Bylaws

Panama City Beach Library Foundation, Inc.
Bylaws Adopted July 8, 2010

Panama City Beach Library Foundation, Inc.

A Florida Nonprofit Corporation

SECTION 1: NAME, SEAL AND OFFICES

1.1 Name. The name of this Nonprofit Corporation is PANAMA CITY BEACH LIBRARY FOUNDATION, INC..

1.2 Seal. The Corporation will have a common seal and around the circumference of the seal will appear the words PANAMA CITY BEACH LIBRARY FOUNDATION, INC. However, no instrument executed by officers of this Corporation need bear any seal, unless required by law.

1.3 Offices. The Corporation will maintain its principal office at Panama City Beach Public Library, 12500 Hutchison Boulevard, Panama City Beach, FL 32407, but may have offices and transact business at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.

SECTION 2: MEMBERS

2.1 No Members. There will be no members of the Corporation. All responsibility and function will be vested in the Board of Directors.

SECTION 3: PURPOSE

3.1 Purpose. The purposes for which this Corporation is organized are stated in the Articles of Incorporation. The essence of these purposes is that this Corporation is to be operated exclusively for charitable, religious, educational and scientific purposes. The Directors of the Corporation will endeavor to raise funds and manage those funds for these stated purposes.

Section 4: BOARD OF DIRECTORS

4.1 Powers. The Board of Directors will manage the affairs of the Corporation and will have all powers granted by law, subject only to the limitations of the Articles of Incorporation of the Corporation, these Bylaws and the laws of the State of Florida.

4.2 Number and Qualification. The authorized number of Directors of the Corporation will be set by the Board of Directors and will not be less than five (5) nor more than twenty-five (25). The authorized number of Directors may be changed (but in no event to a number less than five (5) by an amendment of these Bylaws duly adopted by an action of the Board of Directors of the Corporation. However, no amendment of these Bylaws will be effective to shorten the term of any Director then serving. Directors must be residents of the geographic area served by the Corporation.
4.3 Election and Term of Office. Directors will be elected at each annual meeting of the Board of Directors by the Board of Directors. Directors elected under these Bylaws will serve for a term of three (3) years. Each Director will hold office until a successor is elected and qualified, or until the Director’s death, resignation or removal. Directors may be reelected to serve more than one term in office, but no Director will serve more than two (2) consecutive terms in office.

4.4 Resignation. A Director may resign at any time by giving written notice to the Secretary of the Corporation who will advise the Board of Directors of the resignation. The resignation will take effect at the time it specifies, or, if no time is specified, then upon receipt of the resignation by the Secretary of the Corporation. Unless specified in resignation letter, acceptance of the resignation will not be necessary to make it effective.

4.5 Removal. Any individual Director may be removed from office, with or without cause, by a two-thirds (2/3) vote of all Directors then in office. Removal of a Director may only take place at a regular meeting of the Board of Directors or at a special meeting called for that purpose. The proposed removal will be set forth in the notice of any such meeting, sent at least seven (7) days prior to the date of the meeting. Any Director who fails to attend four (4) meetings per twelve (12) month period of the Board of Directors without an excuse deemed to be valid by the Directors would be automatically considered to be eligible for removal.

4.6 Vacancies. A vacancy or vacancies in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, may be filled by action of the Board of Directors. Each Director so elected will hold office for the unexpired portion of the term he or she was elected to fill and until a successor is elected and qualified, or until death, resignation, or removal.

4.7 Regular Meetings. Regular meetings of the Board of Directors of the Corporation will be held at such time and place as the Board of Directors may designate. An annual meeting of the Board of Directors will be held at such time and place as the Board of Directors may designate.

4.8 Special Meetings. Special meetings of the Board of Directors for any purpose
or purposes will be held whenever called by the Board of Directors or by the president of the Corporation, or if the president is absent or is unable or refuses to act, by the vice president or by any two (2) Directors.

4.9 Place of Meetings. Meetings of the Board of Directors will be held at any place
within or outside the State of Florida that may be designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors will be held at the principal office of the Corporation.

4.10 Notices. Notice of any regular or special meeting of the Board of Directors (other than the annual meeting if held on the date specified in Section 4.7), in each case specifying the place, date and hour of the meeting, will be given to each Director by delivering notice, orally, electronically (by E-mail or facsimile), or in writing, at least seven (7) days prior to the date of the meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the Director at the address shown on the records of the Corporation.

4.11 Waiver of Notice. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, will be as valid as though had at a meeting duly held after regular call and notice of the meeting containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting, and (b) each Director present at the meeting was not lawfully called or convened. All such waivers will be filed with and made a part of the minutes of the meeting.

4.12 Telephone Attendance. A Director may participate in a meeting of Directors or of a committee of the Board of Directors by a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time and all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

4.13 Actions Without Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if all the Directors consent in writing of such action. Action by written consent will have the same force and effect as the unanimous vote of the Directors.

4.14 Quorum. A majority of the directors in office will constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present will be the act or decision of the Board of Directors, unless the law, Articles of Incorporation, or these Bylaws require a greater proportion.

4.15 Adjournment. Any meeting of the Board of Directors, whether regular or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors present. Notice of the time and place of an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

4.16 Compensation. Directors will not receive any compensation for their services. Upon resolution of the Board of Directors, Directors may receive reimbursement of reasonable expenses of attendance at any meetings of the Board.

4.17 Organization. The President of the Corporation, or in the President’s absence, a Chairman chosen by a majority of the Directors present, will act as Chairman at every meeting of the Board of Directors. The Secretary of the Corporation, or in the Secretary’s absence any person appointed by the Chairman of the meeting, will act as Secretary of the meeting.

4.18 General Powers as to Negotiable Paper. The Board of Directors will, from time to time, prescribe the manner of signature or endorsement of checks, drafts, notes, acceptance, bills of exchange, obligations, and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents who will from time to time be authorized to make, sign or endorse the same on behalf of the Corporation.

4.19 Powers as to Other Documents. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any conveyance or other instruments in the name of the Corporation and such authority may be general or confined to specific instances. When the execution of any contract, conveyance or other instrument has been authorized without specification of the officers authorized to execute, the same may be executed on behalf of the Corporation by the president or vice president, by the secretary, the treasurer or an assistant treasurer.

SECTION 5: OFFICERS

5.1 Officers and Qualifications. The officers of this Corporation will consist of a President, Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may appoint; and Past President and Executive Director, whom shall serve in an ex-officio capacity and shall not be voting Directors of the Corporation. The Branch Manager of Panama City Beach Public Library will serve in an ex-officio capacity and shall not be a voting Director of the Corporation.

5.2 Election and Term of Officer. With the exception of President, Past President, Executive Director and the Branch Manager of Panama City Beach Public Library, the term of all officers will commence upon their election or appointment and will continue until the next annual meeting of the Corporation and thereafter until their respective successors are chosen or until their resignation or removal. The President and Past President will serve for a term of two (2) years. If the term of office for the President or Past President would extend beyond his or her term as a director, then his or her term of office as a director will be extended to correspond with the term of office as president. The term of Executive Director shall continue until a vacancy occurs as a result of resignation or removal from office by the Board of Directors. An officer may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Directors will have the power to fill any vacancies in any offices occurring for whatever reason.

5.3 Duties of Officers.

a. The President will preside at all meetings and perform any other duties prescribed by the Board of Directors. The President will sign all contracts and other documents that have been approved by the Board of Directors and will draw checks upon the Treasury when directed by the Board of Directors.

b. In the absence of the President or upon the President’s inability to act, the Vice President will perform all of the functions of the President. In the event of a permanent vacancy in the office of President due to death, resignation or removal, the Vice President will become the President until the Board of Directors appoints a successor. The Vice President will perform any other duties prescribed by the Board of Directors.

c. The Secretary will keep a full and complete record of the proceedings of the Board of Directors; will keep the seal of the Corporation and affix the seal to such papers and instruments as may be required in the regular course of business; will make service of such notices as may be necessary or proper; will supervise and control the keeping of the books and accounts of the Corporation; and will discharge other duties as pertain to the office or as prescribed by the Board of Directors.

d. The Treasurer will have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and will deposit or cause to be deposited in the name of the Corporation all monies or valuable effects in the banks, trust companies or depositories from time to time selected by the Board of Directors. The Treasurer will give such fidelity bond as the Board of Directors will designate, premiums of which will be paid out of the funds of the Corporation. In general, the Treasurer will perform all the duties ordinarily incident to the office of a Treasurer of a Corporation and any other duties assigned by the Board of Directors. Upon expiration of his or her term of office, the Treasurer will turn over to the successor all funds and records of the Corporation in the Treasurer’s possession or custody or under his or her control pertaining to the affairs of the office of Treasurer. Two signatures are required on all checks. Authorized signatures may include any two officers. The Treasurer will prepare, or have prepared, regular financial statements, tax forms and reports, and annual tax forms and reports. The Treasurer may employ such personnel as may be needed, subject to Board approval, to assist in these duties.

e. The Past President shall serve in an advisory capacity to the Board Officers and shall perform such other duties as may be prescribed by the Board of Directors.

f. The Executive Director will be the Chief Administrative Officer of the Corporation and will be responsible for the execution and administration of policies adopted by the Board of Directors and for the general supervision, execution, and management of the business affairs of the Corporation. The Executive Director will have all consistent authority and responsibility and will be empowered to execute documents on behalf of the Corporation. The Executive Director will report directly to the Board of Directors. The Board of Directors will set terms of employments, including compensation.

SECTION 6: COMMITTEES

6.1 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors then in office, may designate one or more committees, each of which will consist of two or more Directors named in the resolution. These committees, to the extent provided in that resolution and not restricted by law, will have and exercise the authority and act on behalf of the Board of Directors in the management of the Corporation. However, the designation of committees and the delegation of authority to committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, him or her by law.

6.2 Term of Office. Each member of a committee will continue as such until his or her successor is appointed unless the committee is sooner terminated, or unless that member is removed from the committee by action of the Board of Directors or unless the member ceases to be a Director of the Corporation.

6.3 Chair. The President will appoint one member of each committee as chair of that committee.

6.4 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

6.5 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the members present at a meeting at which a quorum is present will be the act of the committee.

6.6 Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

SECTION 7: VARIANCE POWER

7.1 Variance Power. The Board of Directors can modify any restriction or condition on the distribution of funds for any specified charitable purpose or to specified organizations if, in the sole judgment of the Board, such restriction or condition becomes unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community.

SECTION 8: INDEMNIFICATION AND INSURANCE

8.1 Indemnification. The Corporation will have the power to indemnify any Director or officer or former Director or officer of the Corporation against reasonable expenses, costs, and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a Director or officer. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or officer shall not be indemnified if he or she is adjudged to be liable on the bases that he or she has breached or failed to perform the duties of that office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a Director or officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding provided that the Director or officer must reimburse the Corporation if it is subsequently determined that the Director or officer was not entitled to indemnification. For this purpose, “Director” means any person who is or was a Director of the Corporation and any person who, while a Director of the Corporation, is or was serving agent of any foreign or domestic corporation or nonprofit corporation, cooperative, partnership, joint venture, trust, other incorporated enterprise, or employee benefit plan or trust.

8.2 Insurance. The Corporation is authorized to acquire insurance to satisfy any obligations it may choose to incur pursuant to Section 8.1.

SECTION 9: BOOKS AND RECORDS

9.1 Books and Records. The Corporation will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

SECTION 10: FISCAL YEAR

10.1 Fiscal Year. The fiscal year of the Corporation will commence on January 1st of each year (except the first year) and end on December 31st of the same calendar year.

SECTION 11: PROHIBITION AGAINST SHARING CORPORATE EARNINGS

11.1 Prohibition. No Director, officer or employee of, or member of a committee, or person connected with this Corporation or any other private individual will receive at any time any of the net earnings, or pecuniary profit from the operations of the Corporation, except as provided in Section 4.16, and no such person will be entitled to share in distribution of any corporate assets upon dissolution of the Corporation.

Section 12: DISSOLUTION

12.1 Dissolution. In the event of dissolution, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors will be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, as the Board of Directors shall determine to be for the welfare of the Greater Bay County and Northwest Florida Library System, and consistent with the purposes of the Corporation. If this process does not result in the disposition of all the assets of the Corporation, then the court of applicable jurisdiction of the county in which the principal office of the Corporation is then located will determine which such organizations will receive the balance of the assets of the Corporation.

SECTION 13: EXEMPT ACTIVITIES

13.1 Prohibited Actions. No Director, officer, employee or representative of this Corporation will take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Code Section 501 (c)(3) and its Regulations as they now exist or may hereafter be amended. No such person will engage in any activity that may result in this Corporation being considered a “private foundation” under Code Section 509.

SECTION 14: AMENDMENTS

14.1 Amendments. The Board of Directors will have power to make, alter, amend and repeal the Bylaws of the Corporation.

The undersigned President and Secretary of the Corporation, known as PANAMA CITY BEACH LIBRARY FOUNDATION, INC. hereby certify that the Board of Directors of the Corporation duly adopted the above and foregoing Bylaws of the Corporation on the______________ and that they do now constitute the Bylaws of the Corporation.

_____________________________________
Patsy Duran, President

Date:________________________________