Lyon County Library Foundation By-Laws

Lyon County Library Foundation

To sustain a great library, start with a good foundation.

Articles

of

Incorporation/Bylaws

Bylaws of the Lyon County Library Foundation, Incorporated

ARTICLE 1- Name

The name of the organization is the Lyon County Library Foundation, Incorporated.

ARTICLE II- Purpose

The purpose of the organization is to receive, obtain and disburse money and other items of value so as to assist the Lyon County Library System with resources needed to inform, educate, inspire and entertain all citizens.

ARTICLE III- Glossary

As used in these bylaws, the following terms have the meaning ascribed to them:

A. “Director” is the term applied to every duly elected member of the Lyon County Library Foundation, Incorporated.

B. “Foundation” means the Lyon County Library Foundation, Incorporated.

C. “Library Board” means the Lyon County Library Board of Trustees.

ARTICLE IV- Principal Office

The principal offices and place of business of the Foundation in the state of Nevada shall be at 20 Nevin Way, Yerington, NV, or at such other locations as the Directors may from time to time determine.

ARTICLE V- Directors

Section 1. The management of the Foundation shall be vested in a Board of Directors, except as otherwise provided by the Articles of Incorporation or these bylaws. The number of Directors shall not be less than three (3) nor more than five (5).

Section 2. Any adult person is eligible to become a Director and shall become a Director upon being duly elected in accordance with these bylaws.

Section 3. Upon the first annual election of directors, the Directors shall be divided by lot into three classes, the first class to serve a term of one year, the second class to serve a term of two years, and the third class to serve a term of three years. Each such director shall hold office for the term for which he/she is elected; subsequent terms shall be for three years, except those elected to fill a vacancy left by a former director. If and when additional voting memberships in the board are created, the three classes shall be balanced in numbers so far as may be feasible.

Section 4. The position of Director is not transferable or assignable.

ARTICLE VI-Director’s Powers and Duties

Section 1. The Directors shall manage the business, affairs, money and property of the Foundation. Without limiting the general powers conferred by these bylaws and provided by law, the Directors shall have in addition, the following powers:

A. To accept, acquire and hold gifts, bequests and other real and personal property to promote the purpose of the Foundation.

B. To make and change rules of the Foundation which are not inconsistent with law, or with these bylaws, for the management and control of the Foundation and its affairs, or otherwise acquire, in any lawful manner for and in the name of the Foundation any and all real or personal property, rights, or privileges whatsoever which are deemed necessary or convenient for the conduct of the Foundation’s business and which the Foundation is authorized to acquire upon such terms and conditions as the Directors think fit.

C. To sell or otherwise dispose of any real or personal property rights or privileges belonging to the Foundations, whenever the Directors determine in their discretion that such a disposition would promote the purpose of the Foundation.

D. To enter into agreements and contracts with individuals, groups of individuals, corporations, or governments for any lawful purpose.

E. To appoint and remove at its pleasure any and all officers, employees, and agents of the Foundation, and to prescribe their duties in a manner not inconsistent with these bylaws, and to fix their compensation.

F. To supervise and direct the officers, employees, and agents of the Foundation and to ensure their duties are properly performed.

G. To cause to be kept a complete record of the acts and proceedings of the Directors: to cause and annual inspection or audit of the accounts of the Foundation and to cause the issuance of an annual report which shall be submitted to the Library Board showing in reasonable detail all of the assets and liabilities of the Foundation and its financial condition.

H. To amend, alter and repeal these bylaws or any part thereof at any regular or special meeting of the Directors.

I. In addition to the powers and authorities expressly conferred upon the Directors by these bylaws, the Directors may exercise all other lawful powers of the Foundation and do all lawful acts and things in the furtherance of the Foundation’s purpose as are not by statute, the Articles of Incorporation, or by these bylaws directed or required to be exercised by the Directors.

Section 2. Each Director has the right, on written request, to examine and photocopy, in person or by agent or attorney, at any reasonable time and for any purpose, all of the books and records of account of the Foundation, its last annual and most recently published financial statement, and minutes of all acts and proceedings of the Directors.

ARTICLE VII- Officers, Term

Section 1. The officers of the Foundation shall be a chairperson, a vice-chairperson, a secretary, a treasurer and such other officers as the Directors shall deem necessary to elect.

Section 2. Officers shall be elected by ballot at the election of officers meeting.

Section 3. Officers shall serve a term of one year and until their successors are elected. Their term of office shall begin upon adjournment of the election of officers meeting. Officers may serve more than one term.

Section 4. A person must be a Director to hold office and no Director shall hold more than one office at a time.

ARTICLE VIII- Duties of the Officers

Section 1. The officers shall perform the duties described in the parliamentary authority and these bylaws.

Section 2. Duties of the Chairperson

The Chairperson shall preside at all meetings of the Directors and the executive committee and shall be an ex officio member of all other committees of the Foundation. The Chairperson shall appoint individuals to such committees as are authorized by these bylaws and shall exercise such powers as may be necessary for the efficient and proper performance of such duties.

Section 3. Duties of the Vice-Chairperson

In the absence of the Chairperson, the Vice-Chairperson shall perform all the duties of the Chairperson and when so acting has all the powers of and be subject to all the restrictions upon the Chairperson. The Vice-Chairperson shall have such other powers and perform such other duties as may be assigned to the office by the Directors or detailed in these bylaws.

Section 4. Duties of the Secretary

The Secretary shall keep accurate minutes of the proceedings of the meetings of the Foundation, of the Directors and of any committees of the Foundation; shall ensure that all notices are given in accordance with the provisions of these bylaws; shall be the custodian of the records and of the seal of the Foundation; and, in general, shall perform all duties incident to the office and such other duties as may be assigned by the Chairperson or by the Directors.

Section 5. Duties of the Treasurer

The Treasurer shall be the principal finance officer of the Foundation and shall have the charge and custody of and be responsible for all funds and securities of the Foundation; shall deposit funds of the Foundation in depositories designated by the Directors; shall keep accurate books of accounts and records of financial transactions and the condition of the Foundation; shall submit such reports as the Directors may require; and, in general, shall perform all duties incident to the office and such other duties as may be assigned by the Chairperson or by the Directors. The Treasurer shall make an annual written financial report to the Foundation at the annual meeting of the Directors and shall submit the same report to the Library Board at its first meeting following the Foundation’s annual meeting. With the approval by the Directors, the Treasurer may be authorized to engage any firm of certified public accountants to assist the Treasurer in the performance of any of the duties incident to the office.

ARTICLE IX- Compensation, Vacancies, Removal

Section 1. Except as otherwise provided, Directors and officers shall not receive any compensation for serving in such position. The Foundation may reimburse and Director or officer for reasonable expenses incurred while serving the Foundation when such expenses have been approved in advance by the Directors.

Section 2. A vacancy in any position, for whatever reason, may be filled by the Directors for the unexpired portion of the term.

Section 3. Any Director or officers may be removed by the majority affirmative vote of three-fourths of the Directors whenever, in their judgement, such removal would best serve the interests of the Foundation.

ARTICLE X- Nomination of Directors and officers, Election

Section 1. During the month of March of each year, the Chairperson shall appoint a nominating committee consisting of not less than one (1) nor more than three (3) persons to fill the positions of those Directors and officers whose terms are due to expire

Section 2. Not later than June 1, the nominating committee shall submit to the Chairperson the names of its nominees, who may include any or all of the then current Directors and officers. Directors may nominate additional persons for the position of director at the annual meeting and for officers at the election of officers meeting.

Section 3. Nominees for election shall be elected upon receiving the affirmative vote of a majority of the Directors in attendance at the meeting designated for this purpose. The Chairperson may exclude the nominees from the meeting during the voting.

Section 4. The Chairperson shall provide the Library Board with a list of the newly elected Directors and officers.

ARTICLE XI- Meetings, Notice

Section 1. Meetings of the Foundation shall be held at its principal office, or at such other location as the Directors may determine.

Section 2. The annual meetings shall be held in July and shall be for the purpose of electing Directors, receiving annual reports and for conducting any other business that may arise.

Section 3. The election of officers meeting shall be held immediately following the annual meeting for the purpose of electing officers and for conducting any related business.

Section 4. The Chairperson shall call a regular meeting during each month of the year except when the Chairperson determines there is no need for the meeting. The monthly meeting shall be for the purpose of receiving reports and for the transaction of other business.

Section 5. A special meeting may be held upon the call of the Chairperson or on the written request of any Director. The purpose of the meeting shall be set forth in the notice.

Section 6. Except as otherwise provided, written notice stating the place, date, hour and purpose of every meeting shall be provided to each Director at least eight (5) days prior to the meeting. At the discretion of the Chairperson, notice of a special meeting may be delivered personally or electronically to each Director at least forty-eight (48) hours before the date fixed for the meeting.

ARTICLE XII- Committees

The Directors may, by resolution, establish special committees to assist in the management of the Foundation. Each committee shall consist of three (3) or more Directors.

ARTICLE XIII- Deposit, Expenditures of Gifts of Money

Section 1. All funds of the Foundation not otherwise employed shall be deposited to the credit of the Foundation in such banks, trust companies, or other custodians as the Directors may select.

Section 2. All gifts of money, including interest thereon, accepted in the name of the Foundation shall be deposited in a nonreverting fund. No expenditures from this fund shall be made unless authorized by the Directors.

ARTICLE XIV- Property

The property of the Foundation, unless otherwise directed by donors, shall be held and applied in promoting the general purposes of the Foundation. No property, including real estate, belonging to the Foundation shall be conveyed or encumbered except by a majority vote of the Directors. All such conveyance or encumbrance shall be duly attested and sealed by the Secretary or Treasurer of the Foundation.

ARTICLE XV- Contracts, Loans, Checks, Drafts, and Notes

Section 1. Contracts

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

Section 2. Loans

No loan shall be contracted for or on behalf of the Foundation and no evidence of indebtedness shall be issued in the name of the Foundation. No loan shall be made to any Director or officer of the Foundation.

Section 3. Checks, Drafts, and Notes

All checks, drafts or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in the manner determined by resolution of the Directors.

ARTICLE XVI- Fiscal Year

The fiscal year of the Foundation shall being on January 1 of each year and end on December 31 of the same year.

ARTICLE XVII- Indemnification

Section 1. The Foundation shall defend and indemnify all Directors against any and all expenses incurred in the defense, including any judgment rendered, if any action, pursuit or proceeding is brought against such person by reason of any action taken or not taken by him/her in the performance of his/her powers or duties as a Director.

Section 2. The Foundation shall secure and maintain a Directors and officers liability policy and any other coverage deemed appropriate by the Directors in their best business judgment.

ARTICLE XVIII- Dissolution of the Foundation

Upon dissolution or other termination of the Foundation, any assets remaining after all debts of the Foundation have been paid shall be given to Lyon County Library System to be deposited into the Gift Fund.

ARTICLE XVIX- Parliamentary Authority

The rules contained in the most current edition of Robert’s Rules of Order shall govern the proceedings of the Directors in all cases where they are not inconsistent with these bylaws and any special rules of order the Directors may adopt.

ARTICLE XX- Amendments

These bylaws may be amended at any regular or special meeting of the Foundation by a majority vote of the Directors provided that previous notice of the amendment was given to all members at least eight (8) days in advance.

Revised March 10, 2017