Corporate bylaws amended March 15, 1994

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BYLAWS OF THE HERMOSA BEACH FRIENDS OF THE LIBRARY
A California NonProfit Public Benefit Corporation
ARTICLE I
OFFICES
SECTION 1
The principal office of the corporation for the transaction of its business is located at the Hermosa
Beach Public Library at 550 Pier Avenue, Hermosa Beach, California 90254, in Los Angeles
County.
ARTICLE II
PURPOSES
SECTION 1
The primary objectives and purposes of this corporation shall be to enhance and enlarge the
reading experience of children and the general public by providing books, magazines, recordings
and equipment to the Hermosa Beach Public Library which would otherwise be unavailable and,
further, to encourage gifts and financial aid to serve such purposes and objectives.
ARTICLE III
MEMBERS
SECTION 1
Any person may become a member of this corporation upon payment of yearly dues. Pursuant to
Section 5310(b)(I) of the Nonprofit Benefit Corporation Law of the State of California, any
action which would otherwise, under law or the provisions of the Articles of Incorporation,
require approval by the members, shall only require approval by the Board. Furthermore, all
rights which would otherwise vest in the members under law, the Articles of Incorporation or the
ByLaws of this corporation, shall vest in the Board of this corporation.
ARTICLE IV
OFFICERS
SECTION 1
NUMBER: The corporation shall have five elected officers. The number may be changed by
amendment or repeal of this ByLaw and adoption of a new ByLaw, as provided in these ByLaws.
The officers of this corporation shall be a President, a Vice-President, a Recording Secretary, a
Corresponding Secretary and a Treasurer. Any number of offices may be held by the same
person, except that neither the Recording Secretary nor the Treasurer may serve as President.
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SECTION 2
QUALIFICATION, ELECTION AND TERM OF OFFICE: Any paid-up member may serve as
an officer of this corporation. Officers shall be elected by the membership present at the general
meeting in January of each year for a term of one year. Each officer shall hold office until he or
she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be
elected, appointed and qualified, whichever occurs first
SECTION 3
RESIGNATION AND REMOVAL: Any officer may resign at any time by giving written notice
to the President or the Recording Secretary of the corporation. Any such resignation shall take
effect on the date of receipt of such notice or at any later date specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective. Any officer may be removed for failure to perform his or her duties. The remainder of
the elected officers shall hold a hearing and, by majority vote, shall remove the officer by minute
resolution.
VACANCIES: Any vacancy caused by the death, resignation or removal of any officer shall be
filled by the President with the concurrence of the remaining elected officers.
ARTICLE V
DUTIES OF OFFICERS
SECTION 1
PRESIDENT: The President shall be the chief executive officer of the corporation and shall
supervise and control the affairs of the corporation. He or she shall perform all duties incident to
the office and such other duties as may be required by law, the Articles of Incorporation, or by
these ByLaws. He or she shall preside at all meetings of the Board and members. Except as
otherwise expressly provided by law, by the Articles of Incorporation, or by these ByLaws, he or
she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may be necessary.
With the concurrence of the other elected officers, the President shall appoint chairmen to
perform various duties in furtherance of the objectives and activities of the organization.
SECTION 2
VICE-PRESIDENT: In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice-President shall preside at the meetings of the Board and members, and
shall have all the powers of the President when so acting
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SECTION 3
RECORDING SECRETARY: The Recording Secretary shall : Keep at the Library the original
and/or copies of these ByLaws; keep at the Library one book of minutes of the corporation.
These minutes shall record the date, time and place, names of those present, and the proceedings.
Time of adjournment and date and time of next meeting to be included in the minutes.
The Recording Secretary shall perform all duties incident to the office and such other duties as
may be required by law, or which may be assigned to him or her by the Board
SECTION 4
CORRESPONDING SECRETARY: The Corresponding Secretary shall write letters as
requested by the President and the Board.
SECTION 5
TREASURER: The Treasurer shall have charge and custody, and be responsible for all funds in
the name of the corporation in such banks, trust companies or other depositories as he or she shall
select with the concurrence of the Board.
The Treasurer shall keep and maintain adequate and correct records, preparing financial reports
after each fund-raising activity for the approval of the Board and members.
The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such
other duties as may be required by law.
ARTICLE VI
CHAIRMEN
SECTION 1
Chairmen, who are current members of the organization, shall be appointed by the President, with
the concurrence of the elected members of the Board, to carry out the work of this organization.
Chairmanships may include, but not be limited to the following: California Collection; Book
Sales; Membership; Newsletter, and Volunteers.
ARTICLE VII
BOARD
SECTION 1
The Board, comprised of the five elected officers and chairmen appointed by the President with
the concurrence of the elected officers, shall be the governing body of the corporation. In the
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interest of continuity, the outgoing President shall serve as ex-officio member of the Board for
one year.
SECTION 2
MAJORITY ACTION AS BOARD ACTION: Every act or decision done or made by a majority
of the Board at a meeting duly held at which a quorum is present is the act of the Board unless
prohibited by the Articles of Incorporation, the ByLaws of this corporation, or provisions of the
California Nonprofit Public Benefit Corporation Law.
SECTION 3
EXECUTION OF INSTRUMENTS: The Board may by resolution authorize any officer or agent
of the corporation to enter into any contract or 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
circumstances. Unless so authorized, no officer shall have any power or authority to bind the
corporation by any contract or to pledge its credit or to render it liable monetarily for any purpose or in any amount
SECTION 4
GIFTS: The Board may accept on behalf of the corporation any contribution, gift, bequest or
devise for the charitable or public purposes of this corporation
SECTION 5
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS: No Board
member, employee, or other person connected with this corporation, or any private individual,
shall receive at any time any of the net earnings or pecuniary profit from the operations of this
corporation, provided, however, that this provision shall not prevent payment to any such person
for services performed for the corporation in effecting any of its public or charitable purposes,
provided that such compensation is otherwise permitted by these ByLaws and is fixed by
resolution of the Board; and no such person or persons shall be entitled to share in the distribution
of, and shall not receive any of the corporate assets on dissolution of the corporation. All
members of the corporation shall be deemed to have expressly consented and agreed that on
dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily,
the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the
Board, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
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ARTICLE VIII
MEETINGS
SECTION 1
PLACE OF MEETING: Meetings shall be held at the Hermosa Beach Public Library at 550 Pier
Avenue, Hermosa Beach, California, unless otherwise specified by the President with the
concurrence of the Board
SECTION 2
REGULAR MEETINGS: Regular meetings shall be held during the week following the book
sale (generally in March, June, September and December) at 7:00 P.M.
SECTION 3
ANNUAL MEETING: The annual meeting shall be held during the third week of January at 7:00
P.M
SECTION 4
SPECIAL MEETINGS: Special meetings of the Board may be called by the President who shall
give notice in person or by telephone to each Board member as to the date, time, place and
purpose of the Special meeting. Notice shall be given 24 hours prior to the meeting
SECTION 5
QUORUM FOR MEETINGS: A simple majority of all of the elected officers (three) shall
constitute a quorum for the conduct of business
If a quorum is initially present at a duly held meeting, the Board may continue to do business
notwithstanding the loss of a quorum at the meeting, provided that any action thereafter is later
approved by a quorum.
SECTION 6
ACTION BY CONSENT WITHOUT MEETING: Any action required or permitted to be taken
by the Board under any provisions of law may be taken without a meeting providing that a
majority of the elected Board members consent in person or by telephone to such action upon
being contacted by the President.
Such action by consent shall have the same force and effect as a vote of the Board at a meeting
and shall be reported by the President at the next regular meeting for inclusion in the minutes.
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SECTION 7
CONDUCT OF MEETINGS: Meetings of the Board shall be presided over by the President, or
in his or her absence, by the Vice-President, or in the absence of both of these persons, by a
Chairman chosen by a majority of the elected Board members present at the meeting. The
Recording Secretary of the corporation shall act as Secretary of all meetings of the Board. In his
or her absence, the President shall appoint another person to act as Secretary of the meeting
Meetings shall be governed by Roberts' Rules of Order, insofar as such rules are not inconsistent
with or in conflict with these ByLaws, with the Articles of Incorporation, or with provisions of
law.
SECTION 8
VOTING: Each Board member and general member is entitled to one vote.
ARTICLE IX
ELECTIONS
SECTION 1
NOMINATING COMMITTEE: Each elected officer shall select a current member to represent
him or her on the Nominating Committee. The President will designate one of the five to serve as
Chairman. The Committee shall present its slate to the President a minimum of 3 weeks prior to
the Annual Meeting and Election. No member of the Nominating Committee shall be named to
the slate of officers.
ELECTION: Election shall be by a vote of the majority of those members voting
ARTICLE X
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1
CORPORATE SEAL: The Board may adopt, use and, at will, alter, a corporate seal. Such seal
shall be kept in the principal office of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such instrument.
SECTION 2
BOARD MEMBERS' INSPECTION RIGHTS: Every Board member shall have the absolute
right at any reasonable time, to inspect and copy all books, records and documents of every kind,
and to inspect the physical properties of the corporation.
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SECTION 3
MEMBERS' INSPECTION RIGHTS: Each and every member shall have the absolute right to
inspect at any reasonable time the books, records, or minutes of proceedings of the members of
the Board, upon written demand on the corporation by the member, for a purpose reasonably
related to such person's interests as a member.
SECTION 4
RIGHT TO COPY AND MAKE EXTRACTS: Any inspection under the provisions of this
article may be made in person or by agent or attorney, and the right to inspection includes the
right to copy and make extracts.
ARTICLE XI
FISCAL YEAR AND AUDIT
SECTION 1
FISCAL YEAR OF THE CORPORATION: The fiscal year of the corporation shall begin on the
Ist day of January and end on the 31st day of December in each year.
AUDIT: The financial records of the corporation shall be audited within 60 days of the end of
each fiscal year.
ARTICLE XII
AMENDMENTS
SECTION 1
AMENDMENT OF BYLAWS: These ByLaws may be amended at any meeting of this
corporation by a two-thirds vote of those members attending, provided that each member has
been informed in writing (newsletter) that ByLaw amendments are contemplated and that
proposed changes are available on request.
SECTION 2
AMENDMENTS OF ARTICLES OF INCORPORATION: This corporation shall not amend its
Articles of Incorporation to alter any statement which appears in the original Articles of
Incorporation and of the names and addresses of the first Directors of this corporation nor the
name and address of its initial agent, except to correct an error in such a statement or to delete
either statement after the corporation has filed a "Statement By Domestic Non-Profit
Corporation" pursuant to Section 6210 of the California Non-Profit Corporation Law.
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WRITTEN CONSENT OF ELECTED OFFICERS ADOPTING AMENDED BYLAWS:
We, the undersigned elected officers of the HERMOSA BEACH FRIENDS OF THE LIBRARY,
adopt these ByLaws, consisting of eight (8) pages, as the ByLaws of this corporation.
DATED: March 15, 1994 - Vela
AL VALDES, PRESIDENT
Vin wiferguer
TIM W. FERGUSON, VICE-PRESIDENT
Charlies malone
CHARLOTTE A. MALONE, RECORDING SEC'Y.
ena lle
GINA MILLER, CORRESPONDING SEC'Y.
ideli
CLYDE TREASURER
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the ByLaws of the corporation
named in the title thereto and that such ByLaws were duly adopted by the Board and members of
said corporation on the date set forth above.
DATED: March 15, 1994 Charitanmalone
RECORDING SECRETARY
ByLaws Adopted: 4-30-82
ByLaws Amended: 12-14-88
ByLaws Amended: 6-17-92
ByLaws Amended: 3-15-94
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