Amended and Restated Bylaws of the Friends of the Lexington Public Library, Inc.

(Revised February 2006)

ARTICLE I
NAME AND PURPOSE

Section 1 – Name:  The name of this Corporation is The Friends of the Lexington Public Library, Inc.

Section 2 – Purposes:  The purposes for which this Corporation is formed are as set forth in the Corporation’s Articles of Incorporation.

ARTICLE II
PRINCIPAL OFFICE; REGISTERED OFFICE AND AGENT

Section 1 – Principal Office:  The address of the principal office of the Corporation in the Commonwealth of Kentucky is 140 East Main Street, Lexington, Kentucky 40507.  The Board of Directors may, from time to time, change the location of the principal office, or establish additional offices for the Corporation.

Section 2 – Registered Agent and Office:  The registered agent of the Corporation shall be the Lexington Public Library Community Relations Representative or such other person as the Board of Directors may from time to time designate.  The address of the registered office of the Corporation is 140 East Main Street, Lexington, Kentucky 40507.  The Board of Directors may, from time to time, designate a different address as the registered office of the Corporation, provided, however, that any such designation shall become effective only upon the filing of a statement of such change with the Secretary of State of Kentucky as required by law.
 

ARTICLE III
MEMBERSHIP

Section 1 – Members:  The membership of the Corporation in any Fiscal Year shall consist of those individuals who have completed an application for membership and who have paid the annual dues as set by the Board of Directors, and those individuals who have been designated Life Members by reason of a one-time contribution of $200 to the Friends.  Additionally, Life Membership may be awarded, by the selection of the Executive Committee, for exceptional service on the Friends Board or in the work of the Friends Book Cellar, or for distinguished service to the activities of the Lexington Public Library, sponsored by, or closely related to, the work of the Friends.

Section 2 – Membership Fees:  The membership fees payable by members of the Corporation shall be determined and shall be subject to change from time to time by the Board of Directors.  Payment of such membership fees, except for Life Members, shall be required as a condition to becoming and continuing as a member of the Society.  The Board of Directors may revoke the membership of any member failing to pay such membership fees, in accordance with such procedures, including notice, as the Board of Directors may establish.

ARTICLE IV
MEETINGS OF MEMBERS

Section 1 – Annual Meeting:  The corporation shall hold annually a membership meeting.  Such annual meeting shall be held at the Corporation’s principle place of business or at any other reasonable location designated by the Board of Directors.  At such meeting, the members shall elect directors and officers as set forth hereinafter and shall conduct such other business as shall be properly placed before the members.

Section 2 – Special Meetings:  A special meeting of the Corporation may be called at any time by the President or by the Board of Directors or upon the written request of at least five percent (5%) of the members of the Corporation.  The date, time and place of special meetings of the members shall be determined by the Board of Directors and designated in the notice thereof, provided that such special meetings shall be held at a reasonable location and within a reasonable time after the call therefore.

Section 3 – Notice of Meetings:  Written notice of the date, time and place of all meetings of the members shall be mailed to each member at such member’s address as it appears on the books of the Corporation at least ten (10) days but not more than thirty-five (35) days before the date of the meeting.  For each special meeting, the notice therefore shall state briefly the purpose(s) of the meeting.  Any business may be presented at an annual meeting whether or not referred to in the notice of meeting.

Section 4 – Quorum:  No fewer than fifteen (15) of the members of the Corporation, present in person or by proxy, as said members are shown on the books of the Corporation, shall constitute a quorum for the transaction of business at any annual or special meeting of the members.

Section 5 – Voting:  Each member shall be entitled to one (1) vote on any matter which is submitted to a vote of the members, in person or by written proxy.  All proxies shall be filed with the Secretary of the Corporation before the votes are cast.

Section 6 – Manner of Acting:  The act of a majority of the members present, in person or by written proxy, at a meeting at which a quorum is present, shall be the act of the members of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation or by these Bylaws.

ARTICLE V
DIRECTORS

Section 1 – Number:  The number of Directors of the Corporation shall be at least three (3) but not more than twenty (20).  The Board of Directors may, by amendment to these Bylaws, increase or decrease the number of directors, subject, however, to the requirement that the number of directors shall not be fewer than three (3).

Section 2 – Term of Directors:  Directors shall be elected for a term of three (3) years.  Directors, if willing to serve, may be re-elected without restriction to the number of terms.  The Directors shall consist of three (3) groups of approximately one-third (1/3) the total number of directors in each group.  Elections shall be staggered so that in any one calendar year only one-third (1/3) of the director positions shall be subject to election.

Section 3 – Nomination of Directors:  Nominees for election as directors shall be nominated by the then existing Board of Directors or by a committee thereof.  Members may also make nominations from the floor for directors at the annual meeting.

Section 4 – Election of Directors:  The election of directors shall be by ballot, in any contested position, or by voice vote of the members of the Corporation entitled to vote at the annual meeting of the members, as set forth above in Section 1 of Article IV hereinabove.  Members shall be entitled to vote for all positions to be filled.  The nominees receiving the highest number of votes for each director position shall be elected as directors.

Section 5 – Vacancies:  Any vacancy on the Board of Directors due to the death or resignation of a director may be filled by the nomination and election by the remaining directors of a successor to complete the unexpired portion of such director’s term.  A successor to a director who also served as an officer shall not automatically succeed to such office, but such office shall be filled by nomination and election of a successor by the Board of Directors.  Any vacancy on the Board of Directors due to an increase in the number of directors may be filled by nomination and election by the remaining directors to fill any such vacancy until the next annual meeting of the members.

Section 6 – Powers of Board of Directors:  The Board of Directors shall have the control and management of the business, affairs, funds, and property of the Corporation, except as otherwise provided by law or by the Articles of Incorporation.

Section 7 – Regular Meetings of the Board of Directors:  The Corporation shall hold annually a membership meeting for the purpose of electing officers and members of the Board of Directors for term expiring, and for conducting other necessary business of the Corporation.  Monthly meetings of the Board of Directors shall also be held each year at such date and time as shall be designated by the President of the Corporation, in consultation with the Board of Directors.

Section 8 – Special Meetings of the Board of Directors:  Special meetings of the Board of Directors may be held at any time upon call of the President or upon the written request of at least three (3) directors.  The date and time of special meetings of the Board of Directors shall be determined by the President and designated in the notice thereof, provided that such special meetings shall be held within a reasonable time after the call therefor.

Section 9 – Place of Meetings:  All meetings of the Board of Directors shall be held at the principal office of the Corporation or at any other reasonable location designated by the President.

Section 10 – Notice of Meetings:  Notice of the date, time and place of all meetings of the Board of Directors shall be given at least ten (10) days prior thereto for each monthly meeting, and at least three (3) days prior thereto for any special meeting, by personal delivery or by mail or by other electronic communication to each director at such director’s address as shown by the records of the Corporation.  For all special meetings, the notice therefore shall state briefly the purposes of the meeting.  Any business may be presented at a regular, annual or monthly meeting whether or not referred to in that notice of the meeting.  The notice requirements herein may be fulfilled by promulgation of an annual schedule of meetings or by inclusion of the schedule in the corporate minutes for the previous meeting.

Section 11 – Quorum:  A quorum for the transaction of business at all meetings of the Board of Directors shall be one-half (1/2) of the directors in office.

Section 12 – Manner of Acting:  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.

Section 13 – Informal Action:  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 14 – Compensation:  No director shall receive compensation for his services in such capacity, but directors may receive reimbursement for such reasonable expenses of attendance at each annual, monthly or special meeting, as the Board of Directors shall from time to time determine.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.

Section 15 – Resignation:  Any director may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective

Section 16 – Removal:  Any director may be removed by a two-thirds majority vote of the currently elected directors at any meeting of the Board of Directors whenever the Board of Directors shall determine that the best interest of the Corporation shall be served thereby.  The Board of Directors may remove any director missing, without excuse, three consecutive meetings of the Board of Directors.  Vacancies on the Board of Directors caused by removal may be filled by the affirmative vote of a majority of the remaining members.

Section 17 – Officers:  All officers elected under Article VI below shall be directors.  The past President shall be a director subject to re-election.

Section 18 –Director Emeritus:  From time to time the Board of Directors may designate a member as a Director Emeritus in recognition of continued and exceptional service.  A Director Emeritus may attend all meetings, but shall not have voting authority, nor be counted in the calculation of a quorum under Section 11 above.

ARTICLE VI
OFFICERS

Section 1 – Officers:  The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as may be designated by the Board of Directors.  Any two or more offices may be held by the same person.  Only members of the Corporation may serve as officers of the Corporation.

Section 2 – Election and Term of Office:  The officers of the Corporation shall be elected annually by the members at the annual meeting of the Corporation by majority vote.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until the next annual meeting of the Board of Directors until his successor shall have been duly elected and shall have qualified.

Section 3 – Removal:  Any officer of the current Board of Directors may be removed by a vote of a two-thirds (2/3) majority of the currently elected directors, whenever, in its judgment, the best interests of the Corporation would be served thereby.

Section 4 – Vacancies:  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term thereof.

Section 5 – President:  The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation.  He shall preside at all meetings of the members and of the Board of Directors, and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6 – Vice President:  The Vice-President shall perform such duties as from time to time may be assigned to him by the President or by the Board of Directors.  In the absence of the President, 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 imposed on the President.

Section 7 – Secretary:  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and, as necessary or appropriate, see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member and of each director, which shall be furnished to the Secretary by each director; be responsible for authenticating records of the Corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8 – Treasurer:  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all the duties incident to the office of Treasurer and other such duties as from time to time may be assigned to him by the President or by the Board of Directors.
 

ARTICLE VII
EXECUTIVE AND OTHER COMMITTEES

Section 1 – Executive Committee:  There shall be an Executive Committee consisting of the officers of the Corporation: the President, Vice-President, Treasurer and Secretary, subject to the requirements set forth below in Section 7 of the Article VII.  The Executive Committee shall have and may exercise all of the powers granted to the Board of Directors in such instances where it is impractical to convene a meeting of the full Board and immediate action is required.  Any action taken by the Executive Committee must be ratified by the full Board of Directors.  All members of the executive committee shall be eligible for election as officers of the Corporation.  The Executive Committee shall keep regular minutes of its meetings and shall present the same to the Board of Directors at the meetings of the Board of Directors.

Section 2 – Nominating Committee:  The Board of Directors may appoint a committee to recommend to the Board of Directors nominees for election as directors of the Corporation, subject to the requirements set forth below in Section 7 of this Article VII.

Section 3 – Finance Committee:  The Board of Directors may appoint a Finance Committee consisting of such persons as may be appointed by the Board of Directors, subject to the requirements as forth below in Section 7 of this Article VII.  The Treasurer shall serve as Chair of the Finance Committee.  The Finance Committee shall review the proposed annual budget, provide for an annual audit, provide for a financial progress report at each meeting of the Board of Directors, provide for an annual financial report, and make recommendations to the Board of Directors on such budgetary and fiscal matters as may be appropriate.

Section 4 – Membership Committee:  The Board of Directors may appoint a Membership Committee consisting of such persons as may be appointed by the Board of Directors, subject to the requirements set forth below in Section 7 of this Article VII.

Section 5 – Book Cellar Committee:  Responsibility for supervising and directing the Friends Book Cellar at the Lexington Public Library is assigned primarily to the Book Cellar Committee, although from time to time issues of great import may be reviewed and resolved by the Board of Directors (e.g., additions to, or subtractions from, the number of paid positions, based on financial considerations).

The Book Cellar Committee is to be selected by the Executive Committee of the Board of Directors, in consultation with the current Book Cellar Committee and the Book Cellar Manager.  It shall be composed of three (3) members of the Friends of the Lexington Public Library, all of whom shall have had at least some experience in volunteering in the work of the Book Cellar.  At least one of the three members shall be a member of the Board of Directors.

The President of the Board of Directors shall be an ex officio member, without voting rights except in the event of a tie vote on any particular opinion or judgment.

Section 6 – Other Committees:  The Board of Directors may appoint from time to time such other committees to serve such purposes of the Corporation, as the Board of Directors shall deem appropriate.

Section 7 – Committee Requirements and Limitations:  Notwithstanding any other provision of these Bylaws, the executive committee, nominating committee, and any other committee appointed by the Board of Directors each shall (a) be subject to such limitations as may be imposed by the Board of Directors, these Bylaws, the Articles of Incorporation or applicable law; and (b) include at least two (2) directors of the Corporation.
 

ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND ANNUAL AUDIT

Section 1 – Contracts:  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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 instances.

Section 2 – Checks and Drafts:  All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3 – Deposits:  All funds of the Corporation 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.

Section 4 – Gift:  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5 – Audit:  An annual audit of the books, records, and affairs of the Corporation shall be performed by an independent and reputable firm of certified public accountants, and a report thereof shall be distributed to the Board of Directors as soon as practicable after completion of the audit.

ARTICLE IX
BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of the members, the Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep as its registered or principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

ARTICLE X
LIABILITY AND INDEMNIFICATION

Section 1 – Limitation of Director Liability:  No director shall be personally liable to the Corporation for monetary damages for breach of his duties as a director, except for liability:

a)    For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation;

b)    For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or

c)    For any transaction from which the director derives an improper personal benefit.

If the Kentucky Revised Statutes are amended after approval of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended.  Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Section 2 – Indemnification:  Each person who is or was a member, director, trustee or officer of the Corporation, whether elected or appointed, and each person who is or was serving at the request of the Corporation as a member, director, trustee or officer of another corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the Corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person’s capacity as a member, director, trustee, officer, or employee; provided, however, no such person shall be indemnified against any such liability, cost or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law.  Such right of indemnification shall be a contract right and shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification.  Any repeal or modification of this Article shall not affect any rights or obligations then existing.  If any indemnification payment required by this Article is not paid by the Corporation within 90 days after a written claim has been received by the Corporation, the member, director, trustee, officer, or employee may at any time thereafter bring suit against the Corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim.  The Corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the Corporation would have the power to indemnify such person against such liability, cost, or expense under the Kentucky Nonprofit Corporation Acts or under this Article, but it shall not be obligated to do so.  The indemnification provided by this Article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any Bylaw, agreement, statute, vote of members or Board of Directors, or otherwise.  If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law.

ARTICLE XI
MISCELLANEOUS

Section 1 – Seal:  The Board of Directors may adopt a corporate seal.

Section 2 – Fiscal Year:  The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June the following year; this change to begin effective the first day of July, 2006.

Section 3 – Amendments to the Bylaws:  Amendments to these Bylaws may be adopted by the Board of Directors of the Corporation at any meeting of the Board upon a majority vote of the directors in office.  The Board of Directors shall have ten (10) days prior written notice of the proposed amendments.

Section 4 – Use of the Corporate Name/Logo:  Each member in good standing of the Corporation shall be permitted to advertise such fact in the conduct of his business and to display any corporate logo or other trademark as may be adopted by the Corporation for such purpose.  No other person or entity shall be permitted to use the name and prestige of the Corporation for his personal benefit, commercial or otherwise, without the express permission of the Board.

Section 5 – Waiver of Notice:  Whenever any notice is required to be given to members and/or directors under the provisions of the Articles of Incorporation, these Bylaws or applicable law, a waiver in writing thereof signed by the member(s) and/or director(s), as the case may be, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 

The above Amended and Restated Bylaws of this Corporation were adopted by the Board of Directors and the Members effective as of the 1st day of July, 2006.