A group of interested people gathered at the Crystal Falls District Community Library in hopes of establishing a "friends of the library" as a 501(c)(3) organization in order to support the library and its wider mission within the communities it serves.
After a series of meetings to discuss our common vision for such an organization, four individuals volunteered to establish the corporation and become its initial officers. Janet Wagner, Joan Kupchynsky, Peg Padilla, and Jim Jackson signed the Articles of Incorporation on October 8, 2021 and received recognition as a Michigan corporation on October 14, 2021 (the official birthdate). Bylaws (see below) were approved on October 25, 2021.
The Board filed for (10/28/21) and received (1/26/22) an advanced determination letter from the IRS stating that The Friends meets the qualifications of a 501(c)(3) charitable organization. We also filed for and received approval from the State of Michigan to solicit donations under the Michigan Charitable Organizations and Solicitation Act.
Even while we were obtaining our official approvals, The Friends have been active as you can see on our Events page.
The Board adopted bylaws on October 25, 2021.
Section 1. The name of this corporation shall be The Friends of the Crystal Falls District Community Library.
Section 2. The headquarters of this corporation is located at 237 Superior Avenue, Crystal Falls, Michigan, 49920.
Section 1. The corporation shall operate exclusively for educational or charitable purposes within the meaning of Internal Revenue Code Section 501(c)(3) or the corresponding section of any future Federal tax code.
Section 2. The purpose of the corporation is to support and enhance the work of the Crystal Falls District Community Library through donations of money, material, and time by
(a) seeking support for the library through monetary donations and gifts of materials and equipment;
(b) stimulating the use of the library’s facilities, resources, and services; and
(c) increasing public awareness of the breadth of library services.
Section 1. Membership shall consist of the board of directors.
Section 1. Board role, size, and compensation: The business, property, and affairs of the corporation shall be managed by a board of directors (“the board”) consisting of at least four (4) directors, including the officers. However, the board can add additional voting or nonvoting directors in the future, as needed, at their discretion. Directors receive no compensation other than for reimbursement for reasonable and documented expenses.
Section 2. Meetings of the Board of Directors:
(a) Annual Meeting: The board shall meet at least annually in June of each year. As part of the business of the annual meeting, the board shall elect directors for terms that start at the beginning of the next fiscal year.
(b) Other Meetings: All other meetings of the board shall be called by the president or at the request of any two (2) officers.
(c) Notice of Meetings: Written notice of meetings must be provided to directors at least three (3) days prior to the meeting.
(d) Quorum: A majority of the directors shall constitute a quorum.
Section 3. The officers of the corporation shall be a president, vice president, treasurer, secretary, each being a board member.
Section 4. Terms of the president and secretary: The initial term of the president and the secretary shall run through June 30, 2022. Thereafter the terms shall be two (2) years commencing on July 1.
Section 5. Terms of vice president and treasurer: The initial term of the vice president and the treasurer shall run through June 30, 2023. Thereafter, the terms shall be two (2) years commencing on July 1.
Section 6. Terms for other directors shall be set by the board of directors at the time they establish the additional director position.
Section 7. Maximum years of board membership.
(a) No individual may serve on the board for more than six consecutive fiscal years. An individual will be considered to have been a director for a fiscal year if the individual was a director for at least one hundred and eighty-eight (188) days in that fiscal year.
(b) An individual whose service as a director has been restricted pursuant to the provisions of (a) above may again serve as a director following the completion of one (1) fiscal year in which the individual did not serve any days as a director.
Section 8. When a vacancy occurs among the officers, the board shall elect an individual to serve the remaining term by a majority vote of directors at any duly-constituted meeting of the board.
Section 9. Resignation: Resignation from the board must be in writing and received by the secretary.
Section 10. Removal Procedure. A director or officer may be removed for cause by vote of two-thirds of the directors attending a regularly scheduled board meeting where the item had been placed on the written agenda distributed at least two weeks prior to the meeting.
Section 11. Remote communication for meetings: Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Section 2(c) of this Article and if the number participating is sufficient to constitute a quorum as described in Section 2(d) of this Article. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
Section 12. Action without a meeting: Upon initiative of the president or executive committee, an action that may be taken at a regular or special meeting may be taken without a meeting if the secretary mails or electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.
Section 1. The president shall have general supervision of the affairs of the corporation and shall preside or arrange for other members of the executive committee to preside at each board meeting in the following order: vice-president, secretary, treasurer. The president shall be an ex officio member of all committees.
Section 2. The vice president shall chair committees on special subjects as designated by the board and shall, in the absence or disability of the president, perform all the functions of the president.
Section 3. The treasurer shall be responsible for handling all monies of the corporation and shall keep appropriate and accurate records. Any check or disbursement must be signed by a director designed by the executive committee. The treasurer shall make a report at each board meeting and oversee the preparation of annual financial statements and any required tax filings.
Section 4. The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
Section 1. Committee formation: The board may create ad hoc committees as needed, such as fundraising, housing, public relations, data collection, etc. The president appoints all committee chairs.
Section 2. Executive Committee: The four officers serve as the members of the executive committee. Except for the power to amend the Articles of Incorporation and bylaws, the executive committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board. A quorum of the executive committee shall be seventy-five (75) percent of the officers.
Section 1. The fiscal year of the corporation shall start on July 1 and end on June 30.
Section 1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 of the corporation. Where conflict of interest may be thought to exist for a board member, the member shall inform the board and abstain from any inappropriate participation in the matter.
Section 1. These bylaws may be amended, in whole or in part, by two-thirds majority of the full board of directors, provided that the meeting notice contains specific notice of intention and that a summary of proposed change/changes is included.
We'll post meeting minutes once they are available. Draft minutes are as prepared by the Secretary but are subject to correction at the next Board meeting.
The board consists of four members. Terms end on June 30 of the year shown in parenthesis