​​Clinton Public Library ​Foundation

CLINTON PUBLIC LIBRARY FOUNDATION BYLAWS

                          TABLE OF CONTENTS

ARTICLE I General

1.1 Name of Corporation.

1.2 Purpose of Foundation.

1.3 Solicitation and Receipt of Gifts.

ARTICLE II Members of the Foundation   

ARTICLE III Foundation Board of the Directors

3.1 Powers of Foundation Directors.

3.2 Directors: Numbers, Election and Term.

3.3 Meetings of Directors.

3.4 Notices to Directors - Meetings.

3.5 Waiver of Notice.

3.6 Action without Meeting.

3.7 Directors: Quorum and Action.

3.8 Adjournment.

3.9 Compensation of Directors.

3.10 Resignation of Directors.

3.11 Removal of Directors.

3.12 Direct Lobbying Activity of Directors.

3.13 Committee Activations.

ARTICLE IV Officers of the Foundation

4.1 Officers Installation.

4.2 President of the Foundation Directors.

4.3 Vice-President.   

4.4 Secretary.

4.5 Treasurer.

ARTICLE V Contracts, Checks, Deposits and Funds

5.1 Contracts.

5.2 Checks, Drafts, etc.

5.3 Deposits.

5.4 Gifts.

5.5 Payments.

ARTICLE VI Books and Records

ARTICLE VII Miscellaneous

7.1 Fiscal Year.

7.2 Corporate Seal.

ARTICLE VIII Indemnification

ARTICLE IX Personal Liability

ARTICLE X Non-Discrimination

ARTICLE XI Amendments

ARTICLE XII First Officers

ARTICLE XIII Certification

ARTICLE XIV Document Drafted By

BYLAWS OF CLINTON PUBLIC LIBRARY FOUNDATION, INC.

ARTICLE I

General

1. 1. Name of Corporation.  The name of this Corporation shall be Clinton Public Library Foundation, Inc. (hereafter called the Foundation). The Foundation office mailing address shall be the same address as Clinton Public Library.

2. 2. Purpose of Foundation.  The purposes of this Foundation shall be set forth in the Articles of Incorporation of the Foundation. These Bylaws specify various matters affecting the operations and governance of the Foundation.
      

1.3 Solicitation and Receipt of Gifts.  The Foundation shall seek gifts, contributions, donations and bequests (herein generally called "gifts") for its purposes. While the Foundation specifically encourages unrestricted gifts whose principal and/or income therefore may be used for the Foundation’s purposes in the discretion of the Directors of this Foundation, the Foundation will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Directors of the Foundation to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by Foundation Directors for such restricted gifts.

ARTICLE II

Members of the Foundation

Members of the Foundation. The Foundation shall have no members. Any action shall be taken instead by vote of the Board of Directors of the Foundation.

ARTICLE III

Foundation Board of the Directors

3.1Powers of Foundation Directors. Subject to the limitations of the Articles of Incorporation of the Foundation, these Bylaws and the laws of the State of Wisconsin, the affairs of the Foundation shall be managed by the Board of Directors of the Foundation.

3.2Directors: Numbers, Election and Term. The number of Foundation Directors shall be at least Three (3) (Wis. Stat. 181.083) and not more Twelve (12).  One (1) Director shall be an appointed annually by the Clinton Public Library Board President, subject to approval by the Library Board; One (1) Director shall be an appointed annually by Friends of Clinton Public Library Board, subject to approval by the Friends Membership. Library Board and Friends of the Library appointments must be designated Two (2) days prior to the Foundation’s Annual Meeting; failure to designate by meeting date passes appointment authority onto the Board of Directors who may appoint without regard for affiliation.  Board of Directors may appoint to fill vacancies, add or reduce number of directors, or select directors to serve in honorific positions from time to time. All appointed Directors shall serve one year terms and may be re-appointed without limitation of successive terms. Three to Five (3-5) at-large Directors shall be elected officers of the Foundation. Foundation officers shall serve three (3) year terms, without limitation of successive terms. The terms of elected officers shall be staggered. The first elected office terms are as follows: one term is for one year, one for two years and two for three years.  

3.3Meetings of Directors.

(a) Regular Meetings. An annual meeting of the Foundation Directors shall be held once per calendar year, at such time or place as may be designated by the President of Directors for the election of Officers; appointment of Directors and the transaction of such other business as may properly come before the meeting. Other regular meetings of Foundation Directors may be held at such times and places as the President of Directors may designate, provided that a minimum of four (4) regular meetings of the Directors (including the annual meeting of the Directors) be held each fiscal year.

(b) Special Meetings. Special meetings scheduled at times other than noticed regular meetings of Foundation Directors shall be held whenever called by the President of Directors or if the President is absent or is unable or refuses to act, by any vice-president, or by any three (3) Directors.

3.4Notices to Directors - Meetings. Notice of any meeting of the Foundation Directors, in each case specifying the place, date and hour of the meeting, together with its agenda, shall be given to each Director by delivering notice, orally or in writing. Four (4) day advance notice is required for mailed notices or one (1) day notice if notification is by telephone, email, or other telecommunication device. If the purpose of the meeting is to fill a vacancy caused by death, resignation, removal, or expiration of term of office; four (4) day notice is required regardless of notice method of delivery. The governing board may designate a person to fill such interim vacancy.

3.5Waiver of Notice. The transactions of any meeting of the Foundation Directors, however called and noticed or wherever held, shall be as valid as though transactions  had occurred at  a meeting held after regular call and notice, if a quorum of officers is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting and (b) each Director present at the meeting who objected thereat to the transaction of any business because the meeting was not lawfully called or convened.  All such waivers shall be filed with and made a part of the minutes of the meeting.

3.6Action without Meeting. Any action which may be taken at a meeting of Foundation Directors may be taken without a meeting if all the Directors shall consent in writing to such action.  Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.

3.7Directors: Quorum and Action. A majority of the number of officers shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Foundation Directors.

3.8 Adjournment. Any meeting of the Directors of the Foundation, whether regular or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors present. Notice of the time and place of an adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

3.9Compensation of Directors. Directors shall receive no compensation for serving in such capacities, but may receive reasonable compensation for services rendered in any other capacity, and may be reimbursed; subject to approval by Board of Directors, including but not limited to training, mileage and lodging. No Directors shall be prevented from receiving such compensation by reason of the fact that such officer is also a Director of the Foundation.

3.10 Resignation of Directors. Any director may resign at any time by giving written notice of such resignation to the President or the Secretary Such Resignation shall be effective upon receipt of notice unless effective date is specified.

3.11 Removal of Directors. Any director may be removed or suspended for cause by affirmative majority vote at a special meeting called for that purpose after such director has been given reasonable notice and opportunity to be heard.

3.12Direct Lobbying Activity of Directors. The Foundation shall maintain charitable 501 (C) (3) status. The Foundation shall not attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office.

3.13Committee Activations. The President or the Board of Directors may delegate duties to individuals or committees from time to time. Appointed individuals/committees, working within Foundation Board of Directors’ pre-approved actions and budget directives, shall take on the same decision-making authority as Foundation Directors as related to assigned task. Committee chairs are entrusted with spending, communication, minutes and record keeping accountabilities. Committee delegated duties may include, but not limited, to annual letters, soliciting gifts, fundraising and event planning.

ARTICLE IV

Officers of the Foundation

4.1 Officers Installation: At least three (3)personsshall be elected and installed in office at each annual meeting of the corporation. One person may serve dual offices.

4.2President of the Foundation Directors. The President of the Foundation Directors shall have general supervision of the affairs of the Foundation, subject at all times to the policies, control a direction of the Foundation Directors. The President shall preside at all meetings of Directors. The President may sign in the name of the Foundation any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Foundation Directors, except when the signing thereof shall have been expressly delegated by the Foundation Directors or by these Bylaws to some other officer or agent of the Foundation. The President shall in general perform the duties incident to the office of President and such other duties as may be prescribed by the Foundation Directors from time to time.

4.3Vice-President. In the absence or disability of the President, the Vice-President of Directors shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have such other powers and perform such other duties as may be prescribed from time to time by the Foundation Board of Directors.

4.4Secretary. The Secretary shall perform or have performed under the Secretary's direction the following functions:

(a) Certify and keep at the principal office of the Foundation the original or a copy of its Articles of Incorporation and Bylaws, as amended to date.

(b) Keep at such place as the Foundation Directors may direct, a record of minutes of all meetings of the Foundation Directors and committees thereof, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, and the names of those present at the meetings.

(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(d) See that the books, reports, statements and all other documents and records required by law are properly kept and filed.

(e) Exhibit for inspection, upon request, the relevant books and records of the Foundation to any Director for any reasonable purpose at any reasonable time.

(f) In general, perform all duties incident to the position of Secretary, and such other duties as from time to time may be assigned by the Foundation Directors.

4.5Treasurer. The Treasurer shall perform or have performed under the Treasurer's direction the following functions:

(a) Have charge and custody of, and be responsible for, all funds and securities of the Foundation, and deposit all such funds in the name of the Foundation in such banks, trust companies or other depositories as shall be selected by the Foundation Directors.

(b) Keep and maintain adequate and correct accounts of the Foundation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses and fund balances.

(c) Exhibit for inspection, upon request, the relevant receipts and records of the Foundation to any Director for any reasonable purpose at any reasonable time.

(d) Render interim statements of the condition of the finances of the Foundation to Foundation Directors upon request, and render a full financial report at the annual meeting of Foundation Directors.

(e) Receive, and give receipt for, moneys due and payable to the Foundation from any source whatsoever.

(f) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by Foundation Directors.

ARTICLE V

Contracts, Checks, Deposits and Funds

5.1Contracts. The Board of Foundation Directors may authorize any Director or agent or agents of the Foundation 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.

5.2Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such Directors or agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Foundation Directors. In the absence of such determination by the Directors of the Foundation, such instruments shall be signed by the Treasurer and countersigned by the President of Foundation Directors.

5.3Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as Foundation Directors may select.

5.4Gifts. Foundation Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation. Contingency gifting requires Board of Director approval.

5.5Payments. The Foundation Directors may authorize payments to the Clinton Public Library or for goods or services on its behalf at such times as it deems appropriate, or it may accumulate income and gifts in anticipation of future provision of support for major purchases or construction projects for said library.

ARTICLE VI

Books and Records

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Foundation Directors and committees.

ARTICLE VII

Miscellaneous

7.1Fiscal Year. The fiscal year of the Foundation shall begin on the first day of January in each year and end on the last day of December in such year.

7.2Corporate Seal. The Foundation shall have no seal.

ARTICLE VIII

Indemnification

The Foundation shall indemnify its directors, employees and agents against expenses they reasonably and actually incur in connection with threatened, pending or completed legal actions, suits or proceedings to which they are or may be made a party because they are or were a director, officer, employee or agent of the Foundation, to the full extent and in the manner provided in Section 181.042 of the Wisconsin Statutes.

ARTICLE IX

Personal Liability

Directors of the Foundation shall not be personally liable for any debt, liability or obligation of the Foundation. All persons, Corporations, or other entities extending credit to, contracting with, or having any claim against the Foundation may look only to the funds and any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Foundation.

ARTICLE X

Non-Discrimination

It is the policy of the Foundation not to discriminate on the basis of race, color, religion, sex or national origin in the selection of directors, employees or agents, grant recipients or students. All appointed and elected Foundation Directors and activated committees are required to implement this policy.

ARTICLE XI

Amendments

These Bylaws may be amended by the Board of Directors of the Foundation at any meeting upon the vote of a majority of the elected Foundation Directors and appointed directors present provided a statement of the nature of the proposed amendment is included in the notice of such meeting.

ARTICLE XII

​

Clinton Public Library Foundation Officers

Amendment: During the first meeting held on July 10, 2014 the ex-officio words proceeding director (twice) in section 3.2 on page (2) were omitted and Vice President, Melanie Stevens was nominated and elected, both changes were made by unanimous vote. No other changes were made from original incorporator’s proposed bylaws. This document stands as true copy of bylaws.

ARTICLE XIII

Certification

I, ________________________, witness, hereby certify that the above is a true copy of the Bylaws of the Clinton Public Library Foundation, as approved on the ____ day of_______, 2014.

Address_______________________________________________________________________

Signature __________________________________________              Dated: _______________

I, ________________________, Witness, hereby certify that the above is a true copy of the Bylaws of the Clinton Public Library Foundation, as approved on the ____ day of_______, 2014.

Address_______________________________________________________________________

Signature __________________________________________              Dated: _______________

I, ________________________, Witness, hereby certify that the above is a true copy of the Bylaws of the Clinton Public Library Foundation, as approved on the ____ day of_______, 2014.

Address_______________________________________________________________________

Signature __________________________________________              Dated: _______________

ARTICLE XIV

Document Drafted By:

I, Mary Ann Inman, of 316 Church St. Clinton, WI 53525 drafted this document as printed or typewritten.

Signature ________________________________________     Dated: _______WI Stat 182.01 (3)