BYLAWS OF THE FRIENDS OF THE PACE AREA LIBRARY
ARTICLE I
Members

Any person, family or organization interested in the purpose of the Friends of the Pace Area Library (hereinafter called Friends) as stated in the Articles of Incorporation of the Pace Area Library (hereinafter called Library) may become a member in good standing by paying annual dues or making other significant contributions.

Section 1. Dues
Annual dues are $10 for individual, $20 for family, and $100 for business. Gifts of $100 or more include membership and are recognized on wall plaques. Gift categories include Giving Tree ($100-999), Silver ($1000-4999), Gold ($5000-9999), and Platinum ($10,000 and over).
The dues rate may be changed by a two-thirds vote of the Executive Board.

Section 2. Membership Year
The membership year shall be from April 1 of one year to March 31 of the following year.

ARTICLE II
Meetings of Members

Section 1. Annual Meeting
An annual meeting of the membership shall be held each year during February/March. At the annual meeting the order of business shall include the following:
a. Minutes of the previous meeting
b. Business arising out of the previous meeting
c. President's report
d. Correspondence
e. Treasurer's report
f. Report on the Trust Fund
g. Nominating Committee report
h. Special resolutions
i. Election of Executive Board members
j. Other business

Section 2. Special Meetings
Special meetings of the members may be called by the President, the Executive Board, or by written request of at least 25% of the membership. A written request shall be submitted to the President at least 30 days prior to the date requested for such meeting.

Section 3. Notice of Meetings
Members in good standing shall be notified at least seven days in advance of the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes of such meeting.

Section 4. Voting
At any membership meeting, each member in good standing at the time of the meeting shall be entitled to one vote on each item of business requiring action at the meeting. A majority of the votes present shall be necessary to take action on any matter unless the vote of a greater number is required by these bylaws.

ARTICLE III
Executive Board

Section 1. Number
The Friends shall be governed by an Executive Board (hereinafter called the Board). The Board shall consist of no fewer than nine nor more than twelve members.

Section 2. Composition
The Board shall consist of a President, a Vice President, a Secretary, a Treasurer, and other members as necessary with approval of two-thirds of the Board. Board members are eligible for reelection but cannot serve more than three consecutive years. The immediate Past President shall be a member of the Board for a period of one year.

Section 3. Election
Positions on the Board shall be elected by the membership each year at the annual meeting. The Officers of the Board are also the Officers of the Friends.

Section 4. Vacancies
The Board may declare a seat vacant by two-thirds vote for any one of the following reasons: absence from three consecutive Board meetings without giving appropriate notice, resignation, death, or actions not in the best interest of the Library. The Board may appoint a member to fill any vacancy until the next annual meeting.

Section 5. Duties
Between each annual meeting, the Board has the governance of the Friends. The duties of the Board shall be:
a. To transact necessary business in the intervals between annual meetings and such other business as may be referred to it by the membership.
b. To register the signature of the President and Treasurer for all accounts at the bank. All checks shall bear both signatures.
c. To create standing committees.
d. To approve plans of work of the standing committees.
e. To present a report at the annual meeting.
f. To appoint an auditing committee at least one month before the annual meeting to audit the Treasurer's accounts.
g. To prepare and submit for approval by the membership at the annual meeting a budget for the fiscal year.
h. To approve non-routine bills over $150.
i. To cancel a meeting if no officer can be present.

Section 6. Quorum
A majority of voting Board members shall constitute a quorum for the transaction of business. However, in no event shall a quorum be less than five (5) voting members. The act of the majority of the Board members present at aproperly called meeting at which a quorum is present shall be the act of the Board.

Section 7. Meetings
Meetings of the Board shall be held at least six times each year. Special or additional meetings of the Board may be called by or at the request of the President. Notice of meetings shall be communicated to each Board member at least three days prior to said meeting. Attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting.

Questions calling for action before the next scheduled Board meeting may be handled via email or telephone. Such questions should be communicated to the President, who will determine the need for action before the next scheduled meeting. A vote by email shall be subject to the same requirements as to quorum and majority as are set forth in Article II, Section 4.

ARTICLE IV
Officers

Section 1. Offices
The officers of the Friends shall be President, Vice President, Secretary, and Treasurer.

Section 2. Election and Term of Office
The officers of the Friends shall be elected by the membership at the annual meeting. Each shall hold office for one year or until his successor shall have been duly elected and qualified or until his resignation, death or removal as hereinafter provided. No officer shall be eligible for election to the same office for more than three consecutive full terms, with the exception of the Treasurer.

Section 3. Removal
Any officer may be removed from the Board by the membership whenever, in their judgment, the best interests of the Friends would be served thereby. Such removal shall require a two-thirds majority of members voting.

Section 4. Vacancies
A vacancy may be filled by a two-thirds vote of the remaining Board members. Any officer or Board member elected to fill an unexpired term shall be a member of the Board for the unexpired portion of the term to which she or he is succeeding. However, if the President vacates the office, the Vice President shall replace the President and the Board members shall choose a Vice President. Any appointed Board member shall stand for election at the next annual meeting.

Section 5. Duties
Upon election as an officer, such officer will become a member of the Board. Officers shall carry out their duties under the direction of the Board.
a. The President shall: i) Preside at all meetings; ii) Be a signing authority on disbursements; iii) Represent the Friends or appoint a delegate to represent the Friends before any person or group which has requested such a representative. The President or majority of the Board must agree to the representation;
b. The Vice President shall act as aide to the President and shall, in
the absence of the President:
i) Preside at all meetings;
ii) Perform other duties of the President;
iii) Perform duties as assigned by the President;
c. The Treasurer shall: i) Keep and maintain the financial records of the Friends; ii) Deposit monies received in the Bank designated by the Friends; iii) Make all authorized disbursements, sign checks together with the President; keep a record of the source of all checks deposited and all in-kind gifts, using the printed receipt forms prepared by the Friends; iv) Ensure an annual audit is performed on the Friends' financial records prior to the annual meeting, for the last fiscal year completed; v) Make regular financial reports to the Board; vi) Prepare and present an annual fiscal report to the membership; vii) Prepare any annual filing required for income tax purposes, or ensure that such occurs. viii) Prepare a budget in conjunction with the President; ix) Preside at meetings in the absence of the President and Vice President
d. The Secretary shall: i) Keep the minutes of all Board, annual, and special meetings; ii) Keep a list of the membership complete with addresses, telephone numbers, and email addresses; iii) Conduct the correspondence of the Friends as directed by the President; iv) Maintain the records of the Friends.
Section 6. Remuneration
No remuneration shall be paid to the Board members. However, upon the approval of two-thirds of the Board, Board members may be reimbursed for verified reasonable expenses incurred in carrying out their duties as Board members.

Section 7. Qualifications
Officers of the Friends shall be members in good standing of the Friends and patrons of the Library.

ARTICLE V
Committees

Section 1. Standing Committees
There shall be standing committees as follows: Auditing and Nominating. In addition to the named Standing Committees, either the President or the Board may create other committees, whether standing or special, as it may deem necessary to promote the purpose and carry on the work of the Friends. Committee chairmen shall be appointed by the President with the approval of the Board. The Nominating Committee will be appointed no fewer than 30 days prior to the annual meeting.

Section 2. Plans of Work
The chairman of all standing committees shall present plans of work to the Board. No committee work shall be undertaken without the approval of the Board.

Section 3. Ad Hoc Committees
Ad hoc committees may be formed by authorization of the membership by formal resolution, action of the Board, or by the President. The chairman of that committee shall be appointed by the President with the approval of the Board.

Section 4. President
The President shall be a member ex-officio of all committees except the Nominating Committee.

ARTICLE VI
Funds and Liabilities

Section 1. Deposits and Withdrawals
All funds of the Friends shall be deposited in a local financial institution. Deposits shall be designated as operational funds or building funds. Disbursements under $150 for incidental expenses may be made at the discretion of the Treasurer with approval of the President. Disbursements of more than $150 must have the approval of the Board. For this purpose, a poll of the Board members will suffice. Membership fees, gifts, and in-kind amounts shall be paid to the Treasurer. The Treasurer shall open such bank accounts as may be necessary. Disbursements shall be made by check signed by the President and the Treasurer. The fiscal year of the Friends shall be January 1 -December 31 of the same year.

Section 2. Limitations
No officer, Board member, or member shall make any contract or incur any indebtedness in the name of the Friends without the approval of the Board. Neither the Board members nor any officer shall have authority to incur indebtedness beyond the unencumbered assets of the Friends.

ARTICLE VII
Dissolution

Section 1. Approval
Approval of dissolution of the Friends shall require the affirmative vote of at least two-thirds of the members present and in good standing.

Section 2. Members Vote
Only those persons who were members in good standing 30 days prior to the vote of dissolution shall be entitled to vote. Membership enrollment shall be available at anytime.

Section 3. Temporary Escrow
Should the Friends fail to re-activate before the end of the membership year, its assets, funds, and records shall be turned over to the Santa Rosa County Library Foundation to be held in escrow until the unit re-activates itself, a period not to exceed two years.

Section 4. Final Distribution of Funds
Should the Friends fail to re-activate during this two-year period, its funds, assets, and records shall become the property of the Santa Rosa County Library Foundation for the express use of the Library.

ARTICLE VIII
Endowment Fund

Section 1. Establishment
An Endowment Fund is hereby established as an instrument for receiving gifts of funds and other property as defined in the Articles of Incorporation.

Section 2. Receiving of Gifts
When receiving gifts, the terms of which carry limitations on their use, the Board shall follow policies set by Florida Public Library Standards to ensure that it is possible to comply with such limitations within the established program and development plan of the Library.

Section 3. Management
The general management of the Endowment Fund shall be the responsibility of the Board, who will place it with a local financial institution.

ARTICLE IX
Amendments of Bylaws

These bylaws may be amended by a vote of two-thirds of the members present at the annual meeting. Once the Board receives the written
proposed bylaws change from its proponent, the Secretary will submit it to the Friends along with notice of the annual meeting.

The foregoing bylaws were adopted at the annual meeting of the Friends on the 7th day of November, 2000. They were amended at the annual meetings on the 12th day of March, 2002, and the 6th day of March, 2008.
(Each time the bylaws are amended, the date is placed in this paragraph.)