Friends By-laws

ARTICLE I    MEETINGS

Section 1.The annual meeting for all members of the Friends of the Hall County Library System shall be held in April.The membership shall be notified in writing at least two weeks prior to the date of the meeting.

Section 2.Meetings of the Board of Directors shall be held quarterly, or more often, as needed

Section 3.A simple majority of the Board of Directors and/ or members present at any meeting shall constitute a quorum.

Section 4.The library Director and/or a delegated library system representative shall be present at all meetings.

Section 5.All meeting shall be open to the public.

ARTICLE II    DUTIES OF OFFICERS AND DIRECTORS

Section 1.The President shall:

a. Preside at all meetings,

b. Appoint all committee chairpersons with the consent of the Board of Directors and coordinate their activities,

c. Be an ex-officio members of all committee except the nominating committee,

d. Present a brief annual report to include information if the activities of the past year and the date of the annual meeting in April

Section 2.The Vice President shall preside at meetings and perform the duties of the President in the absence of the President.

Section 3.The Secretary/Treasurer shall:

a. Keep the minutes of all officer and membership meetings,

b. Perform such other duties as are customarily required of the Office of Secretary.

c. Be the chief financial officers of the organization,

d. Make regular financial reports to the Board of Directors,

e. Arrange for an annual audit.

f. Perform such other duties as the officers may from time to time prescribe.

ARTICLE IV    DUES STRUCTURE

Section 1.Dues shall be payable annual and shall become due on the first day of January.

Section 2.Dues shall be determined by the officers.

ARTICLE V    DISSOLUTION OF THE ORGANIZATION

In the event of dissolution, the residual assts of the corporation will be turned over to the Hall County Library System if it still is in operation.Should it not be in operation, then the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501 (c) (3)and 170 (c) (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.

ARTICLE VI    LIABILITY OF OFFICERS AND DIRECTORS

No director or officers of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of duty of care, duties as set forth ion the by-laws or other statutory duties by such director or officer as a director or officer, not withstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of an officer and director for:

(1) any appropriation, in violation of his duties, or any business opportunity of the corporation,

(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of laws, or

(3) any transaction from which the director derived an improper personal benefit.

This provision shall not eliminate or limit the liability of a director or officer for an act of omission occurring prior to the date upon which this provision became effect and no amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act of omission occurring prior to such amendment or repeal.

ARTICLE VII    PARLIAMENTARY AUTHORITY

Roberts Rules of Order, Revised, shall govern this organization except when inconsistent with these By-Laws.