Article I. Name

The name of this organization shall be the Friends of the Pittsboro Memorial Library, Inc., hereinafter referred to as the Friends.

Article II. Purposes

The purposes of the Friends are to maintain an association of persons interested in books; to promote reading; to support the development of library services, programs, and facilities for the community; to keep the public informed of the library’s functions and needs; and to encourage gifts, endowments and bequests.

Article III. Membership

1. All persons or groups interested in the purposes of the Friends shall be eligible for membership.

2. Each member shall be entitled to one vote.

Article IV. Dues and Fiscal Year

1. The annual dues shall be determined by the Board of Directors (hereinafter “Board”).

2. The fiscal year shall begin July 1.

Article V. Officers, Elections, and Terms of Office

1. The officers of the Friends shall be President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer.

2. These officers shall be elected at the annual spring meeting for a term of one year, by a majority of the members present.

3. Not later than four weeks before the December board meeting, the President shall appoint a nominating committee consisting of three (3) members, whose function shall be to nominate and obtain the consent of members to serve as officers for the following year. Nominations also may be made from the floor at the annual spring membership meeting, provided that consent of nominee(s) has/have been obtained.

4. The newly elected officers will assume their duties July 1.

5. The officers shall have the usual duties and authority exercised by officers of a nonprofit organization.

Article VI. Board of Directors

1. The Board shall consist of five (5) elected officers, one Pittsboro representative of the Chatham County Library Board, and the immediate past president, plus standing committee heads and at-large members, not to exceed seventeen (17) board members total. Standing committees shall include Programs, Publicity, Newsletter, and Membership, and others as required for carrying out the business of the Friends.

2. The Board of Directors shall act finally on all projects proposed and on all matters arising between meetings of the Friends. It shall receive reports of officers and committee chairs, fill all vacancies occurring in office (except that the Vice-President shall automatically fill a vacant Presidency), and create ad hoc committees for special projects when the need arises.

3. No committee, officers or member of the Friends shall have any authority to make any contract, or incur any indebtedness, obligation or liability in the name of, or in behalf of, the Friends without the approval of the Board.

4. The treasurer shall receive and disburse all funds of this organization as ordered by the Board, and shall make a full report of all receipts and disbursements as may be required. He or she shall be placed under bond if so ordered by the Board.

5. A quorum of the Board shall be a majority of Board members at the time. In an emergency, the Board may vote by phone or email.

Article VII. Advisory Council

1. The President may invite up to twelve (12) community leaders to serve on an Advisory Council for a term of one year.

2. The responsibilities of the Advisory Council members are to individually lend their names in support of the Friends and provide advice to the President and Board from time to time. They may also aid with fundraising.

3. The Advisory Council is in no way responsible for the decisions or actions of the Board, nor is it required to hold meetings.

Article VIII. Fiscal Policies

1. The books and accounts of this organization shall be kept in accordance with sound accounting practices.

2. No part of the net earnings of this organization shall inure to the benefit of any member, official or individual, and no part of its activities shall involve attempts to influence legislation, to carry on propaganda, or to intervene in any political campaign on behalf of any candidate for public office except as allowed within the meaning of Section 1.501(c)(3) of the Internal Revenue Code. No Board member shall receive remuneration for service on the Board. When authorized by the Board, reimbursement may be made for travel and other out-of-pocket expenses in discharging official duties.

3. In the event of dissolution of the Friends of the Pittsboro Memorial Library, after payment of, or provision for payment, all debts or liabilities, all assets remaining shall be turned over to another nonprofit, charitable or educational organization to be selected by a majority of the Board at the time of such dissolution.

Article IX. Meetings of the Membership

1. There shall be at least two regular member meetings of the Friends a year, customarily one in fall and one in spring.

A special meeting of the Friends may be called at any time by consent of the Board, or on written request of ten members of the Friends. The purpose of the meeting shall be expressed in the call and members shall be notified at least two weeks prior to the date of the meeting.

Article X. Amendments

This constitution and by-laws may be amended at any regular or special meeting of the Friends by a majority of the members present, provided that written notice of the proposed amendment is sent to each member at least two weeks before the meeting.

Article XI. Parliamentary Procedure

Robert's Rules of Order, Newly Revised, when not in conflict with these by-laws, shall govern the proceedings of this organization.