FRIENDS OF THE DONNELLY PUBLIC LIBRARY, INC.
ARTICLE I OFFICES `
The principal office of the Friends of the Donnelly Public Library shall be in the State of Idaho, County of
Valley. The address of this office shall be designated by the Board of Directors (herein DIRECTORS) of the
Friends of the Donnelly Public Library as the business of the organization may require from time to time.
ARTICLE II MEETINGS
SECTION 1. ANNUAL MEETING
The Annual Meeting of the members of the Friends of the Donnelly Public Library shall be held September of
each year for the purposes of electing Directors for the Friends of the Donnelly Public Library, other officers
and for the transaction of such other business may come before the meeting. If the election of officers shall
not be held on the day of the designated herein for any annual meeting of the members, the Directors for the
Friends of the Donnelly Public Library shall cause the election to be held at a special meeting of the members
as soon as confidently be held.
SECTION 2. SPECIAL MEETINGS
Special meetings of the members, for any purpose or purposes, may be called by the President or by the
Directors for the Friends of the Donnelly Public Library, and shall be called by the President at the request of
any thirty (30%) of members entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING
The Directors for the Friends of the Donnelly Public Library may designate any place, within the State of Idaho,
as the place of meeting for any annual meeting or for any special meeting.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING
Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be published in the local newspaper not less than fifteen (15)
days and not more than thirty (30) days before the date of such meeting, except for emergency situations where
notifications of a special meeting to all members is sufficient.
ARTICLE III MEMBERSHIP
SECTION 1. MEMBERSHIP
Membership in the Friends of the Donnelly Public Library is unlimited and open to anyone interested in the
establishment of a public library in Donnelly, who is part of the Library District and paid their yearly dues and
been accepted by the Friends of the Donnelly Public Library.
SECTION 2. VOTING
Each member whose dues are current and who has been accepted by the Directors of Friends of the Donnelly
Public Library and has not been removed from membership by the Directors, is entitled to vote upon each
matter submitted to a vote at a meeting of members based on the following criteria:
• 10 hours of volunteer service with the Friends of the Donnelly Public Library per quarter or by
providing a $15 dollar donation, per year. If either of these presents a hardship, need based/on request
memberships may be available at the discretion of the Friends of the Donnelly Public Library.
• Attendance at two consecutive meetings held by the Friends of the Donnelly Public Library.
Voting on matters of importance to the Friends of the Donnelly Public Library may also occur by proxy,
established by the Friends of the Donnelly Public Library.
FRIENDS OF THE DONNELLY PUBLIC LIBRARY, INC.
SECTION 3. QUORUM
A majority of the members of the Friends of the Donnelly Public Library constitutes a quorum on matters
requiring a vote. In the absence of membership, a quorum will constitute 2 of the directors of the Friends of
the Donnelly Free Library.
ARTICLE IV OFFICERS
SECTION 1. NUMBER
The officers of the Friends of the Donnelly Public Library shall be a President, a Vice-President, and Secretary
and a Treasurer, each of who shall serve as Directors for the Friends of the Donnelly Public Library. Such other
officers as may be deemed necessary may be elected or appointed by the Directors, including a Chairman. Any
two or more offices may be held by the same person, except for the offices of President and Secretary which
may not be held by the same person. Officers must be members of the Friends of the Donnelly Public Library.
SECTION 2. ELECTION AND TERM OF OFFICE
The Officers of Friends of the Donnelly Public Library shall be elected annually by the membership at the
annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon
as thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly
elected, or until his/her death, or until he/she shall resign.
SECTION 3. VACANCIES
A vacancy in any office because of death or resignation may be filled by the officers for the unexpired portion
of the term.
SECTION 4. COMPENSATION
By resolution of the Directors for the Friends of the Donnelly Public Library, each director shall not be paid a
salary or other compensation as director for attendance at each such meeting of the Friends of the Donnelly
Public Library.
SECTION 5. PRESIDENT
The President shall be the principal executive officer of the Friends of the Donnelly Public Library and, subject
to control of the officers, shall in general supervise and control all of the business affairs of the Friends of the
Donnelly Public Library. She/he shall, when present, preside at all meetings of the members and of the officers,
unless there is a Chairman, in which case the Chairman will preside. The President may sign, with the Secretary
or any proper officer of the Friends of the Donnelly Public Library, any deeds mortgages, bonds, contracts, or
other instruments which the Directors of the Friends of the Donnelly Public Library has authorized to be
executed, except in cases where the signings and execution thereof shall be expressly delegated by the Directors
or by these Bylaws to some other officer or agent of the Friends of the Donnelly Public Library. The president
shall perform all duties incident to the office of President and such other duties as may be prescribed by the
Directors.
SECTION 6. VICE PRESIDENT
In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President
shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all
the restrictions of the President. The Vice President shall perform such other duties as from time to time be
assigned by the President of the Directors for the Friends of the Donnelly Public Library.
SECTION 7. SECRETARY
FRIENDS OF THE DONNELLY PUBLIC LIBRARY, INC.
The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Directors of the
Donnelly Public Library in one or more minutes books provided by that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the
Friends of the Donnelly Public Library records; (d) keep a register of the post office address of each member
which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the
office of the Secretary and such other duties as from time to time may be signed by the President or by the
Directors.
SECTION 8. TREASURER
The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Friends of the
Donnelly Public Library; (b) receive and give receipts for moneys due and payable to the Friends of the
Donnelly Public Library from any sources whatever, and deposit all such moneys in the name of the Friends
of the Donnelly Free Library in such banks or other depositories as shall be selected in accordance with the
provisions of these Bylaws, and (c) 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 him/her by the President or Directors of the
Donnelly Public Library. If required by the Directors of the Friends of the Donnelly Public Library, the
Treasurer shall give a bond for the faithful discharge or his/her duties in such sum and with such sureties as
the Directors shall determine.
ARTICLE V INDEMNITY
The Friends of the Donnelly Public Library shall indemnify its directors, officers, and employees as follows:
(a) Every director, officer, or employee of the Friends of the Donnelly Public
Library shall be indemnified by the group against all expenses and liabilities
reasonably incurred by or imposed upon him/her in connection with any
proceedings to which he/she may be a party, or in which he/she may
become involved, by reason of being or having been a director, officer,
employee or agent of the Friends of the Donnelly Public Library, except in
such cases wherein the directors, officer, or employee is adjudged guilty of
willful misfeasance or malfeasance in the performance of his/her duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the directors approves such settlement and
reimbursement being in the best interest of the Friends of the Public
Library.
(b) The Directors may, in its discretion, direct the purchase of Liability
insurance by way of implementing the provisions of this Article.
ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS
The Directors of the Friends of the Donnelly Public Library may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the
Friends of the Donnelly Public Library, and such authority may be general or confined to specific instances.
SECTION 2. LOANS
No loans shall be contracted on behalf of the Friends of the Donnelly Public Library and no evidences of
indebtedness shall be issued in its name unless authorized by resolution of the Directors of the Friends of the
Donnelly Public Library. Such authority is confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
FRIENDS OF THE DONNELLY PUBLIC LIBRARY, INC.
All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in
the name of the Friends of the Donnelly Public Library, shall be signed by the Treasurer and such other officer
or officers of the Society in such a manner as shall from time to time be determined by the Directors for the
Friends of the Donnelly Public Library.
SECTION 4. DEPOSITS
All funds of the Friends of the Donnelly Public Library not otherwise employed shall be deposited from time
to time to the credit of the Friends of the Donnelly Public Library in such a bank or other depositories as the
Directors of the Friends of the Donnelly Public Library may select.
ARTICLE VII FISCAL YEAR
The fiscal year of the Friends of the Donnelly Public Library shall begin on October 1st of each year and end
on the 30th of September each year.
ARTICLE VIII AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Directors of the
Friends of the Donnelly Public Library at any regular or special meeting of the Directors.
The Bylaws are certified to have been adopted by the majority of the members of the Friends of the Donnelly
Public Library on the 21st day of September, 2018.
ARTICLE XI DISSOLUTION
Upon termination or dissolution of the Friends of the Donnelly Public Library, any assets lawfully available for
distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c) (3) of
the Internal Revenue Code of 1986 which serve the Donnelly community and promotes literacy.