WILLIAMSBURG REGIONAL LIBRARY FOUNDATION
Williamsburg Regional Library Foundation (WRLF)
The Foundation's mission is to enrich the programs and services of the Williamsburg Regional Library by seeking financial contributions from corporate, foundation, and private sources.
Membership in this organization is limited to those individuals who serve on the Board of Directors.
The fiscal year of the WRLF Board of Directors shall run from January 1 through December 31.
Board of Directors
1. The number of Directors constituting the Board of Directors shall be a minimum of twelve (12) elected up to a maximum number of eighteen (18) elected Board members. There will be three (3) ex officio Board members, the Library Director of WRL, the Chair of the Board of Trustees of WRL, and President of the Friends of WRL.
2. A member of the Board having agreed to serve the Foundation and duly elected to the Board of Directors must:
- Be committed to the mission of the Foundation.
- Attend and participate in discussions at meetings of the Board of Directors.
- Ensure compliance with the Foundation's Articles of Incorporation, By-Laws and other policies adopted by the Board.
- Consult with and advise library staff on issues pertaining to the Foundation.
- Represent the WRL Foundation at functions related to the library when so requested.
- Assist in the development and assessment of fundraising strategies, the assessment of those strategies and the celebration of their success.
- Assist in identifying and soliciting prospects for gifts to the Foundation.
- Other roles as may be developed.
3. Members of the Board of Directors or its committees shall not be personally liable for any act or failure to act by its investment advisers, custodians or agents, or for any action taken or omitted by the Board of Directors in reliance upon the advice of such persons.
4. It shall be the responsibility of the Board of Directors to make recommendations for removal of a Director should he/she fail to attend three (3) meetings in a twelve (12) month period.
Term and Election of the Elected Board of Directors
Members of the Board of Directors are elected to three-year terms and may serve up to two successive terms on the Board. The term of office begins on July1, following the election to the board.
Vacancies created by the death or resignation of a Director, or for any cause other than expiration of the term of a Director, may be filled by a vote of a majority of the remaining directors.
Rights and Powers of Board of Directors
The conduct and management of the affairs of the corporation shall be and at all times shall remain in the Board of Directors. Each elected Director shall be entitled to one vote on any and every matter; provided, however, that no Director shall be entitled to vote upon any matter in which he/she may have a direct or indirect personal interest, or a conflict of interest as defined by the WRLF Conflict of Interest Policy. The Board of Directors shall have full power and authority to make, and from time to time alter, the number (ARTICLE V-1) and terms of Directors (ARTICLE VI), and the number and designation of Directors ex officio; provided, however, that the number of Directors shall not be less than twelve, and no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The Directors shall serve as such without compensation, but may be reimbursed for their reasonable expenses incurred in the performance of their official duties.
Election of Officers
At each Annual Meeting of the Board of Directors shall elect a President, a President-Elect, and a Treasurer, from among the Directors, all of whom shall serve until the end of their term of office or until their successors have been elected, and none of whom shall receive any compensation. Officers are elected for two-year terms.
1. The President shall preside at all meetings of the Directors at which he/she is present, and shall have executive responsibility for the performance of the functions of the Foundation in conformity with action of the Board of Directors.
2. The President-Elect shall act as President in the absence of the President, and shall assume the office of President at the expiration of the term of office for the President.
3. In the absence of an elected/appointed Board Secretary, the WRL shall have custody of the Foundation's business and financial records.
4. The Treasurer, subject to the order of the Board of Directors, shall work with designated Library staff to maintain the care and custody of the assets and financial documents of the Foundation, and shall have and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to his/her office. The Treasurer shall ensure all appropriate fiduciary responsibilities are fulfilled.
Designated Library staff shall serve as the Foundation book keeper and shall keep accurate books of the account of the Foundation's transactions which shall be subject at all times to the inspection and control of the Treasurer and the Board of Directors. The Treasurer and President shall, on a monthly basis, review and approve Foundation financial expenses.
The Treasurer shall present a Treasurer's Report to the Foundation board at each Foundation board meeting. Day to day financial transactions of the Foundation shall be accomplished through designated Library staff.
5. Other Officers. The Board of Directors may appoint one or more other officers as they may deem appropriate, all of whom shall perform such duties as may be prescribed by the Board of Directors or the President of the Foundation.
Annual, Bi-Monthly and Special Meetings
The Board of Directors of the Foundation shall meet a minimum of six (6) times a year. One meeting shall be held for the purposes of conducting necessary annual business of the Corporation, and shall be referred to as the "Annual Meeting." Special meetings of the Board may be held at the call of the President, or any two members of the Board of Directors. Notice of meetings shall be given to each member of the Board of Directors by letter, email or telephone at least ten (10) and not more than sixty (60) days in advance of the meeting.
Quorum and Voting
1. A majority of the Board of Directors, shall constitute a quorum and action taken upon an affirmative vote of a majority of the Directors present and voting shall constitute action of the Board save where, under the terms of any gift or donation, or trust instrument under which the Foundation may have received trust funds, a larger affirmative vote is required.
2. The By-Laws may be amended and/or the Dissolution of the Foundation approved only by a two-thirds vote of the Board of Directors attending an Annual or special meeting at which there is a quorum.
General - The Board of Directors may appoint an Executive Committee to consist of the President, who shall serve as its Chair, President-Elect, Treasurer and a minimum of two individuals selected from the Board. The Executive Committee shall have and may exercise authority of the Board between its meetings. The Board may also appoint a Finance Committee to consist of the Treasurer and a minimum of two (2) or more other members of the Board, Nominating Committee and Development Committee or such other committees as it may be appropriate and shall define their powers. Each such committee shall have at least three (3) members, all of whom must be members of the Board, one of whom shall be designated as Chair. A non-Board member may be appointed as an advisor to a committee if he/she can provide expertise necessary for the committee to fulfill its charge. Action may be taken by any committee without a meeting by resolution or memorandum signed by all of its members.
The duties of the Finance Committee include:
- Recommend banking institutions to the Board of Directors at which Williamsburg Regional Library Foundation (WRLF) assets are maintained.
- Bring recommendations for investment opportunities to full WRLF board.
- When necessary, act on investment decisions between regularly scheduled WRLF board meetings.
- Ensure all investment policy decisions comply with the WRLF Investment Policy Statement.
- Review annual audit and form 990 and present for approval to the WRLF Board of Directors.
- The Board of Directors may from time to time appoint one or more investment advisers, custodians and other agents to handle the funds of the Foundation on such agency or discretionary terms as may then be approved by the Board of Directors. Members of the Board of Directors or its committees shall not be personally liable for any act or failure to act by its investment advisers, custodians or agents, or for any action taken or omitted by the Board of Directors in reliance upon the advice of such persons.
2. Nominating Committee
The duties of the Nominating Committee include:
- Review the terms of the Officers and Directors of the Board prior to issuing nomination forms to the Board at large.
- Review the nominations submitted and prepare a slate of Officers and a slate of Directors for approval by the Board. This should be completed at least one meeting prior to the annual meeting.
- Present the slates to the Board at the meeting prior to the annual meeting. Election of Officers and Directors should be completed at the Annual Meeting.
- Nominations will be accepted from the floor. Nominees must indicate their willingness to serve.
- Nomination may also be made from the floor.
- Nominees must indicate their willingness to serve.
3. Development Committee
The duties of the Development Committee include:
- Review and advise WRLF Board regarding all gift related issues outlined in the WRLF Gift Policy and WRLF Gift Procedures.
- Review and advise WRLF Board regarding gifts not included in the WRLF Gift Policy and WRLF Gift Procedures, which merit consideration.
- Serve as a guiding committee for WRLF Board with regard to fundraising activities by the Library Foundation in support of the Williamsburg Regional Library.
- The Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action or suit by or in the right of the Foundation to procure a judgment in its favor) by reason of the fact that he/she is or was a Director or officer of the Foundation, or is/was serving at the request of the Foundation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines amounts paid in settlement, and expenses (including attorney's fees) actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in the manner he/she reasonably believed to be in favor or not opposed to the best interests of the Foundation. The termination of any action, suit or proceeding by judgment, order or settlement shall not itself create a presumption that the person did not act in good faith and in the manner he/she reasonably believed to be in or not opposed to the best interests of the Foundation.
- Notwithstanding the provision of subsection 1 of this ARTICLE XIII, no indemnification shall be made in violation of any provision of the Internal Revenue Code or in an action or suit by or in the right of the Foundation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Foundation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification.
- To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2 of this ARTICLE XIII, or in defense of any claim or matter therein, he/she shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him/her in connection therewith.
- Any indemnification under subsection 1 and 2 of this ARTICLE XIII (unless ordered by court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of any such person is proper in the circumstances because he/she has met all applicable standard of conduct set forth in such subsections 1 and 2. Such determination shall be made either (I) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (II) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel.
- Expenses incurred in defending an action, suit or proceeding, whether civil, administrative or investigative, may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection 4 of this ARTICLE XIII, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Foundation as authorized in this ARTICLE XIII.
- For the purposes of this ARTICLE XIII, every reference to Director or officer shall include former Directors or officers, and their respective heirs, executors and administrators. The right of indemnification hereby provided shall not be exclusive of any other rights to which any Director or officer may be entitled, including any rights under policies of insurance that may be purchased and maintained by the Foundation or others, with respect to claims, issues or matters in relation to which the Foundation would not have the power to indemnify such Directors or officer under the provisions of this ARTICLE XIII.
If, for any reason, the Foundation Board of Directors is dissolved custodianship of all assets shall revert to the Williamsburg Regional Library.