BYLAWS OF THE FRIENDS OF ALBANY PUBLIC LIBRARY, INC.

Article 1 - NAME

The name of this corporation shall be THE FRIENDS OF ALBANY PUBLIC LIBRARY, INC.

Article 2 – PURPOSES

The purpose of the corporation shall be to maintain an association of persons interested in books and libraries; to promote an informed interest in the Albany Public Library, its services and facilities; to stimulate support for meeting the community’s library needs; to provide programs of interest to the reading public; and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers except as permitted under Article 5 of the Not-for Profit Corporation Law of New York State.

Article 3 – MEMBERSHIP

A. Any individual, organization or business interested in the objectives of the corporation may become a member upon payment of annual dues in one of the following categories:
Sustaining $15.00
Patron 30.00
Business 75.00
Supporting 100.00

B. Membership shall cover a calendar year with renewals due annually.

C. The Board of Directors may change the dues categories and/or amounts without a vote of the general membership.

Article 4 - OFFICERS

A. The officers shall be a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer, elected by the membership at the annual meeting to be held no earlier than April 1 and no later than June 30 in each even-numbered year. The term of office shall be two years, commencing on July 1 following said election. No person may serve as President or Vice President for more than two consecutive terms.

B. The officers shall possess the customary duties and powers exercised by officers of similar corporations.

Article 5 – BOARD OF DIRECTORS

A. The Board of Directors shall manage the affairs of the corporation and shall consist of the five duly elected officers of the corporation; fifteen term Board members, five elected each year for three-year terms commencing July 1 following said election; and Honorary members, not to exceed five in number.

B. A term Board member who becomes an officer shall vacate his/her term Board position.

C. Officers and term Board members who have served with distinction may be elected by the membership at the Annual Meeting to be Honorary Board members, who are non-voting members.

D. The Board shall hold regular meetings, at least four a year. Board members shall be notified upon one week’s notice of the date, time, and place of regular meetings, of a change in a meeting’s date, time or location, or of a special meeting called by the President.

E. At all Board meetings, a majority of the Board members shall constitute a quorum. Any action which the Board is authorized to take shall be approved by the affirmative vote of a majority of the Board members present who are authorized to vote, provided there is a quorum, unless the Not-for-Profit Corporation Law of the State of New York requires the action to be taken by a greater percentage of the Board members entitled to vote.

F. All expenditures in excess of $100.00 require prior Board approval.

G. For a vacancy occurring after the Annual Meeting, the Board may appoint an interim director until June 30 after the next Annual Meeting.

H. Board meetings are open to the public, except for executive sessions.

Article 6 – ANNUAL MEETING

A. An Annual Meeting shall be held each year no earlier than April 1 and no later than June 30. The public may attend but only dues paying members of the corporation in good stead may vote. The presence of members entitled to cast ten votes or one-tenth of the total number of votes entitled to be cast, whichever is less, shall constitute a quorum at a meeting of members for the transaction of any business. The organization does not provide for voting by proxy.

B. The Board shall notify the membership of the positions to be filled by election at the Annual Meeting.

C. The Board or its Nominating Committee shall present a slate of officers and term Board members for election at the Annual Meeting. The membership shall receive advance notice of the Annual meeting and of the nominees.

Article 7 – BOARD COMMITTEES

A. The standing committees of the Board may include: Nominating, Membership, Program, Volunteers, and Special Projects. The Board or President may form a temporary committee. The President shall appoint committee chairpersons annually.

B. No committee or member thereof shall have the authority to make any contract or incur any corporate obligation over $100, except with the prior approval of the Board, whenever feasible at a regular or special Board meeting.

Article 8 – AMENDMENTS

The Board may propose amendments to the bylaws to be voted on at the Annual Meeting.

Article 9 – DISSOLUTION

In the event of dissolution, the Board shall distribute all the remaining assets and property of the corporation, after necessary expenses thereof, to another organization or organizations exempt under IRC Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law).

Draft distributed for Board approval at the meeting of 28 January 2002.
Draft approved by the Board (12 yes; 0 no; 2 abstentions) at the meeting on 25 February 2002. Draft presented and approved at the Annual Meeting on 29 May 2002.

Bylaws updated 11 May 2010 to include change in membership categories & dues from 27 October 2008.