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Example By-Laws for Library Foundations
Douglas County Library Foundation
RESTATED ARTICLES OF INCORPORATION OF DOUGLAS COUNTY LIBRARY FOUNDATION A NONPROFIT CORPORATION  
 
Pursuant to ORS 61.385, we , RANDOLPH LEE GARRISON, Vice President, and RUTH KRATOCHVIL, secretary, of the DOUGLAS COUNTY LIBRARY FOUNDATION, an Oregon nonprofit corporation, hereby adopt these Restated Articles of Incorporation:
 
 
I
 
  NAME:  The name of this nonprofit corporation I the DOUGLAS COUNTY LIBRARY FOUNDATION.
 

 
II
 
DURATION:  The period of duration of this nonprofit corporation shall be perpetual.
 

 
III
 
PURPOSE:  The purpose or purposes for which the corporation is organized are:
 
(1)  To aid, assist and promote interest in and development of the Douglas County Library system.
 
(2)  Improving the financial support of the Douglas County Library system, particularly through gifts, grants and bequests.
 
(3)  Transferring, conveying and delivering freely any and all monies and property acquired by it to the Douglas County Library system appropriate for the carrying out of the purposes herein set forth.
 
(4)  Managing and disposing of monies and property in accordance with the terms and provisions prescribed by the donors, grantors and trustees thereof.
 
(5)  Engaging in any lawful activity for which corporations may be organized under the Oregon Nonprofit Corporation Law, but only such activities as would permit? tax exemption under applicable laws and regulations of the United States of America and the State of Oregon.
 
 (6)  Exercising all rights and powers granted to nonprofit corporations under the laws of the State of Oregon as now existing or as may hereinafter be enacted or amended.
 
(7)  To solicit, collect and otherwise raise money and to expend, disburse and dispose of the same all for the purpose of accomplishing the aforementioned purposes.
 
This Corporation is organized exclusively for religious, charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code.
 

 
IV  
 
IRC SECTION 501(c)(3):  It is the express intention of the DOUGLAS COUNTY LIBRARY FOUNDATION to be an "IRC Section 501(c)(3) "(as amended from time to time) nonprofit corporation. The DOUGLAS COUNTY LIBRARY FOUNDATION shall be organized and operated exclusively for charitable, scientific, literary, and/or educational purposes. No part of the net earnings of the DOUGLAS COUNTY LIBRARY FOUNDATION shall inure to the benefit of any private person, shareholder or individual. No substantial part of the activities of the DOUGLAS COUNTY LIBRARY FOUNDATION shall carry on propaganda or otherwise attempt to influence legislation, except as otherwise provided in IRC Section 501. The DOUGLAS COUNTY LIBRARY FOUNDATION shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
 

 
V  
 
DISTRIBUTION OF ASSETS ON DISSOLUTION: Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
 

 
VI  
 
REGISTERED OFFICE AND AGENT:? The address of the registered office of the Corporation is:
Douglas County Library
Douglas County Courthouse
Roseburg, Oregon 97470
 
The name and address of the registered agent is:
Ruth Kratochvil, Director
Douglas County Library
Douglas County Courthouse
Roseburg, Oregon 97470
 

 
VII
 
 
RESTATED ARTICLES SUPERCEDE EXISTING ARTICLES OF INCORPORATION:  These Restated Articles of Incorporation shall supercede and cancel any existing Articles of Incorporation or Amendments thereof.
 

 
VIII  
 
STATEMENT OF ADOPTION:  the Board of Directors of the DOUGLAS COUNTY LIBRARY FOUNDATION by a vote of the majority of the Directors in office have adopted these Restated Articles of Incorporation at a regularly and duly convened meeting of the Board of Directors on the 9th day of December, 1981
 
DATED AND SIGNED this 10th day of December, 1981.
 
____________________
Randolph Lee Garrison,
Vice President
 
 ____________________
Ruth Kratochvil
Secretary
 
STATE OF OREGON
(ss. County of Douglas)
 
I, RANDOLPH LEE GARRISON, being the first duly sworn on oath, depose and say:
I am the duly elected Vice President of the DOUGLAS COUNTY LIBRARY FOUNDATION;  The foregoing Restated Articles of Incorporation were duly and regularly adopted by a majority of the members of the Board of Directors of the DOUGLAS COUNTY LIBRARY FOUNDATION; the foregoing Restated Articles of Incorporation are true as I verily believe.
 
 ____________________
Randolph Lee Garrison,
Vice President
 
SUBSCRIBED and SWORN to before me this 10th day of December, 1981.
 
 
(SEAL)____________________
Notary Public for Oregon
My commission Expires:

 
Driftwood Library Foundation

BYLAWS OF THE DRIFTWOOD LIBRARY FOUNDATION OF LINCOLN CITY AN OREGON NONPROFIT CORPORATION  
 
 
ARTICLE I: NAME  
 
The name of this corporation is The Driftwood Library Foundation of Lincoln City.
 

ARTICLE II:  OFFICES  

The Corporation shall maintain in the State of Oregon a registered office and a registered agent located at the registered office. The Board of Directors may, at any time, change the location of the registered office and the person designated as the registered agent. The corporation may also have other offices at such places as the Board of Directors may fix by resolution.
 

ARTICLE III:  PURPOSE  

This Corporation shall be organized and operated exclusively for charitable, scientific, literary and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes and Section 501(c)(3) of the Internal Revenue Code of 1993 (or their corresponding future statutes).
 
This corporation's primary purpose will be:
 
a).  To aid, assist, and promote interest in development of the Driftwood Library of Lincoln City by providing goods and services over and above the annual funding, pursuant to its budget, which the City of Lincoln City provides Driftwood Library, but not to provide funds which can or will be substituted by the City of Lincoln City for its traditional funding of the library from the City's general fund. Such enhancement of services include but are not limited to the following: Books and other library materials, equipment, and programs. The provision of goods and services shall be wholly within the discretion of the Board of Directors of this Corporation.
b).  To receive gifts, bequests, devises, endowment funds or revenues from other sources for use in enhancing library services at Driftwood Library of Lincoln City.
c).  To invest moneys received by it and to exercise control over the disbursement of the income to enhance library service with the principal to be conserved and retained by this Foundation. Foundation principal shall not be used for regular library operating expenses. Gifts accepted for specific purposes shall be spent for those purposes.
d).  To allocate money received by it for operating expenses of the Foundation.
 

ARTICLE IV: MEMBERSHIP  
 
All corporate powers shall be executed by and under authority of, and the business affairs of the corporation shall be managed by the direction of its Board of directors. There shall be a Board of directors, but there shall be no "members" (as defined by ORS 65.137) of the Driftwood Library of Lincoln City Foundation.
 

ARTICLE V:  BOARD OF DIRECTORS  
 
Section 1.  Duties: The affairs of the corporation shall be managed by its Board of Directors.
 
Section 2.  Chair: The Board of Directors shall elect a Chair to conduct meetings and perform other duties imposed on him/her by these bylaws.
 
Section 3.  Number: The number of voting Board of Directors may vary between a minimum of five and a maximum of twenty one, the exact number of which shall be fixed from time to time by resolution of the board of Directors, provided that no decrease in number shall have the effect of shortening the term of any incumbent or reducing the number of voting directors to less than five or to electing more than twenty one. The membership of the Board of Directors shall include at a minimum:
 
a)  The director of Driftwood Library, who shall be a non-voting member.
 
b)  One member of the Driftwood Library Board, to be appointed by Driftwood Library Board.
 
c)  One member of the Friends of the Library, to be appointed by the membership of the Friends of the Library.
 
d)  Two representatives from the Blanche Fischer Foundation, to? be selected by the Blanche Fischer Foundation, until such time as the Blanche Fischer Foundation no longer desires such membership.
 
e)  Seven other persons from public at large and who will include at least one but no more than four persons residing outside of the limits of Lincoln City but within the Library service area.
 
Section 4.  Term: The term of office of a member of the Board of Directors shall be as follows:
 
a)  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.
 
b)  The Board shall elect its own members, except that a Board member shall not vote on her/his own position.
 
c)  A Board member may hold a Board position for a maximum of two full three year terms. Such a person may be elected to a new term after a period no less than one year or to fill a vacancy for an unexpired term after a period no less than six months.
 
d)  Despite the expiration of a term, a Director shall continue to serve until a successor is elected to fill the position or until there is a decrease in the size of the Board.
 
Section 5.  Removal: Any board member may be removed, with or without cause, at a meeting called for that purpose, by a vote of 2/3 of the board members then in office.
 
Section 6.  Vacancies: Vacancies on the Board of Directors and newly created Board positions will be filled by a majority vote of the number of Board members then on the Board of Directors.
 
Section 7.  Quorum and Action: A quorum at a Board meeting shall be a majority of all Board members in office immediately before the meeting begins. If a quorum is present, action is taken by the affirmative vote of a majority of directors present. Where the law requires the affirmative vote of two thirds majority of Directors in office to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or dissolve, such action is to be taken by that majority as required by law.
 
Section 8.  Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of September at the registered office of the Corporation.
 
Section 9.  Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No written notice of the date, time, place, or purpose of these meetings is required.
 
Section 10.  Special Meetings. Special meetings of the Board of Directors may be held at the time and place whenever called by the President or any three or more Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Board member personally or by telephone or by mail not less than three days prior to the special meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need to be specified in the notice or any waiver of notice of such meeting.
 
Section 11.  No Salary. Board members shall not receive any salaries for their board services.
 
Section 12.  Action by Written Consent. Ay action required or permitted by the Articles of Incorporation, Bylaws, or laws of the State of Oregon to be taken at a meeting of the Directors of the Corporation may be taken without a meeting if a consent, in writing, setting forth the action to be taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be described as such.
 

ARTICLE VI:  COMMITTEES  
 
Section 1.  Executive Committee. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint an Executive Committee which shall consist of five voting Directors, including the Foundation President, the Treasurer, three other Directors (two of whom shall be members of the Fischer Foundation) and the Library Director of the Driftwood Library of Lincoln City, who shall be a non-voting member. The Executive Committee shall have and exercise such authority of the Board of Directors in the management of the Corporation as may be specified in said resolution; provided, that no such Committee shall have the authority to amend, alter, or repeal any Bylaws of Articles of Incorporation; to elect, appoint, or remove any committee member, Director, or other officer; to merge, consolidate, liquidate or otherwise reorganize the corporation; to sell, lease, exchange, or encumber all or substantially all of the assets of the Corporation or amend or repeal any resolution of the Board of Directors unless expressly authorized to do so by such resolution. The designation and authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him/her by law. Actions of the Executive Committee shall be recorded in minutes which shall be distributed promptly to all of the members of the board.
 
Section 2.  Other Committees. The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees shall be advisory.
 
Section 3.  Quorum and Action. A quorum at a committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by an affirmative vote of a majority of Directors present.
 

ARTICLE VII:  OFFICERS  
 
Section 1.  Titles. The officers of this Corporation shall be the President, one or more Vice Presidents, a Secretary, a Treasurer (each of who must be a Director of this Corporation), and such other officers and assistant officers as may be deemed? necessary by the Board of Directors, each of who shall be annually elected by the Board of Directors, and shall serve until his/her successor is duly elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. In addition to the powers and duties specified, below, the officers shall have powers and perform such duties as the board of Directors may prescribe.
 
Section 2.  President. The President shall be the executive officer of the Corporation, shall preside at all meetings of members, shall have responsibility for the general management of the Corporation, and shall see that all orders and resolutions of the Board of directors are carried into effect. The president shall have any of the powers and duties as may be prescribed by the Board of Directors.
 
Section 3.  Vice President. In the absence or disability of the President, the Vice President senior in service shall act as President.
 
Section 4.  Secretary. It shall be the duty of the Secretary to keep records of the proceedings of the Board of Directors and, when requested by the President to do so, to sign and execute with the President all deeds, bonds, contracts, and other obligation or instrument in the name of the Corporation.
 
Section 5.  Treasurer. The Treasurer shall maintain and review financial records and report it to the board from time to time. He/she shall cause to be deposited all funds and other valuable effects of the corporation in such depositories as may be designated by the Board of Directors. In general, he/she shall perform all of the duties incident to the office of Treasurer.
 
Section 6.  Election. The Board of directors shall elect the officers to serve one year terms. An officer may be reelected without limitation on the number of terms he/she may serve.
 
Section 7.  Vacancies. Vacancies in any office arising from any cause shall be filled by the Board of Directors at any regular or special meeting.
 
Section 8.  Compensation. The compensation, if any, of all agents of the corporation shall be fixed by the Board of Directors.
 
Section 9.  Removal. Any officer elected or appointed may be removed by a majority of the full board of directors whenever in its judgment the best interests of the corporation will be served thereby.
 

ARTICLE VII: ADMINISTRATIVE AND FINANCIAL PROVISIONS  
 

Section 1.  Fiscal Year. The fiscal year of the corporation shall be the period from July 1 to and including June 30 of the following year.
 
Section 2.  Loans prohibited. No loans shall be made by the Corporation to any officer or to any Director.
 
Section 3.  Corporate Seal. The corporation shall not have a seal.
 
Section 4.  Books and Records. The Corporation shall keep current and complete books and records of account and minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
 
Section 5.  Amendment of Bylaws. These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors by a two thirds affirmative vote of all Directors present, if a quorum is present. Prior to the adoption of the amendment, each Board member shall be given at least three days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment.
 
Section 6.  Annual Report with Audit.  An Annual Report and Financial audit shall be required. A copy shall be given promptly to the Attorney General for the State of Oregon, to the Blanche Fisher Foundation for as long as representation on the Board of directors continues, to the Library Board of Driftwood Library of Lincoln City, and to the Reference Section, Driftwood Library, for inspection by the public.
 
Section 7.  Rules of Procedure. The rules of procedure at meetings of the Board of Directors of the Corporation shall be the rules contained in Robert's Rules of Order on Parliamentary Procedure, as amended, or other recognized parliamentary rules, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board of Directors.
 
APPROVED by the Board of directors on the ___ day of ___, _____.

 
Eugene Public Library Foundation
As amended 1/10/94
 
BYLAWS OF EUGENE PUBLIC LIBRARY FOUNDATION  
 
ARTICLE I - PURPOSE  
 
Section 1.   Purpose.  The Eugene Library Foundation (hereinafter "Foundation"), is a non-profit corporation organized under the laws of Oregon as the Eugene Public Library Foundation and has been and is incorporated to serve the following purposes:
1.1 To promote the concept that the library is an integral part of the community.
1.2 To stimulate the interest and support of the community for the Library.
1.3 To stimulate and encourage contributions to the Library especially through gifts, grants, and bequests.
1.4 To receive and encourage gifts in accordance with Section 501 C3 of the Internal Revenue Code of 1954 as Amended.
1.5 To work for an ever-improving library for our city.

 
ARTICLE II - OFFICES  

Section 1.   Principal Office.  The principal office of the Foundation shall be located in Eugene, Oregon. The Foundation may have such other offices either within or without the State of Oregon as the Board of Directors may designate or as the business of the Foundation may require from time to time.
Section 2. Registered Office.  The registered office of the Foundation required by the Oregon Business corporation Act to be maintained in the State of Oregon may be, but need not be, identical with the principal office in the State of Oregon, and the address of the registered office may be changed from time to time by the Board of Directors upon due compliance with the requirements of Oregon law.
 

ARTICLE III - MEMBERS  
 
The Foundation shall have no shareholders or members. No share of capital stock shall be issued.
 

ARTICLE IV - BOARD OF DIRECTORS  
 
Section 1.   General Powers.  The business and affairs of the Foundation shall be managed exclusively by its Board of Directors. The Board of Directors is vested with the power possessed by the corporation itself, insofar as this delegation of authority is not inconsistent with the laws of the State of Oregon, the Articles of Incorporation or with these Bylaws.
 
Section 2.   Number, Tenure and Qualifications.  The number of directors of the Foundation shall be not less than five nor more than 21. The exact number within such minimum and maximum limits shall be fixed by resolution of the directors from time to time. The number of directors may be increased or decreased by amendment to the Bylaws, without reference to the Articles of Incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director.
The term of the directors shall be for a period of three years except as hereinafter provided. No director shall serve, however, more than two consecutive three-year terms, absent the full board's decision to waive this provision in a specific instance.
The Board of Directors shall include at all times two directors chosen from the "Friends of the Eugene Public Library." There are no special qualifications for any other members of the Board of directors. The library director or his or her designee will be an ex officio member of the Board of Directors.
It being appropriate to maintain continuity on the Board, two-thirds of the directors shall usually have been members of the Board for at least one year. To this end, upon the first annual election of directors, the directors shall be divided by lot into three classes. The first class shall serve a term of one year, the second class shall serve a term of two years and the third class shall serve a term of three years. Each director shall then hold office for the term for which he or she is elected and until his or her successor shall have been elected to serve a term of three years, except those elected to fill a vacancy left by a former director. If and when additional positions on the Board are created, the three classes shall be balanced in numbers so far as may be possible.
Section 3.   Election and Term.  After the first annual meeting of the Board of directors, the member or members of one class of directors shall be elected by the Board of Directors at each annual meeting, to hold office until the expiration of their term of office and until their successors are elected and qualified. A director elected to fill a vacancy or serving in a class in which his or her initial term was less than three years, may serve two consecutive three-year terms in addition to the period of time for which he or she was first elected.
Prior to the expiration of the term of office for each director, the Board of Directors shall be vested with the responsibility of nominating and electing successor directors who have consented to serve. Each successor director shall be elected by the affirmative vote of a majority of the directors then serving. The directors named in the Articles of Incorporation shall serve as directors until the first annual meeting of the corporation.
Section 4.   Regular meeting.  The annual meeting of the board of Directors shall be held during June of each year, at such places as designated by the directors, and with appropriate notice. The Board of directors may provide, by resolution, the time and place, either within or without the State of Oregon, for the holding of additional regular meetings. The resolution shall set forth the notice for the meeting.
Section 5. Special Meeting.  Special meetings of the Board of Directors may be called at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix a place, wither within or without the State of Oregon, as a place for holding any special meeting of the Board of Directors called by them.
Section 6. Notices.  Notice of any regular meeting of the Board of Directors shall be given at least ten days prior thereto by written notice or oral communication delivered personally or mailed, in writing, to each director at the directors last known address. Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally or mailed to each director at the director's last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of such notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7. Quorum.  A majority of the Foundation's directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 8. Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9. Vacancies.  Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors. If there shall be only one remaining director, the remaining director may appoint the person or persons required to fill any vacancies. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office.
Section 10. Presumption of Assent.  A director of the Foundation who is present at a meeting of the Board of Directors at which action on any Foundation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with a person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Foundation immediately after the adjournment of the meting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 11. Removal.  A director may be removed in two ways. At any meeting of the Board of Directors, any individual director may be removed from office without cause by a vote of more than fifty percent of the directors then serving. Any director elected or appointed by the Board of Directors may be removed after three consecutive absences without a valid excuse.
 

ARTICLE V - OFFICERS  
 
Section 1. Description.  The officers of the Foundation shall be a president, one or more vice-presidents, secretary and treasurer, each of whom shall be elected by the Board of Directors. Other officers as deemed necessary by the Board may be elected or appointed by the Board of Directors.
Section 2. Election and Term of Office.  The officers shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office until the officer's successor shall have been duly elected and qualified or until that officer's death or until the officer shall resign or until the officer shall have been removed in the manner hereinafter provided. No officer shall serve more than two consecutive terms in one office.
Section 3. Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed without cause by a majority of the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby.
Section 4. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or other cause may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President.  The president shall be the principal executive officer of the Foundation and, subject to the control of the Board of Directors, shall in general supervise all of the business and affairs of the Foundation. The president shall preside at the Board of Directors meetings. The president may sign with the secretary or any other proper officer of the Foundation authorized by the Board of Directors any checks, deeds, mortgages, bonds, contracts, or other instruments which the Board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. Once the president's term of office ends, the past president shall remain on the Executive committee and the Board of Directors for one year as an adviser to the president and the Board of directors regardless of the two term limit on directorships referred to in Article IV, Section 2 above.
Section 6.   Vice-President.  In the absence of the president or in the event of the president's death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president the first vice-president) shall perform the duties of the president and when so acting, shall have all of the powers of and be subject to all of the restrictions upon the president. Any vice-president shall perform such duties as from time to time may be assigned by the president, by the secretary or by the Board of Directors.
Section 7. Secretary.  The secretary shall: (a) keep the minutes of the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each director; and (e) in general perform all duties as from time to time may be assigned to the secretary by the president or by the Board of Directors.
Section 8. Treasurer.  The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Foundation; (b) receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (c) make such reports as are deemed necessary by the Board; (d) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or by the Board of Directors. The treasurer may be required to be bonded.
 

ARTICLE VI - COMMITTEES  
 
Section 1. Number of Committees. For the efficient operation of the Foundation, the Board of Directors may appoint members to standing committees or create ad hoc committees consisting of not less than three individuals each. Committee members need not be directors of the Foundation. Four standing committees and their functions may be:
1.1 The Executive Committee. This committee shall be composed of the officers of the Foundation and the past president. The committee may meet to plan the meetings of the Board of Directors and to carry out the policies and work of the Foundation as determined by the Board of Directors. They may serve as a Finance, Public Relations, Fundraising, or Nominating Committee. They may authorize expenditures of up to $500 without Board approval.
1.2 The Public Relations Committee. This committee shall be responsible for distributing appropriate materials regarding the purposes of the Foundation.
1.3 The Fundraising Committee. This committee shall be responsible for planning and implementing money-raising campaigns for both the operating budget and the endowment funds of the Foundation.
1.4 The Nominating Committee. This committee shall be responsible for seeking out and nominating candidates to serve on the Foundation's Board of Directors and its committees.
 

ARTICLE VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS  

Section 1. Contracts. The Board of Directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Loans to Foundation.  No loan shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences 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 such manner as from time to time may be determined by the Board of Directors.
Section 4. Deposits.  All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.
 

ARTICLE VIII - FISCAL YEAR  
 
The initial fiscal year of the corporation shall begin on January 1 and shall terminate on December 31 or at such other time as the Board of Directors shall provide.
 

ARTICLE IX - RESIGNATION AND REMOVAL  

Any director or officer of the Foundation may resign at any time by giving written notice to the Foundation, to the Board of Directors or to the president of the Board or to the secretary of the corporation. However, no director may resign if doing so will result in leaving the Foundation without any elected directors who have agreed to serve. Any resignation shall take effect upon acceptance by the Board of Directors.
 

ARTICLE X - AMENDMENTS  
 
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors by a majority vote at any regular or special meeting of the Board of Directors.


ARTICLE XI - INDEMNIFICATION OF BOARD OR DIRECTORS AND OFFICERS
 
The Foundation shall indemnify any person 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 (other than an action by or in the right of the Foundation) by reason of the fact that the person is or was a director or officer of the Foundation, or is or was serving at the request of the Foundation as a director or officer or another foundation, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement and actually and reasonably incurred by that person in connection with the action, suit or proceeding unless that person acted in bad faith and in a manner reasonably believed to be against or opposed to the best interest of the Foundation, and, with respect to any criminal action or proceeding, unless the person had reasonable cause to believe that the conduct was unlawful.
To the extent that a director or officer of the Foundation has been successful and the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith.
Any indemnification under this Article, unless ordered by a court, shall be made by the Foundation only, as authorized in the specific case upon a determination that indemnification of the director or officer is proper and the circumstances because that person has met the applicable standard of conduct set forth in this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs by independent legal counsel in a written opinion.
Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding if it is authorized as outlined in the paragraph immediately above upon receipt of a request by or on behalf of the director to repay that amount unless it shall ultimately be determined that person is entitled to be indemnified by the Foundation as authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled by law or under agreement, disinterested directors or otherwise, both as to action in that person's official capacity and as to action in another capacity for holding that capacity and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
 

ARTICLE XII - MISCELLANEOUS  

Section 1. Informal Action by Directors.  Any actions required by the Oregon Non-profit Corporation Act to be taken at a meeting of directors or any other action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing setting forth the action so taken be signed by all directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as the unanimous vote of such directors.
Section 2. Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors.
Section 3. Adoption.  The foregoing Bylaws have been adopted by this Foundation this ___ day of May, 1984.
 
Article IV, Section 4, as written above, was amended on May 8, 1989.
 
Article I, Section 1; Article IV, Section 2; Article V, Section 5; and Article Vi, Section 1; plus some minor word and punctuation changes, as written above, were amended on January 10, 1994.


 
The Library Foundation (Multnomah County)
The Library Foundation (Multnomah County)

RESTATED BYLAWS OF LIBRARY FOUNDATION, INC. -- SERVING THE PEOPLE OF MULTNOMAH COUNTY  
 
ARTICLE I NAME  

The name of the Corporation is the Library Foundation, Inc. -- Serving the People of Multnomah County.
 

ARTICLE II PURPOSE AND POWERS  

2.1 Purpose. The purpose of the corporation is to promote appreciation, interest, and support for and to benefit and provide support to the Multnomah County Library in any manner determined by the board of trustees including (without limitation) to help Multnomah County Library fulfill its mission of serving the peoples of Multnomah County by raising funds to enhance the facilities and the scope of services provided by tax resources from Multnomah County and to provide an endowment to support those enhancements.
 
2.2 Powers. Subject to the foregoing purposes and the requirements of Section 501(c)(3) of the Internal Revenue code of 1986, as amended, the Corporation shall have and may exercise all the rights and powers of a nonprofit corporation under the Oregon Nonprofit Corporation Act.
 

ARTICLE III MEMBERS  

3.1 Membership. The Corporation shall not have voting members within the meaning of the Oregon Nonprofit Corporation Act. The board of trustees may nevertheless classify certain persons paying annual dues or otherwise associated with the Corporation as nonvoting "members," who shall not be members as defined in the Oregon Nonprofit Corporation Act, but who shall have the membership rights and privileges as determined by the board.
 

ARTICLE IV TRUSTEES  
 
4.1 Powers. The board of trustees shall manage the business affairs of the Corporation and exercise or direct the exercise of all corporate powers.
 
4.2 Number. The number of trustees may vary between a minimum of ten and a maximum of forty, the exact number of which to be fixed from time to time by resolution of the board of trustees.
 
4.3 Election and Term of Office. Candidates for a new or replacement trustee shall be nominated by the Executive Committee and Trustees may be elected at any meeting of the board of trustees by a majority vote of the trustees then in office. Except as otherwise provided in these bylaws, the term of each trustee shall be four years (or until their successors have been elected and take office). The terms of the trustees shall be staggered in such manner that the terms of up to one-fourth of the trustees will expire each year starting in the fiscal year beginning July 1, 1997.
 
4.4 Qualifications. At least 10 percent of the members of the board of trustees shall be members of the board of directors of the Multnomah County Library, as long as that entity is in existence. The Library Director shall serve as an active ex officio member of the board of trustees. The executive vice president shall serve as an active ex officio member of the board of trustees. One member of the Executive committee of the Friends of the Library shall be appointed to serve on a one-year term on the board of trustees to help coordinate these two support organizations. There are no special qualifications for any other members of the board of trustees.
 
4.5 Removal. A trustee may be removed, with or without cause, by the affirmative vote of a majority of the trustees then in office, at any meeting of the board of trustees. The notice of such meeting shall state that the purpose or one of the purposes of the meeting is the removal of a trustee or trustees.
 
4.6 Vacancies. Any vacancy occurring in the board of trustees for any reason, including a vacancy resulting from an increase in the number of trustees, shall be filled by election by a? majority vote of the trustees then in office and shall serve the remainder of the replaced trustee_s term.
 
4.7 Registration. Any trustee may resign at any time by delivering written notice of resignation to the Chair or Secretary. Such resignation shall be effective on receipt unless it is specified therein to be effective at a later time, and unless acceptance of the resignation shall not be necessary.
 
4.8 Compensation. Trustees shall serve without compensation for services. A trustee may receive reimbursement for actual and reasonable expenses incurred in performing his or her duties upon approval of the board of trustees.
 
4.9 Meetings.
 
(a) Annual Meetings. The annual meeting of the board of trustees shall be held in June, the specific date, time, and place of which to be determined by the board of trustees.
 
(b) Regular Meetings. The board of trustees may from time to time establish monthly or other regular meetings of the board, the specific date, time, and place of which shall be determined by the Chair.
 
(c) Special Meetings. Special meetings of the board of trustees may be called by the Executive Committee or by at least one-quarter of the trustees then in office.
 
(d) Notice of Meetings. Written notice of the annual meeting of the board of trustees shall be given at least 30 days before the meeting, written notice of a regular meeting shall be given at least ten days before the meeting, and written or oral notice of a special meeting shall be given at least 24 hours before the meeting. The notice shall in each case specify the date, time, and place of the meeting, and notice shall be sufficient if actually received at the required time or if mailed not less than five days before the required time. Mailed notices shall be directed to the trustee's address shown on the corporate records or to the trustee's actual address ascertained by the person giving notice. Oral notice may be delivered in person or by telephone. Except as otherwise required by law, the Articles of Incorporation, or these bylaws, neither the business to be transacted at nor the purpose of any meeting of the board of trustees need be specified in the notice.
 
4.10 Waiver of Notice. Whenever any notice is required to be given to any trustee, a waiver thereof in writing, signed by the trustee entitled to such notice, whether before or after the event specified in the waiver, shall be deemed equivalent to the giving of such notice. Furthermore, the attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
4.11 Action Without a Meeting. Any action that is required or permitted to be taken by the trustees at a meeting may be taken without a meeting if a consent in writing setting forth the action is signed by all of the trustees entitled to vote on the matter.
 
4.12 Meeting by Telephone Conference. The board of trustees may hold a meeting by conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute presence in person at the meeting.
 
4.13 Quorum; Majority Vote. A majority of the number of trustees in office at the time of a meeting of the board of trustees shall constitute a quorum for the transaction of business at any meeting of the board of trustee. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees; unless a different number is required? by law, the Articles of Incorporation, or these bylaws. A minority of the trustees, in the absence of a quorum, may adjourn and reconvene from time to time but may not transact any business.
 
4.14 Advisory Trustees. The board of trustees may appoint members or others as "advisory trustees" in recognition of their contributions and importance to the corporation, to serve at the pleasure of the board of trustees. Advisory trustees shall be entitled to receive notice of all regular and annual meetings of the board of trustees, to attend and speak at such meetings, and to receive copies of the minutes thereof, but shall not be entitled to vote at board meetings and shall not be treated as trustees for purposes of Section 4.3 or Article VI of these bylaws.
 

ARTICLE V OFFICERS  

5.1 Designation and Powers. The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. Such other officers as may be deemed necessary may be elected by the board of trustees, including an executive vice president, and shall have such powers and duties as may be prescribed by the board and these bylaws. The same individual may hold two or more offices, except that such individual shall not be both Chair and Secretary at the same time. Except as authorized by the board of trustees (such authorization may be general or specific), no officer may enter into any contract or execute and deliver any instrument in the name of the Corporation, or otherwise obligate (conditionally or unconditionally) the Corporation.
 
5.2 Election and Term of Office. The officers of the Corporation shall be elected annually by the board of trustees at the annual meeting of the board of trustees. Each officer shall hold office until a successor is duly elected or until the officer's resignation, death, or removal.
 
5.3 Resignation. An officer may resign at any time by delivering written notice of resignation to the Chair or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at a later time. The board of trustees may reject any postdated rejection by notice in writing to the resigning officer.
 
5.4 Removal. The board of trustees may remove any officer, with or without cause, by the affirmative vote of a majority of the trustees then in office, at any meeting of the board of trustees. Removal shall be without prejudice to the contract rights, if any, of the person removed. Election of an officer shall not of itself create contract rights.
 
5.5 Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the board of trustees for the unexpired portion of the term.
 
5.6 Compensation. Officers shall serve without compensation for services. An officer may receive reimbursement for actual and reasonable expenses incurred in performing his or her duties upon the approval of the board of trustees or Executive Committee.
 
5.7 Chair. The Chair of the board shall preside at meetings of the board of trustees, shall assure that the board of trustees is advised on all significant matters of the Corporation's business, shall have all powers and duties ordinarily exercised by the chair of the board of a nonprofit corporation, and shall have such powers and duties as may be prescribed by the board or by the bylaws.
 
5.8 Vice Chair. The Vice Chair shall perform such duties as the board of trustees shall prescribe. In the absence or disability of the Chair, the chair's duties and powers shall be performed and exercised by the Vice Chair.
 
5.9 Secretary. The Secretary shall prepare and keep (or cause to be prepared and kept) the minutes of all meetings of the board of trustees and any committees of the board of trustees and shall have custody of the minute books and other records pertaining to corporate business. The Secretary shall give or cause to be given such notice of the meetings of the board of trustees as required by the bylaws. The Secretary shall be responsible for authenticating resolutions and other records of the Corporation. The Secretary shall perform such other duties as may be prescribed by the board of trustees.
 
5.10 Treasurer. The Treasurer shall be the chief financial and accounting officer of the Corporation and shall supervise and monitor the finances of the Corporation. The Treasurer shall perform such other duties as may be prescribed by the board of trustees.
 
5.11 Executive Vice President. The Executive Vice President, if that position is filled by the board of trustees, shall, subject to the control of the board of trustees, have general supervision, discretion, and control of the business and the affairs of the corporation and shall have such powers and duties as may be prescribed by the board of trustees or by the bylaws.
 

ARTICLE VI COMMITTEES  
 
6.1 Creation; Removal. The board of trustees shall, by resolution, adopted by a majority of the trustees them in office, designate and appoint an Executive Committee, a Finance Committee, a Development committee, and Investment Committee, and a Gift Acceptance Committee (the "Standard Committees"), and such other committees as may be deemed appropriate. The Chair and the Library Director shall act as active ex officio members of all standing committees. The board of trustees may, by resolution adopted by a majority of the trustees then in office, remove any member of any Committee, with or without cause.
 
6.2 Authority. Each committee appointed by the board of trustees shall have and may exercise such powers and authority as may be conferred by the board of trustees, but no committee shall in any event have the power or authority to (a) amend, alter, or repeal these bylaws or the Articles of Incorporation, (b) elect, appoint, or remove any trustee or officer, (c) approve dissolution or merger or any sale, pledge, or transfer of all or substantially all of the Corporation's assets, or (d) authorize any distribution of the assets of the Corporation. The designation and appointment of any committee and the delegation thereto of any authority shall not operate to relieve the board of trustees or any individual trustee of any responsibility imposed by law. The board of trustees shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge the executive and any other committee.
 
6.3 Executive Committee. The Executive Committee shall consist of the officers of the Corporation, at least one trustee who is also a director of the Multnomah County Library, the Chairs of each Standing Committee, and such other trustees as the board deems appropriate. Between meetings of the board of trustees, the Executive Committee shall, subject to such limitations as may be imposed by resolution of the board of trustees or applicable law, have and exercise all the power and authority of the board of trustees in the management of the Corporation. A written report of the actions taken by the Executive Committee shall be made at the next meeting of the board of trustees.
 
6.4 Other Committees. All other committees shall consist of at least one trustee and may include such members of the Corporation as may be appointed thereto by the board of trustees. The Chair and the Library Director shall be nonvoting ex officio members of all other committees.
 
6.5 Meetings. Members of committees shall meet at the call of the Chair at such place as the Chair shall designate after reasonable notice has been given to each committee member. Each committee shall keep minutes of its proceedings and within a reasonable time thereafter make a written report to the board of trustees of its actions. Any action that may be taken by a committee at a meeting may be taken without a meeting if a consent in writing setting forth the action taken and signed by all members of the committee entitled to vote on the matter. The action shall be effective on the date when the last signature is placed on the consent.
 
6.6 Quorum. A majority of the members of a committee shall represent a quorum for the transaction of business at any committee meeting, and any transaction of a committee shall require a majority vote of the quorum present at the meeting.
 

ARTICLE VII INDEMNIFICATION OF TRUSTEES AND OFFICERS
 
   7.1 Generally. The Corporation shall to the fullest extent permitted by law indemnify any person who is or was a trustee or officer of the Corporation against any and all liability incurred by such person in connection with any claim, action, suit, or proceeding or any threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a trustee or officer of the Corporation, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal proceeding such person had no reasonable cause to believe the conduct was unlawful. Liability and expenses include reasonable attorney's fees, judgments, fines, costs, and amounts actually paid in settlement. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which such person reasonable believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights to which any such trustee or officer may be entitled under any statute, bylaw, agreement, or otherwise.
 
7.2 Actions by or in the Right of the Corporation. In connection with any proceeding brought by or in the right of the Corporation, the Corporation may not indemnify any person who is or was a trustee or officer of the Corporation if such person has been adjudged by a court of law to be liable to the Corporation, unless the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all of the circumstances of the case such person is fairly and reasonably entitled to indemnity.
 
7.3 Self-Interested Transactions. The Corporation may not indemnify any person who is or was a trustee or officer of the Corporation in connection with any proceeding charging improper personal benefit to such person in which such person has been adjudged liable on the basis that personal benefit was improperly received by such person, unless the court in which the action or suit was brought determines upon application that, despite the adjudication of liability, in view of all circumstances of the case such person is fairly and reasonably entitled to indemnity.
 
7.4 Determination of the Propriety of Indemnification. The determination that indemnification is proper shall be made by the majority vote of a quorum consisting of the trustees who were not parties to the proceeding or, if such a quorum cannot be obtained, by the majority vote of a committee, duly designated by the board of trustees, consisting of at least two trustees who were not parties to the proceeding. If there are not two trustees who were not parties to the proceeding, the full board of trustees, including trustees who were parties to the proceeding, shall select special legal counsel to determine whether indemnification is proper.
 
7.5 Evaluation of Expenses. An evaluation as to the reasonableness of expenses shall be made by the majority vote of a quorum consisting of trustees who were not parties to the proceeding or, if such a quorum cannot be obtained, by the majority vote of a committee, duly designated by the board of trustees, consisting of at least two trustees who were not parties to the proceeding. If there are not two trustees who were not parties to the proceeding, the full board of trustees, including trustees who were parties to the proceeding, shall evaluate the reasonableness of expenses.
 
7.6 Notice to the Attorney General. A trustee or officer shall not be indemnified by the Corporation until twenty days after the effective days of written notice to the Attorney General of the proposed indemnification.
 
7.7 Advance of Expenses. Expenses incurred with respect to any claim, action, suit, or other proceeding of the character described in this Article may be advanced by the Corporation prior to the final disposition of such proceeding if (a) the trustee or officer provides written affirmation to the Corporation of such person's good faith belief that such person satisfies the criteria for indemnification, and (b) the trustee or officer gives the Corporation a written undertaking to repay the advanced amount if it is ultimately determined that the trustee or officer is not entitled to indemnification under this Article. The undertaking shall be a general obligation of the trustee or officer, but need not be secured and may be accepted by the board of trustees without reference to the trustee or officer's financial ability to make repayment.
 
7.8 Insurance. The board of trustees shall have the power to purchase insurance on behalf of any individual who is or was an officer or trustee of the Corporation against liability asserted against or incurred by such individual arising out of such individual's status as a trustee or officer of the Corporation, whether or not the Corporation would have the power to indemnify such individual against liability under the provisions of this Article.
 

ARTICLE VIII ATTENDANCE AT BOARD MEETINGS  
 
It is the duty of each officer and trustee to attend meetings of the board of trustees. Any officer or trustee who, without excuse fails to attend an annual or special meeting, three regular meetings within any 12-month period, is presumed unable to carry out duties of office and shall be replaced. An absence shall generally be considered without excuse if the officer or trustee fails to give advance notice of his or her inability to attend and the reason therefore. This provision shall not be retroactive.
 

ARTICLE IX FISCAL YEAR  
 
The fiscal year of the Corporation shall begin on July 1 and terminate on June 30.
 

ARTICLE X AMENDMENT  
 
The board of trustees may amend or repeal these bylaws or adopt new bylaws, by the affirmative vote of the majority of the trustees then in office, at any meeting of the board of trustees; provided, however, that any amendment or repeal of these bylaws or adoption of new bylaws may only be submitted to the board of trustees for vote if first approved by the Executive Committee, if such a committee has been established. The meeting notice shall state that a purpose of the meeting is to consider the amendment to the bylaws and shall contain a copy or summary of the proposed amendment.
 
The foregoing bylaws were duly adopted by the board of trustees on _______, 1996.
 
______________________
Secretary