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Easttown Library Foundation

EASTTOWN LIBRARY FOUNDATION BYLAWS

Preamble

The purpose of the Bylaws is to guide the Easttown Library Foundation's Board of Directors in the efficient and responsible conduct of the Foundation.

Article I Name

The name of the organization shall be the Easttown Library Foundation (the "Foundation").

Article II Purpose

The purpose of the Easttown Library Foundation is to support the operating, program and capital needs of the Easttown Library.

Article III Offices

The registered office of the Foundation shall be at 720 First Avenue, Berwyn, Pennsylvania 19312.

Article IV Seal

The Foundation's corporate seal shall have inscribed thereon the name of the Foundation, the year of its organization, and the words "Corporate Seal, Pennsylvania."

Article V Foundation Board Membership

Section 1. The Board of Directors of the Foundation (the "Foundation Board") shall consist of at least seven Directors. At least one Director of the Board of Trustees (the "Library Board") of the Easttown Library & Information Center (the "Easttown Library") shall serve on the Foundation Board. The Director of the Easttown Library (the "Library Director") shall serve as a member of the Foundation Board.

The Foundation Board shall recommend potential Directors of the Foundation Board to the Library Board for approval and appointment to the Foundation Board. Directors' terms shall be staggered and shall be for three (3) years or the balance of an unexpired term. A Director may be reappointed to successive terms without limitation.

Section 2. If a Director fails to contribute to the performance of the Foundation Board's required duties, or undertakes actions deemed to be contrary to the best interests of the Foundation or of Easttown Library, the Foundation Board shall make a recommendation to the Library Board for the removal of that Director. The Library Board may also remove a Director when in the best interests of Easttown Library.

Article VI Duties and Powers of the Foundation Board

Section 1. The duties of the Foundation Board and its members shall include:

a. Being an advocate for the Easttown Library.
b. Engaging in activities which promote fundraising in the community, including, but not limited to, conducting annual mailing solicitations, applying for grants, planning special events, encouraging planned giving, and cultivating major gifts.
c. Recruiting, evaluating and recommending to the Library Director a suitable candidate to be hired as the Director of Development.
d. Determining Foundation policy.
e. Filing the required federal and state tax returns.
f. Meeting all financial reporting requirements of the Pennsylvania Bureau of Charitable Organizations.
g. Preparing and distributing a report with a list of donors from the previous year to all of the Foundation's donors.
h. Holding monthly meetings, at which regular participation by Directors is expected.
i. Recruiting, evaluating and recommending to the Library Board candidates suitable to be appointed to the Foundation Board.
j. Assisting the Library Director in his or her execution of tasks performed for the Foundation.
k. Making a gift to the Annual Fund each year that is significant to each Director and a gift to the Endowment Fund during the Director's tenure.
l. Being familiar with and adhering to all Easttown Library Foundation policies.
m. Complying with ethics requirements.

Section 2. In addition to the powers and authorities which these Bylaws expressly confer upon them, the Foundation Board may exercise all such corporate powers and do all such lawful acts not prohibited or restricted by the Articles of Incorporation or by these Bylaws.

Article VII Officers

Section 1. Officers of the Foundation ("Officers") shall be a President, a Vice President, a Secretary, and a Treasurer.

Section 2. The Officers shall be elected for a term of two years by Directors at the annual meeting. Their terms of office shall begin on January 1st of the next year. The President's and the Secretary's terms of office shall expire in even numbered years and the Vice President's and Treasurer's terms of office shall expire in odd numbered years. Vacancies in an office shall be filled at the next regular meeting after the vacancy occurs for the unexpired term of office.

Section 3. No Director shall hold more than one office at a time and no Director shall be eligible to serve more than three consecutive terms in the same office, unless the remaining Directors unanimously agree to make an exception.

Section 4. The duties and qualifications of the Officers shall be as follows:

President: Presides at meetings of the Foundation Board; calls special meetings when necessary; appoints committees; carries out assignments and instructions given by vote of the Foundation Board; assumes major responsibility of keeping Directors informed and active in Foundation matters; meets at least monthly with the Library Director to discuss the agenda for the next meeting of the Foundation Board; performs such other duties as customarily pertain to the office of President.

Vice President: Presides at meetings of the Foundation Board in the absence of
the President; acts as President in discharging the responsibilities
of that office when the President is unable to do so; provides
administrative support to the President.

Secretary: Takes minutes at each meeting of the Foundation Board and prepares them in a form suitable for distribution to the Foundation Board

Prepares correspondence as requested by the Foundation Board.

Treasurer: Has oversight of Foundation funds and securities; aids the President and the Library Director in preparation of the annual budget; aids the Library Director in preparation of monthly financial reports; reviews the monthly financial reports; provides a monthly Treasurer's report to the Foundation Board; reviews the tax return and the annual financial statement; and acts as chief spokesperson for the Foundation Board on all financial matters. The role of Treasurer requires significant financial, accounting or audit background.

Article VIII Meetings

Section 1. The Foundation Board shall meet monthly. When circumstances make it difficult or prevent the Foundation Board from meeting, the Foundation Board will have the right to cancel or reschedule the meeting. Two consecutive meetings may not be cancelled, and no more than three meetings in a calendar year may be cancelled.

Section 2. A quorum for transaction of business shall consist of a simple majority of the full Foundation Board.

Section 3. The meeting agenda is set by the President.

Section 4. Written notice of every meeting of the Foundation Board shall be given to each Director at least two (2) days prior to the day named for the meeting.

Section 5. Robert's Rules of Order, last revised edition, shall govern the parliamentary procedure of the Foundation Board.

Section 6. The December meeting shall be the Annual Meeting for the purpose of electing Officers.

Section 7. The Library Board shall meet annually with the Foundation Board for the purpose of coordinating goals and objectives for that year.

Section 8. Special meetings may be called by the President, or upon written request of any two Directors, for the transaction of business as stated in the call. Notice stating the time and place of any special meeting and the purpose for which called shall be communicated to each Director as soon as scheduled.

Article IX Committees

Section 1. Committees shall be appointed by the President as deemed necessary to carry on the work of the Foundation Board.

Section 2. Each year a Nominating Committee shall be appointed at the October meeting by the President to present a slate of Officers at the regular November meeting for election at the December Annual Meeting.

Article X Transaction of Business

Section 1. The Foundation shall operate in a manner consistent with its Articles of Incorporation and Section 501(c)(3) and Section 509(a)(3) of the United States Internal Revenue Code.

Section 2. The President and Treasurer along with the Library Director have account authority. All checks of the Foundation shall be signed by a member of the Board with account authority. Two authorizations are required for any amount of $1,000 or more.

Section 3. The Board of Directors may:
a) accept on behalf of the Foundation any contribution, gift, bequest or devise of any type of property for the general and special charitable purposes of the Foundation.
b) devote the principal and/or income from such donations to such purposes as the Board may determine are in accordance with these Bylaws.

Article XI Funds

Section 1. The funds raised by the Foundation shall be strictly and solely used to benefit Easttown Library.

Section 2. Funds raised by the Foundation may be restricted or unrestricted and the Foundation Board has the sole right to approve receipt of restricted gifts to ensure they meet the mission of the Library in accordance with the Foundation's Gift Acceptance Policy.

Section 3. The responsibility for the investment of the corporation's assets rests with the Board of Directors. The Board of Directors shall periodically review its investments to determine their compliance its investment guidelines.

Section 4. The Treasurer will ensure that the Library Director maintains an adequate system of internal accounting controls over Foundation assets and that the Library Director maintains full and accurate financial records to support the financial statements and federal and state tax reporting requirements of the Foundation.

Section 5. Foundation assets shall be kept either in Foundation-controlled accounts or in the Endowment Fund under the umbrella of the Chester County Community Foundation.

Article XII Annual Report

Section 1. The President and Treasurer shall submit to the Foundation Board an annual report for the immediately preceding calendar year showing in appropriate detail the following:

a. the assets and liabilities of the Foundation as of the end of the immediately preceding calendar year;
b. the principal changes in assets and liabilities during the immediately preceding calendar year;
c. the revenue or receipts of the Foundation, both unrestricted and restricted, for the immediately preceding calendar year, including separate data with respect to each trust fund held by or for the Foundation; and
d. the expenses or disbursements of the Foundation, for both general and restricted purposes, during the immediately preceding calendar year.

Section 2. The Foundation Board shall approve the annual report for the immediately preceding calendar year.

Section 3. The President shall forward a copy of the annual report to the Library Board within thirty (30) days of approval.

Article XIII Amendments

These Bylaws may be amended at any regular meeting of the Foundation Board with the approval of a quorum of the full Foundation Board plus one Director, providing the amendment was submitted in writing at the previous regular meeting. No amendment to the Foundation Bylaws shall conflict with any provision of the Library Board's Bylaws.

Article XIV General Rule
A Director shall not be personally liable for monetary damages as a Director for any action taken, or any failure to take any action, unless:
a. the director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Nonprofit Corporation Law of Pennsylvania (the Act) and any amendments and successor acts thereto; and
b. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;
c. Provided, however, that the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

Article XV Indemnification
(a). The Foundation shall indemnify any officer or Director, or employee or representative if any, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Foundation) (a "Proceeding") by reason of the fact that such person is or was a representative of the Foundation, or is or was serving at the request of the Foundation as a representative of another domestic or foreign corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Foundation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Foundation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Foundation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
(b) Procedure. Unless ordered by a court, any indemnification under Section XV (a) or otherwise permitted by law shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determina┬Čtion shall be made:
(i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or
(ii) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Article XVI Dissolution

Upon the dissolution and/or liquidation of the Foundation, the Foundation Board, after paying or making provisions for the payment of all of the liabilities of the Foundation, shall distribute all assets of the Foundation to Easttown Library, provided that the Easttown Library is a Code Section 170(c)(1) organization at such time. In the event that the Easttown Library does not exist or is not a Code Section 170(c)(1) organization at such time, then the Corporation's board of directors shall distribute all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable, educational, literary or scientific purposes as shall at the time qualify as an organization or organizations exempt under Code Section 501(a) and described in Code Section 501(c)(3), as the board of directors shall determine, or to the federal government or a state or local government for a public library purpose serving the population of Easttown Township, Pennsylvania.

Revision adopted: May 12, 2010
Revision adopted: April 14, 2011
Revision adopted: April 11, 2012
Revision adopted: April 10, 2013
Revision adopted: June 11, 2015

6/2015

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