the additional input from the Morgan
Hill librarian and the incoming President.
The Treasurer shall prepare or have prepared all FMHL tax and other returns
and reports required by government agencies.
Section 5 – Book Sale and Bookstore Coordinators.
The Coordinators are responsible for supervising bookstore sales, periodic
book sales and online sales, including promotion, preparation and selling of
books. In conjunction with the Treasurer, they shall monitor the
recording of sales results and securing the sales proceeds.
Section 6 – Publicity Coordinator. The Publicity
Coordinator is responsible for promoting the organization and its activities
and programs to the community and members through press releases, brochures
Section 7 – Membership Coordinator. The Membership
Coordinator is responsible for recruiting new members, maintaining a
database of members, supervising member renewal and ensuring distribution of
quarterly newsletters and membership meeting notices.
Section 8 – Program Coordinator. The Program
Coordinator is responsible for planning and implementing speakers forums,
author events, membership meetings, social events, and other special events,
such as Taste of Morgan Hill participation.
Section 9 – Volunteer Coordinator. The Volunteer
Coordinator is responsible for recruiting and managing volunteers, including
maintaining a volunteer database, leadership development and volunteer
Section 10 – Newsletter Editor. The Newsletter
Editor is responsible for collecting materials, preparing and getting
quarterly newsletter printed.
ARTICLE VIII: FINANCE
Section 1 – Financial Report and Approval of
Budget. A financial report shall be presented to the Board of
Directors at each quarterly meeting and to the Membership at the annual
Membership meeting. The first quarter meeting of the Board of
Directors shall include the prior year's financial report. The
budget for the year shall be approved by the Board and be published in the
first quarter newsletter. The Board of Directors may amend the
approved budget as needed.
Section 2 – Annual Financial Review. A Financial
Review Committee shall be appointed by the President at the first quarter
Board of Directors meeting, with the approval of all the Officers.
This Committee shall consist of at least one non-Board member and the
incoming Treasurer, if a new Treasurer is elected. The preceding
year's Treasurer is ineligible to serve on the Financial Review
The Financial Review Committee shall review all financial records of the
prior year and report their findings to the Board of Directors at the
second quarter meeting.
Section 3 – Fiscal Year. The Fiscal Year shall
start January 1 and end December 31.
ARTICLE IX: PARLIAMENTARY AUTHORITY
All meetings shall be conducted according to the current edition of
Robert's Rules of Order Newly Revised, except when in conflict with the
bylaws of this corporation or with the laws of the State of California.
ARTICLE X: AMENDMENTS
The Bylaws may be amended at any regular or special meeting of the
organization by a two-thirds vote of those attending, provided that a quorum
is present and that the members have been notified at least two months prior
of the intention to amend the bylaws and in writing of the specific changes
proposed at least ten (10) days prior to the relevant meeting.
Adopted May 21, 1999
Amended July 17, 2002
Adopted September 14, 2005
Amended April 19, 2007
Amended April 10, 2008
Amended December 6, 2008
Amended December 15, 2011
These Bylaws are available also in the following