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Jackson Town Seal


  The Town of Jackson, NH
Friends of the Library
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Joanne Corcoran - President
Kimberly Steward  - Vice President
Joan Palubniak - Recording Secretary
Joanne Brooks - Corresponding Secretary
Samuel Harding- Treasurer

Directors -
Joanne Corcoran
Patricia Hanlon
Gloria Hutchings
Betsy Kent
Kimberly Steward


FRIENDS OF JACKSON PUBLIC LIBRARY was founded in April 1999 as a not -for- profit corporation organized under Section 501(c)(3) of the U.S. Internal Revenue Code.

 The goals of the organization are :

To educate, encourage and aid people in the appreciation of the Library.
To promote and encourage public interest in use of, and support for the Library.
To raise funds by contributions, donations, membership subscription ,grants, events and direct appeal for capital improvement, endowment and educational development of the Library.
To collect and disseminate information regarding activities and events at the Library.

The Friends annual fund raising has enabled the Library to automate and supplement the collection. This past year we have provided for a projection screen and sound system to enhance the programs introduced at the Library. Additionally, we have added a telescope for patron use, an I-Pad for staff use, and a 2012 subscription to the Ancestry site.  The very successful summer reading program for children was sponsored by the Friends.

Events sponsored by the Friends include:

Memorial weekend book sale.
Monthly programs at the Library
Spring Cleaning of the Library

Volunteers are always welcome to assist the library director or help at Friends events or meetings We encourage your participation.    For more information or to volunteer, contact Joanne Corcoran or the Director at the Library, 383 - 9731.

Updated November 20, 2012




BY-LAWS OF

FRIENDS OF THE JACKSON PUBLIC LIBRARY

ARTICLE I

The name, business address and purposes of the corporation shall be as set forth in the Articles of Agreement as amended from time to time.


ARTICLE II

(Seal)

The seal of the corporation shall be such as is designated by the Board of Directors in their discretion.


ARTICLE III

Members

Section 1.  Designation of Members – The members of this corporation shall be determined in accordance with the provisions of the Articles of Agreement as amended from time to time.

Section 2.  Quorum of Members – At any meeting of the members five percent (5%) of the members shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time without notice.  At such adjourned meeting, at which a quorum shall be present, such quorum shall then be able to vote on all matters that could have been voted on at the original meeting.

Section 3.  Votes – Each member shall have one vote on all matters to be considered by the members and the vote of a majority of the members present at any properly constituted meeting shall be necessary to adopt proposals, except as provided by statute, the Articles of Agreement or these By-laws.  Members may not vote by proxy.

Section 4.  Annual Meeting of Members - The annual meeting of the members shall be held on a date during the month of April as designated by the Board of Directors each year at least fourteen (14) days notice of which shall be delivered to or sent by mail, postage prepaid to each member at his address on file with the corporation.  At the annual meeting of the members, the number of directors shall be determined and directors shall be elected.

Section 5.  Special Meeting of Members – Special meetings of the members shall be held at any time or place whenever called by the secretary upon the request of the president or whenever called by the secretary upon request in writing by ten (10) members.

Section 6.  Notice of Special Meetings – Written notice of any special meeting must be delivered to, or sent by mail, postage prepaid, or by telecopier, facsimile communication, overnight carrier or similar means of communication to each member at his address on file with the corporation at least fourteen (14) days prior to the date of such meeting.

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Special meetings shall be held at the time and place specified in the notice and business transacted thereat shall be confined to the specific purpose or purposes stated in the notice of the meeting and matters reasonably incident thereto.

Any such special meeting of the members may be held without such written notice providing all of the members are present or those not present have waived written notice thereof.  The attendance of a member at a meeting shall constitute a waiver of notice of such meeting unless the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

Board of Directors

Section 1.  Initial Board of Directors.  The initial Board of Directors shall consist of the following persons, and each initial director’s term shall expire on the date of the annual meeting in the year set forth opposite his name:

        Name                                                    Term Expires

1.      _____________________________           _____________________

2.      _____________________________           _____________________

3.      _____________________________           _____________________

4.      _____________________________           _____________________

5.      _____________________________           _____________________


Section 2.  Constitution and Election of Board.  The Board of Directors shall consist of not fewer than five (5) and not more than nine (9) directors.  The number shall be fixed from time to time by the directors.  There shall be at least five voting directors who are not of the same immediate family or related by blood or marriage.  No employee of the corporation shall hold the position of chairperson or presiding officer of the Board of Directors.  Directors shall serve on the board only for the charitable purposes of the organization; persons having other expressed or intended reasons for being a director shall not be elected nor permitted to serve as director.  The directors may be residents of any state or country.  The number of directors shall be determined and directors shall be elected at the annual meeting of directors.  Directors removed by death, resignation, vote of the members as provided in Section 3 of this Article, or other reasons, may be replaced by a majority vote of those directors present at any meeting of the Board of Directors, to serve until the next annual meeting of the members.

Section 3.  Term of Office.  Except as otherwise provided in Section 1 with respect to the initial Board of Directors and as may be convenient to stagger terms, each director shall serve a three-year term and until his successor shall be elected to office, unless he is sooner removed by death, resignation or vote of two-thirds of the members present and voting at a meeting of the membership.  Terms of the directors shall be staggered so that approximately one-third (1/3) of the directors’ terms expire in each year.  Directors may be re-elected for no more than two (2) successive terms.
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Section 4.  Powers and Duties of the Directors.  The Board of Directors shall have the entire management of the business and affairs of the corporation and shall have and exercise all the powers possessed by the corporation itself insofar as such delegation of authority is not inconsistent with the laws of the State of New Hampshire, with the Articles of Agreement, or with these By-Laws.  The Board of Directors may also elect such other agents as it may in its discretion deem advisable to carry out the purposes of the corporation.  It shall prescribe the duties of all such officers and agents it elects.  The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion, may determine to be necessary in the conduct of the business of the corporation.  The power to hire and fix the compensation of employees may be delegated to such person or persons as the Board may deem appropriate.

Section 5 of the.  Annual Meeting Board of Directors.  An annual meeting of the Board of Directors shall be held on a date during the month of April, as designated by the Board.  The directors and officers of the corporation shall be elected at this meeting.

Section 6.  Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and at such places as the Board may from time to time determine, and, if so determined, no notice thereof need be given.

Section 7.  Special Meetings.  Special meetings of the Board of Directors shall be held at any time or place whenever called by the secretary upon request of the president or whenever called by the secretary upon the request in writing by a majority of the Board of Directors.

Section 8.  Notice of Special Meetings.  Written notice of any special meeting must be delivered to, or sent by mail, postage prepaid, or by telecopier, facsimile communication, overnight carrier or similar means of communication, to each director at his address on file with the corporation at least fourteen (14) days prior to the date of such meeting.

Any such special meeting of the Board of Directors may be held without such written notice providing all of the directors are present or those not present have waived written notice thereof.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting unless the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Such special meetings shall be held at the time and place specified in the notice and business transacted thereat shall be confined to the specific purpose or purposes stated in the notice of the meeting and matters reasonably incident thereto.

Section 9.  Meetings by Conference Call.  Members of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time.  Participation by these means shall constitute presence in person at a meeting.

Section 10.  Quorum of Directors.  At any meeting of the Board of Directors, a majority of the directors fixed pursuant to Section 2 of this Article IV shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present, such quorum shall then be able to vote on all matters that could have been voted on at the original meeting.

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Section 11.  Votes.  Each director shall have one vote on all matters to be considered by the Board of Directors, and the vote of a majority of the directors present at any properly constituted meeting shall be necessary to adopt proposals, except as provided by statute, the Articles of Agreement or these By-Laws.  A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 12.  Action Approved in Writing.  Any action approved in writing by all directors shall be valid, regardless of whether a meeting of the directors has taken place.

Section 13.  The Executive Committee.  The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer of the corporation unless otherwise provided by the Board of Directors.  The Executive Committee shall be authorized to act between meetings of the Board of Directors and exercise the same authority as the Board of Directors except the authority to remove or replace directors, to appoint or terminate committees or to amend these By-Laws.

Section 14.  Other Committees.  All other committees of the corporation shall be appointed or terminated by the President with the approval of the Board of Directors and their terms of office shall be for a period of one year unless sooner terminated.

ARTICLE V

Officers

Section 1.  Composition and Election.  The officers of the corporation shall consist of a President, a Vice President, a Treasurer, a Secretary, and such other officers as the Board of Directors may determine and elect from time to time.  The President and the Vice President shall be members of the Board of Directors.  Other officers may be, but shall not be required to be, members of the Board of Directors.  Two or more offices may be held by the same person.  However, no employee of the corporation shall hold the position of officer of the corporation, nor of chairperson or other presiding officer of the Board of Directors.  Officers shall serve the corporation only for the charitable purposes of the corporation; persons having other expressed or intended reasons for being a director shall not be elected nor permitted to serve as officer of the corporation.

Officers shall be elected by the Board of Directors at its annual meeting.  The Board may elect officers to fill vacant  positions at any properly constituted meeting of the Board.

Section 2.  Term of Office.  Officers shall each serve a one-year term and until their successors are elected unless sooner moved by death, resignation or removal by the Board of Directors.  Officers may be re-elected for without limitation.

Section 3.  Removal of Officers.  The Board of Directors may, by a vote of the majority of directors present in person at any meeting thereof called for the purpose, remove from office, with or without cause, any officer or agent elected by it, which removal shall be immediately effective upon receipt by the officer or agent of written notice thereof.


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ARTICLE VI

Duties of Officers

Section 1.  The President.  The President shall, by virtue of his office, be the Chairman of the Board of Directors.  He shall be the chief executive officer of the corporation and shall, when present, preside at all meetings of the Board of Directors.  He shall present at each annual meeting of the membership an annual report of the work of the corporation.  He shall have such powers as may be reasonably construed as belonging to the chief executive of a corporation, and he shall have general supervision of the affairs of the corporation, shall make reports to the Board of Directors and shall perform such other duties and have such other powers as the Board of Directors may, from time to time, designate.

Section 2.  The Vice President.  The Vice President shall, in the event of the absence or inability of the President to exercise his office, become an Acting President of the corporation with all the rights, privileges, powers, responsibilities and duties as if he had been the duly elected President.  He shall have such other executive responsibility as the Board of Directors may, from time to time, designate.

Section 3.  Treasurer.  The Treasurer of the corporation shall be the principal financial officer of the corporation.  He shall have and exercise under the supervision of the Board of Directors all of the powers and duties commonly incident to his office.  He shall deposit the funds of the corporation or cause them to be deposited, in one or several accounts, in one or more state or federally-chartered banks or duly established savings and loan association or trust companies as the Board of Directors may, from time to time, designate.  The Treasurer shall render or cause to be rendered, at stated periods as the Board of Directors shall determine a written account of the finances of the corporation.  He shall keep or cause to be kept accurate books of account of all corporation transactions, which books shall be the property of the corporation and, together with all other of its property in his possession, shall be subject at all times to the inspection and control of the Board of Directors.  The Treasurer shall perform such other duties and shall have such other powers as the Board of Directors may, from time to time, designate.

Section 4.  The Secretary.  The Secretary of the corporation shall keep accurate minutes and records of the corporation in books provided for that purpose of all proceedings at the meetings of the Board of Directors and the membership.  It shall be the duty of the Secretary to file any certificates required of a secretary by any statute, federal or state.  The Secretary shall give and serve all notices required by any statute, the Articles of Agreement or these By-Laws to the Board of Directors.  The Secretary shall be the official custodian of the records and any seal of this corporation.  He shall submit to the Board of Directors any communication which shall be addressed to him as Secretary of the corporation.  The Secretary shall maintain an accurate roster of all members of the corporation.  He shall attend to all correspondence of the corporation and shall exercise all the duties normally incident to the office of Secretary.  The Secretary shall perform all the duties commonly incident to his office, as well as such other duties as the Board of Directors may from time to time designate.

Section 5.  Assistant Secretary.  If the Board of Directors elects an Assistant Secretary, that officer may perform all duties that the Secretary is authorized to perform under applicable law, under these By-Laws and under any resolution of the Board of Directors that is consistent with applicable law and with these By-Laws.


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Section 6.  Secretary Pro Tempore.  In the absence of the Secretary and Assistant Secretary from any meeting, a Secretary Pro Tempore may be elected.


ARTICLE VII

Indemnification

Each director, officer and committee member of the corporation and his respective heirs, executors and administrators shall be indemnified by the corporation against any cost, expense, judgment, and liability, including attorneys’ fees, reasonably incurred by or imposed upon said person in connection with any action, suit or proceeding to which he may be made a part or with which he shall be threatened, by reason of being, or having been, a director, officer, or committee member of the corporation, except (a) with respect to matters as to which he shall be finally adjudged in such action, suit, or proceeding to be liable for willful misconduct as such director, officer, or committee member and (b) with respect to matters described in RSA 292:2, V-a as to which the articles of agreement of a voluntary corporation may not eliminate or limit the personal liability of a director or officer.  In the event of settlement of any such action, suit, or proceeding brought or threatened, such indemnification shall be limited to matters covered by the settlement as to which the corporation is advised by counsel that such director, officer or committee member is not liable for willful misconduct as such.  The foregoing right of indemnification shall be in addition to any other rights to which any director, officer or committee member may otherwise be entitled.

ARTICLE VIII

Contracts, Loans, Checks and Deposits

Section 1.  Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract to execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2.  Loans.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation and in such manner as shall from time to time be determined by solution of the Board of Directors.

Section 4.  Deposits.  All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE IX

Fiscal Year

The fiscal year of the corporation shall end on April 30.

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ARTICLE X

Inspection of Books and Records

All books, records, papers and documents of every kind belonging to the corporation shall be maintained at the principal place of business of the corporation and shall be open to the inspection of the directors at all reasonable times.

ARTICLE XI

No Private Inurement

This corporation may hire and pay employees and contract for goods and services in the pursuit of its objectives, but no part of its receipts shall be distributed among any of its members.

ARTICLE XII

Exempt Activities

Notwithstanding any other provision of these By-Laws, no member, director, employee or representative of this corporation shall take any action to carry on any activity by or on behalf of the corporation which is not permitted by Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.  No such action may be taken as may violate Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE XIII

Amendments

Except as otherwise provided by law, these By-Laws may be amended, added to, altered, or repealed, in whole or in part, by the vote of the Board of Directors, subject to repeal or change by two-thirds majority action of the members.

Adopted by the incorporators of Friends of the Jackson Public Library as of ______________, 1999 prior to the recording of the corporation’s Articles of Agreement pursuant to RSA 292:6.


Dated as of ___________________________

                                                        ________________________________

                                                        ________________________________

                                                        ________________________________

                                                        ________________________________

                                                        ________________________________

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Jackson Town Offices: 54 Main Street, Jackson, NH 03846
Phone: (603) 383-4223   Fax: (603) 383-6980