Friends Foundation Bylaws

Friends of the Cape Girardeau Public Library Foundation


Article I


Section I. The name of this organization is FRIENDS OF THE CAPE GIRARDEAU PUBLIC LIBRARY, but it shall be known as the Friends of the Cape Girardeau Public Library Foundation. Hereafter, in this document called the Friends’ Foundation.

Article II


Section 1. The purpose of the Friends’ Foundation is to maintain an association of persons interested in libraries; to focus public attention on the library; to stimulate the use of the library’s resources and services; to encourage gifts, endowments and bequests to the library; to support and cooperate with the library in developing library services and facilities for the community; and to support the freedom to read as expressed in the American Library Association Bill of Rights.No part of the net earnings of the Friends’ Foundation inures to the benefit of any member, trustee, official or individual. The Friends’ Foundation does not engage in propaganda or intervention in any political campaign for any candidate for public office.

Section 2. The Friends’ Foundation will be maintained as a Missouri Not-For-Profit organization.

Section 3. In the event of the dissolution of the Friends’ Foundation, and prior to the completion thereof, all liabilities and obligations of the Friends’ Foundation will be paid, satisfied and discharged, and all of the remaining assets, property and income owned or held by the Friends’ Foundation will be expended for or applied to the purposes of the Friends’ Foundation, or one or more of such purposes, by transferring and conveying such assets, property and income to one or more corporations or organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, to which exemption from income taxes has been granted under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), and no part of such remaining assets, property or income will be distributed to members or to any other persons whatsoever.

Article III.


Section 1. Membership in the Friends’ Foundation is open to all individuals in sympathy with its purposes, and to representatives of organizations and clubs when such representation is desired.

Section 2. Each membership is entitled to one vote.

Section 3. Membership is not transferable or assignable.

Section 4. The membership year will be January 1 through December 31. Any membership received after November 1 will be in effect through December of the next year. (Example: membership received November 1, 1998 is considered in effect until December 31, 1999.)

Article IV.

Board of Directors

Section 1. There are a minimum of five voting members of the Board of Directors and one ex-officio member. The Cape Girardeau Public Library Board of Trustees may have one non-voting member on the Friends’ Foundation Board of Directors. The director of the of the Cape Girardeau Public Library serves as the ex-officio member. All members of the Friends Foundation Board serve from January 1 through December 31. Reappointment is automatic.

Section 2. In the event of a vacancy (vacancies), the Board is responsible for choosing a slate of potential board members to fill any vacancy (vacancies). The executive committee is responsible for recruitment follow-through of potential nominees.

Section 3. Each member of the Board shall be a current dues-paying member of the Friends Foundation.

Section 4. The board of directors meets no fewer than 9 times a year on a monthly basis. Special meetings may be called by the president or by three members of the board of directors.

Section 5. Each member of the Board of Directors is entitled to one vote on each matter submitted at a Board meeting. If a Board member is unable to attend the meeting, the Board member may authorize another person or persons to act for him/her by proxy. Every proxy shall be in writing and shall be signed by the Board member or his/her otherwise duly authorized attorney-in-fact.

Section 6. A majority of the board of directors, voting in person or by proxy, constitutes a quorum.

Section 7. Three consecutive absences, or 4 in a 12 month period, will result in dismissal from the Foundation Board. Any Board member may also be removed from the Foundation Board for misconduct or neglect of duty.

Section 8. A Board member may be granted a leave of absence by a majority vote of the Board. Maximum leave will be three months with potential for renewal and the board member will sign his/her proxy over to the President for duration of the leave.

Article V.


Section 1. The officers (executive committee) of the Friends’ Foundation are: president, vice-president, treasurer, secretary.

Section 2. Officers are elected by the board of directors from among their own members at the annual meeting. These officers serve from the date of their election to office through December 31 and are eligible for reelection.

Section 3. Any officer(s) can be removed at any time by the affirmative vote of the majority of the members of the board of directors whenever, in the judgement of the board, the interests of the Friends’ Foundation is served by the removal of the officer(s).

Section 4. The board has the power to fill any vacancy in any office occurring for any reason. The appointee will serve until the next annual election.

Article VI.

Duties of Officers

Section 1. President: To preside over and conduct meetings, to appoint all committees and be an ex-officio member thereof.

Section 2. Vice-president: To perform the duties of the president or the secretary in the absence of the president or the secretary.

Section 3. Treasurer: To keep and maintain all financial, official and legal records of the Friends’ Foundation, to file the Annual Registration Report for Not-For-Profit Corporations with the Missouri Secretary of State’s Office, to provide an annual report for the Friends’ Foundation, to sign checks, etc. as necessary for the business of the Friends Foundation. The Library’s Administrative Assistant may be the Treasurer’s designee to perform these duties.

Section 4. Secretary: To record attendance at all meetings, to take the minutes of all meetings, to keep a list of the names and addresses of all members, to notify the members of the time and place of meetings, and to conduct the correspondence of the Friends’ Foundation. The Library’s Administrative Assistant may be the Secretary’s designee to perform these duties.

Article VII.


Section 1. The president may, with the approval of the board of directors, appoint standing and special committees to conduct the activities of the Friends’ Foundation. The president serves as an ex-officio member of each standing committee.

Section 2. The standing committees may include:

Volunteers Committee To encourage volunteers for library activities and to coordinate the placement and scheduling of volunteers

Membership Committee
To encourage and recruit membership

Income Development Committee
To encourage and solicit donations through fund-raising activities

Special Projects Committee
To coordinate special non-fundraising events: trips, lectures, etc.

Book Sale Committee
To promote and organize all activities related to the Book Sale(s)

Investment Committee
To invest foundation funds to build an endowment (amount and investment subject to approval of foundation board).

Section 3. Standing committees may be dissolved or changed by a majority vote of the board of directors.

Section 4. A special committee is considered dissolved upon completion of its task and acceptance of its report by the Friends’ Foundation Board.

Article VIII.


Section 1. An annual meeting is held on a date in the month of January to be determined by the board of directors. Members will be notified in writing at least two weeks prior to the date of the meeting.

Section 2. A special meeting may be called at any time by the board of directors, or the president, or 25% of the membership.

Article IX.


The annual dues schedule and classification of members is determined by the board of directors.

Article X.


Section 1. All funds of the Friends’ Foundation are deposited from time to time to the credit of the Friends’ Foundation in such bank accounts, trust companies, or other depositories as the board of directors may select.

Section 2. Use of monies from any endowment fund established is subject to approval of a majority vote of the board of directors. Any interest not spent remains in the endowment.

Section 3. The board of directors may authorize any two officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Friends’ Foundation; such authority may be general or confined to specific instruments.

Section 4. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Friends’ Foundation will be signed by such agents or officers of the Friends’ Foundation and in such manner as determined by resolution of the board of directors.

Section 5. Officers, on behalf of the Friends Foundation, may accept unconditional gifts of money. All other gifts must be approved by the Board of Trustees. The Board of Trustees may reject, on behalf of the Friends’ Foundation, any contribution, gift, service, bequest or device for the general purposes or for any special purpose of the Friends’ Foundation.

Section 6. The fiscal year is from January 1 through December 31.

Section 7. The financial records of the Friends’ Foundation may be audited annually by a certified auditing firm.

Article XI.


Section 1. All financial, official and legal records and documents related to the Friends’ Foundation are kept at the Cape Girardeau Public Library in the administrative office. The mailing address for all financial, official and legal purposes will be the address of the Cape Girardeau Public Library.

Article XII.


Section 1. Amendments to these by-laws may be made at any meeting of the general membership by a majority vote of those present, after notification in writing to each member at least two weeks before the meeting at which the voting is to take place.

Article XIII.

Parliamentary Procedure

Section 1. Robert’s Rules of Order Revised, when not in conflict with these by-laws, govern the proceedings of the Friends’ Foundation.

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