By-Laws for the St. Charles City-County Library Foundation
Adopted April 22, 1999, St. Peters, Missouri
Amended: March 16, 2000
Amended: November 15, 2007
ARTICLE I: NAME AND PURPOSES
Section 1. Name The name of this corporation shall be the "St. Charles City-County Library Foundation," hereafter referred to in these Bylaws as "the Foundation."
Section 2. Purposes The Foundation is a not-for-profit corporation, organized under the laws of the State of Missouri, exclusively for literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and particularly to solicit, receive, hold, and administer gifts, and to do such other lawful acts and undertake such other enterprises for literary and educational purposes for the support and benefit of the St. Charles City-County Library District or closely allied causes.
Section 3. No private benefit to inure; limitation on influencing legislation No part of the earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purposes clause hereof. No substantial part of the activities of the organization shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by (a) an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4. Registered Office The Registered Office of the Foundation shall be located at the St. Charles City-County Library District Administrative Offices, 425 Spencer Road, St. Peters , MO 63376. The Planning and Development Coordinator of the St. Charles City-County Library District shall serve as Registered Agent for the Corporation. The Foundation may change its Registered Address as the Board of Directors may from time to time determine, or the business of the Foundation may require.
Section 5. Seal The Board may adopt or revise a Corporate Seal as deemed appropriate.
Section 6. Duration The Foundation shall be perpetual.
Section 7. Dissolution Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all liabilities and obligations of the Foundation, distribute remaining assets of the Foundation for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or to the federal government, or state or local government for a public purpose. The Foundation specifically designates that should it dissolve, all net assets shall be distributed to the St. Charles City-County Library District, a qualified Missouri Political Subdivision.
ARTICLE II: BOARD OF DIRECTORS
Section 1. Duties The property, business and affairs of the Foundation shall be controlled, conducted and managed by the Board of Directors, which shall exercise all the corporate powers of the Foundation. The Board, and all of its individual members, shall promote and encourage individual and corporate gifts for the Benefit of the St. Charles City-County Library Foundation. The Board shall accept, hold, manage, invest, reinvest, and administer any gifts, bequests, devices, benefits of trusts, and property of any sort, and shall, at least annually, disburse or donate amounts, as determined by the Foundation Board, to the St. Charles City-County Library District, or for closely allied causes. In addition, the Board may, at the request of the St. Charles City-County Library District, conduct capital campaigns designed to raise funds for the capital projects of the St. Charles City-County Library District as approved by its Board of Trustees, and shall hold, administer, and invest those funds until such time as the District's Board of Trustees releases funding for the project or projects, and requests coincidental disbursement from Foundation assets.
Section 2. Composition The President of the St. Charles City-County Library Board of Trustees, or a duly appointed representative selected from among the Trustees, shall be a member of the Foundation Board of Directors, but shall not, by virtue of his or her position alone, be an officer of the Foundation. The specific number and composition of the Foundation Board will be determined by that Board, except that there shall be one designated position for a member of the St. Charles Library Building Corporation, one designated position to be
filled from among the St. Charles City-County Library staff; and one designated position to be filled from among the membership of the Friends of the St. Charles City-County Library District.
Section 3. Number The number of Directors of the Foundation shall be not more than twenty-one (21) including officers. With the exception of President or appointed representative of the Library District Board of Trustees, no other individual may service simultaneously on the Board of Trustees of the St. Charles City-County Library District and upon the Board of Directors of this Foundation. In no event shall a majority of the Directors consist of "disqualified persons" as provided in Section 509(a)(3) and Section 4946 of the Internal Revenue Code, as amended.
Section 4. Ex-Officio Members The Director, and the Planning and Development Coordinator of the St. Charles City-County Library District shall be ex-officio non-voting members of the Foundation Board. The Coordinator of Finance and Support Services shall be an ex-officio voting member of any committee on investment strategy to the extent that his or her committee involvement does not engender conflicts of interest with that person's role as the Library District's Chief Financial Officer. The President may appoint other ex-officio and / or non-voting members as deemed appropriate.
Section 5. Elected Directors The Foundation Board shall elect members in such manner and for such terms that will result in the expiration of the terms of office of one-third of their number on a staggered basis. The initial Board of Directors shall, within one year of incorporation, increase Board membership by at least two members, and shall annually increase membership until the number of Directors specified in Article II, Section 3
is attained.
Section 6. Terms of Directors The members of the Foundation Board shall serve terms of three years. Directors shall be limited to three full three-year terms, plus any additional time for a mid-term appointment.
Section 7. Removal Any Director or Directors may be removed from the Board by a majority vote of the entire Board of Directors, at a meeting of the Board called expressly for that purpose. The Secretary of the Board shall provide advanced, written notice of not less than seven (7) days to all members and ex-officio members, said notice to contain the date, time, location, and specific agenda for any action of removal.
Section 8. Vacancies In the event of the death, incapacity, resignation, refusal to act, or removal of one or more Directors, the vacancy created shall be filled by a successor, who shall be elected by the Foundation Board and whose initial term shall be the balance of time remaining on the term vacated.
Section 9. Compensation Directors, as such, shall not receive compensation for their services.
ARTICLE III: OFFICERS
Section 1. Officers The Foundation shall have the following officers: President; Vice President; Secretary; Treasurer; and Past-President. The Board may appoint other officers and agents, as it shall deem necessary, who shall exercise such permanent or temporary powers as determined and charged by the Board. Each officer shall be elected, from among the Board membership, annually at the annual meeting, and shall serve a term of one year, or until a successor is duly empowered.
Section 2. Powers and Duties of Officers
A. President. The President's powers and duties shall include, but shall not be limited by, the following:
1. The President shall be an active or ex-officio member of all committees.
2. The President shall advise the Secretary of business items to be included on the agenda for
meetings of the Board.
3. The President shall preside at all meetings of the Board of Directors.
4. The President shall sign all corporate documents pertinent to the affairs of the Foundation
which are not otherwise delegated to other officers for signature.
5. The President shall annually report on the status of the Foundation to the St. Charles City-
County Library District Board of Trustees.
6. The President shall exercise the power to vote, or assign proxy to vote, in the name of and on
behalf of the Foundation, at any meeting of the shareholders of any corporation in which the Foundation may hold shares, and shall represent the Foundation in all manners incumbent to shareholders.
B. Vice President. In the absence of the President, or in case of the President's incapacitation, the Vice-President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of, and be subject to any restrictions upon the President. The Vice President shall perform such other duties as shall, from time to time be assigned by the President or Board.
C. Secretary The Secretary shall be the recording officer, and custodian of the records of the Board of
Directors. As such, the Secretary shall have all powers and duties normally incident to the office of Secretary of a corporation, except as otherwise specifically provided by law, the Articles of Incorporation, or assigned to another officer or committee by the Board of Directors. These powers shall include, but are not limited by the following:
1. The Secretary shall give all notices required by statute, Bylaw, or resolution.
2. The Secretary shall record the minutes of all meetings of the Board of Directors and perform
such duties as the Board of Directors may assign.
3. The Secretary shall safely keep custody of the seal, if any, and shall have the authority to affix
the seal to all instruments proper to the conduct of the business or legal transactions of the Foundation.
4. The Secretary shall, at all times, keep in the offices of the Foundation, a true and correct copy
of the Bylaws of the Foundation.
D. Treasurer The Treasurer shall be the officer charged with the receipt, care, custody, disbursement,
and investment of funds or monies of the Foundation, and shall conduct the fiscal affairs of the Foundation, except as otherwise assigned to another officer or committee by these Bylaws or by the Foundation Board.
E. Past-President The immediate past-president shall be an officer of the corporation, and shall serve as an advisor to the President, and shall discharge those duties assigned by the President or the Foundation Board.
Section 3. Term The officers of the Foundation shall hold office for one year, or until their successors are chosen and qualify in their stead. Officers may be re-elected to one additional term in the same office at the will of a majority of the whole Board. Any officer elected or appointed by the Board may be removed by the affirmative vote of a majority of the entire board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by a majority vote of the Foundation Board.
Section 3.A. Initial Officers Officers elected at the organizational meeting of the Foundation Board may serve, in position, for the balance of Fiscal Year 1999, and begin their first full term in office effective July 1, 1999 to June 30, 2000 inclusive. This section 3.A shall be automatically repealed on July 1, 2000, and may be stricken from these Bylaws without specific notice or specific motion.
Section 4. Succession Should the President become unable to execute the duties of office, the order of succession shall be: Vice President; Secretary; Treasurer; Past President; until the time that the President returns to office, or, if necessary, until such time as a general election by the entire Foundation Board can be held.
Section 5. Compensation Officers, as such, shall not receive compensation for their service to the Foundation.
ARTICLE IV: MEETINGS
Section 1. Regular and Annual Meetings The Board of Directors shall meet at least four (4) times per year. One meeting, which shall be held not more than two months following the close of the fiscal year, shall be designated the Annual Meeting, and its business shall include acceptance of the fiscal report of the Foundation, and the election of Officers. The time and place for regular meetings and the Annual Meeting shall be set by the President who shall direct the Secretary to duly notify the all members and ex-officio members of the Board of Directors at least seven (7) days prior to the meeting date.
Section 2. Other Meetings Other meetings of the Foundation Board may be called by the President, and must be called upon written request endorsed by one third, to the nearest fraction, of the members of the Board. The President shall assure that the Secretary provides formal notice of such meetings, which notice shall include the date, time, location, and purpose of the meeting, to all members and ex-officio members of the Board at least seven (7) days prior to its scheduled date. Should the exigencies of business be such that an emergency meeting of the Board is necessary, the President, with the concurrence of the Officers, may waive the seven day notice period, provided that documentation establishes that at least three-fourths, to the nearest fraction, of all members and ex-officio members of the Board were notified by voice or electronic means of the time, date, place and purpose of the emergency meeting by at least the day before the date of that meeting.
Section 3. Quorum A quorum shall consist of one-third (1/3) to the nearest fraction of the current voting membership of the Foundation Board, except that at no time shall the majority a quorum consist of "disqualified persons as defined in Section 509(a)(3) and Section 4946 of the Internal Revenue Code, as amended. Except as otherwise noted, all actions of the Board shall be determined by a majority vote of quorum in attendance.
Section 4. Parliamentary Authority In all matters of procedures not specifically covered herein, the Board shall be guided by the rule of reason. The Board, through a simple majority may require that
meetings are conducted according to Robert's Rule of Order.
Section 5. Informal Action Where appropriate and approved by counsel, any action which is required to be taken, or which may be taken at a meeting of the Foundation Board, except for consideration of any amendment or repeal of these Bylaws, may be taken without a meeting if consents in writing, setting forth the action(s) so taken, are signed by all of the members of the Board
Section 6. Absentee or Proxy Voting There shall be no provision for absentee voting or for assignment of proxy for any vote or ballot of the Foundation Board except as provided in Section 5 of this Article.
Section 7. Notice to Board Members Whenever, under the provisions of the General Not For Profit Corporation Law of Missouri, the Foundation Articles of Incorporation, or these bylaws, notice is required to be given, such notice may be transmitted by First Class Mail, or electronic mail, addressed to the Board Members at such addresses as appear on the books of the foundation. Notice shall be deemed given at the time the post-paid sealed envelope is deposited in a post office or letterbox, or at the time the message is posted electronically.
Section 8. Public Notice It shall be the policy of this Foundation to post public notice of its meetings at least twenty-four hours in advance of said meeting. Announcements, listing the time, date, and place of any meeting of the Board, which are printed and placed in the branch libraries of the St. Charles City-County Library District, or which are electronically assessable on unrestricted internet web sites, shall be deemed appropriate and sufficient notice.
ARTICLE V: COMMITTEES
Section 1. Committees The Foundation Board, by majority resolution, may designate committees, which shall have such authority and duties as the Board shall prescribe in their resolution.
Section 2. Committee Membership The Foundation may engage persons who are not members of the Foundation Board to serve on committees of the Foundation; however no committee shall be authorized or empowered whose membership does not include at least one voting or ex-officio non-voting member of the Foundation Board.
ARTICLE VI: FINANCES
Section 1. General Policy The Foundation Board of Directors shall have authority over the management of all funds, securities, properties, and assets of the Foundation.
Section 2. Funds and Securities The funds of the Foundation shall be invested by the Treasurer in compliance with the investment policy approved by the Foundation Board.
Section 3. Fiscal Year The fiscal year of the Foundation shall begin on the first day of July in any year, and run through the thirtieth day of June of the following calendar year, inclusive.
Section 4. Auditing of Accounts The accounts of the Foundation shall be examined and audited annually following the close of the fiscal year. The reports and opinions of the audit shall be provided to the Foundation Board, and, in summary form, included in the Foundation President's Annual Report to the Board of Trustees of the St. Charles City-County Library District.
Section 5. Contracts The Foundation Board may authorize any officer or officers, agent or agents, to enter into contracts, or execute and deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances.
Section 6. Representation and Proxy Unless otherwise ordered by the Foundation Board, the President of the Foundation, or a duly appointed representative of the Foundation Board, shall have full power and authority to act and vote in the name of and on behalf of the Foundation, at any meeting of the shareholders of any corporation in which the Foundation may hold shares, and at any such meeting shall exercise any and all rights and powers incident to ownership of such shares. The President shall also have full power and authority to grant proxies authorizing suitable persons to act and vote in the name of and on behalf of the Foundation, at any meeting of the shareholders of any corporation in which the Foundation may hold shares, and at any such meeting shall exercise any and all rights and powers incident to ownership of such shares.
Section 7. Loans No loans shall be contracted on behalf of the Foundation, and no evidences of indebtedness shall be issued in its name without a specific request by, and authorization from the Board of Trustees of the St. Charles City-County Library District.
Section 8. Checks, Drafts, Other Orders All checks, drafts or other orders for the payment of money 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 shall be determined by the Foundation Board. Authorized signatories shall be the Foundation President, Foundation Treasurer, and the Planning and Development Coordinator or other authorized liaison of the St. Charles City-County Library District. Two signatures shall be required on any instrument exceeding $500.00 in value. No signatory shall be authorized to make payment to reimburse themselves.
Section 9. Deposits All funds of the Foundation not otherwise employed shall be deposited to the credit of the Foundation in such banks, trust companies or other depositories as the Foundation Board may select.
Section 10. Investments The Foundation shall have the right and responsibility of using, retaining, investing and reinvesting all or part of any securities, monies, property or funds acquired or held in whatever manner, according to the judgement of the Foundation Board, and pursuant to any investment policy established by the Board, provided that in all instances, the interest of the donor shall be honored. No action shall be taken by the Foundation Board, nor its officers, nor agents, if such action is a prohibited transaction or would result in the denial, suspension, or revocation of the Foundation's tax-exempt status under Missouri Statutes or the Internal Revenue Code as amended.
Section 11. Endowments The Foundation may accept and administer donations that provide a fixed principle, with distributions restricted to subsequent earnings on that principle amount. The Foundation Board, in consultation with the financial advisor, will determine the exact amount earned in any period and qualified for distribution. Funds may be retained from period to period, depending on the beneficiary's financial need, and allowed to accumulate, provided that at the time distributions are made, that amount shall not exceed the total of all net proceeds accumulated since the last distribution. The principle amount, as an inviolable corpus shall not be considered in calculating the Foundation's minimum annual disbursements as specified in Article II, Section 1 of these Bylaws.
ARTICLE VII: EXPENSES
Section 1. Expenses The Directors, Officers, and employees (if any) of the foundation may be entitled to reimbursement for necessary expenses incurred on behalf of the Foundation, and as approved by the Foundation Board. Reimbursement rates shall be the same as those enumerated in Policy # F092 and Policy # F096 of the St. Charles City-County Library District.
Section 2. Indemnifications The Foundation will defend, indemnify and hold harmless
any one or all of the directors, officers, employees, and agents, for any mistake of judgement or other
action taken in good faith by the director, officer, employee, or agent in performance of their statutory duties, unless resulting from willful negligence or bad faith. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such person may be entitled.
Indemnification shall be determined (1) by the Foundation Board by a majority vote of a quorum consisting of Board Members who were not parties to such action, suit, or proceeding, or (2) if such quorum is not attainable, or if obtainable and a quorum of disinterested Directors determines, by independent legal counsel, provided that no such determination shall preclude an action brought in an appropriate court to challenge the determination. Indemnification shall include, but shall not necessarily be limited to attorneys' fees, judgements, fines, and amounts paid in settlements actually and reasonably incurred.
Section 3. Insurance The Foundation may authorize the purchase of a policy or policies of insurance against liability of the Board and its employees and agents to indemnify any person pursuant to this policy, which shall contain such terms and conditions as the Foundation may deem appropriate to the extent and in the manner permitted by law.
Section 4. Savings Clause In the event any provision of the Article VII shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision of this Article.
ARTICLE VIII: BYLAWS
Section 1. Amendments and Repeal The Bylaws may, from time to time, be amended or repealed by a majority vote of the quorum at any meeting of Foundation Board.
Section 2. Written Proposal Consideration of amendments to or repeal of any Article(s) or Section(s) of these Bylaws shall require a written statement, specifying the exact location of the amendment in relation to the then existing Article or Section, together with a statement of the matter to be stricken out (if any), the matter to be added (if any), and the text of the Article(s) or Section(s) as amended.
Section 3. Notice Upon proposal of any amendment or repeal, it shall be the duty of the Secretary provide the written statement specified in Article VIII, Section 2, and to provide advance notice of consideration to each member and ex-officio member of the Foundation Board, as provided in Article IV, Section 1; Section 2; and Section 8 of these bylaws.
Section 4. Effective Date An amendment to or repeal of any Article(s) or Section(s) of these Bylaws, once approved under Article VIII, Section 1, shall be presumed to take force immediately, unless a deferred date of effect is prescribed in the enabling motion.
Section 5. Suspension These Bylaws may be suspended upon motion(s) duly made, and approved by at least two-thirds (2/3), to the nearest fraction, of the quorum at any meeting, provided said motion(s) does not apply to Article II, Section 2 (Composition); Article IV, Section 3 (Quorum); and Article VIII (Bylaws) in its entirety.
