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Burlington Library Association

Bylaws of the Burlington Library Association, Inc.

I. NAME
The name of the organization shall be "The Burlington Library Association, Inc." ["the Association"], also known as the "Friends of the Library".

II. PURPOSE
The purpose of the Association is to plan, develop and conduct such programs that will support a free public library, as well as to promote the library as a center for civic and cultural activities.

III. MEMBERSHIP
Membership in the Burlington Library Association, Inc. is open to any person interested in the objectives of the Association who is willing to uphold its policies and subscribe to its Bylaws, and who makes an annual contribution to said Association. (Life members are not required to make annual contributions.) Use of the library facilities is not dependent upon membership in the Association.

IV. BOARD OF DIRECTORS
Section 1. The general management and control of the affairs, funds and property of the Association shall be vested in a Board of Directors consisting of no fewer than six nor more than fifteen members of the Association, each of whom shall serve for the term to which he/she is elected and until his/her successor has been elected and installed.

Section 2. Directors shall be elected for a three year term at an annual meeting by a simple majority of members present. Vacancies may be filled by the Board of Directors. The terms of the Directors shall be staggered such that approximately one third shall have terms that terminate at each annual meeting. Terms shall begin on the date of the annual report to the Secretary of the State. In addition, the elected officers shall be members of the Board of Directors during their term of office.

Section 3. Members of the Board of Directors shall be eligible for re-election upon expiration of their term.

Section 4. A majority of the then-serving Board of Directors shall constitute a quorum. Any Board member who accumulates three successive unexcused absences may be removed by a majority vote of the Board.

Section 5. The Board of Directors may adopt rules and regulations for the use and management of its physical and intellectual properties.

Section 6. It shall be the duty of the Board of Directors to supervise and manage investments and monies of account of the Association. The Board may delegate and revoke to one or more officers the power to execute transfers of investments. The Board shall have the power to manage investments and of trust funds and be authorized to appoint a bank or trust company as agent for trust funds of the Association and to designate depositories of funds.

Section 7. The Board of Directors shall determine from time to time the amount of dues requested on member solicitations.

Section 8. The Board of Directors shall meet at least once per year, and such additional times as the Board chooses, to discuss and enact the business, projects, and financial management of the Association. The Board may conduct such meetings by telephone conference, email, or other electronic means when impractical to meet in person in the judgment of the President.

V. OFFICERS
Section 1. The corporate officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, who shall be elected by a simple majority bi-annually for a term of two years by the Directors from among the Board of Directors. In the event of a vacancy during the term of any officer, the Board will elect a replacement for that officer to serve for the balance of the term. The President, Vice-President, Secretary and Treasurer shall perform such duties and assume such responsibilities as normally devolve upon their office, and such as may be properly assigned to them by the Board of Directors, and shall serve without salary.

Section 2. A nominating committee consisting of the President and one other member of the Board will contact officers and other members of the Board six weeks prior to the annual meeting to see if officers are interested in renewing their terms. The nominating committee will present a slate of officers to be voted upon by the Board.

Section 3. The Treasurer shall deposit funds of the Association in bank(s) approved by the Board of Directors. The Treasurer may also place such assets in any investment or re-investment which shall first be approved by the Board. Funds shall be withdrawn only by signature of the President, the Vice-president, or other Board Member(s) (other than the Secretary or the Treasurer) first approved by the Board.

Section 4. No contract which shall involve any expenditure of $500.00 or more in any fiscal year shall be made by the Directors and/or officers unless the same shall be specifically authorized by a majority vote of the members present at a meeting as defined in Article VI. The Directors and Officers shall not, within any fiscal year, make contracts to incur obligations which shall in the aggregate amount to more than $1,000.00 unless the same shall be authorized by a majority vote of those Association members present at a regular or special meeting; nor are the Directors and Officers authorized to borrow money without like authority.

Section 5. The Treasurer will propose an annual calendar year budget to be approved by the Board in January of each year. This budget will be presented to the Membership at the Annual Meeting.

Section 6. There shall be an Executive Committee consisting of the above officers plus one or more non-officer Board member(s) appointed by the President. If, for any reason, an urgent matter cannot be acted upon by the full Board (in person, by phone, or by email), the Executive Committee shall be empowered to make any decision or expend any funds consistent with the powers and responsibilities of the full Board by simple majority of Committee members in attendance. Any such action shall be considered by the full Board at the earliest possible date.

VI. ASSOCIATION MEETINGS
Section 1. There shall be an annual meeting of the Association on a date to be determined by the Board. At least five days' written or electronic notice shall be given to all current members with known addresses.

Section 2. Special meetings may be called at the discretion of the Board of Directors or upon petition by ten members of the Association.

VII. AMENDMENT
These Bylaws may be amended by the Association by a two-thirds vote of those Association members present at any regular or special meeting.

VIII. DISBANDMENT
If the Association should be disbanded, the treasurer shall pay its net assets, after settlement of all outstanding obligations, to a publicly managed fund or trust to be held and prudently invested until such time as a successor organization is established with goals consistent with Article II of this document. Annual distributions, or applications for grants for specific Burlington Library needs for programs and materials may be requested from the trustees of this fund by the Library Director.

Amended this 7th day of May, 1992 at a regular annual meeting
Amended this 11th day of May, 1995 at a regular annual meeting
Amended this 4th day of May, 2000 at a regular annual meeting
Reincorporated by the state on June 24, 2003
Amended this 13th day of April, 2005 at a regular meeting
Amended this 12th day of April, 2006 at a regular meeting
Amended this 13th day of September, 2006 at a regular meeting
Amended this 18th day of May, 2012 at an annual meeting
Amended this 8th day of March, 2017 at a regular meeting
Ratified on May 19, 2017 at an annual meeting
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