FOSL Bylaws

Purpose: Current bylaws for FOSL, including a history of changes.

ARTICLE I: NAME

The name of the organization shall be Friends of the Sumas Library, hereafter referred to as “FOSL”.

ARTICLE II: PURPOSES AND ACTIVITIES

The purpose of Friends of the Sumas Library (FOSL) is to operate exclusively for charitable, educational, and civic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, but not limited to:

Advocacy and Support: To foster a community of individuals interested in supporting and enhancing the role of the Sumas Library in local education, culture, and public life.
Fundraising: To raise funds to support the maintenance, upkeep, and improvement of the Sumas Library building, and to provide equipment, materials, and other resources beyond those funded by the Whatcom County Library System (WCLS) and the Sumas community.
Community Engagement: To sponsor and promote culturally enriching public programs and events such as lectures, exhibits, films, story times, and other educational activities that are open to the community.

In the event of the dissolution of this organization, any remaining assets shall be distributed to the Whatcom County Library Foundation for the benefit of the Sumas Library, in accordance with the requirements of Section 501(c)(3) of the Internal Revenue Code.

ARTICLE III: MEMBERSHIP

Eligibility: Any individual who is 16 years of age or older and who subscribes to the purposes and activities outlined in Article II is eligible for membership in FOSL.
Membership Status: Membership shall be granted to any eligible individual who expresses an interest in participating in the activities of FOSL. Members are not required to pay dues; however, voluntary donations, whether monetary or in the form of time and expertise, are encouraged to support the organization’s programs and initiatives.
Rights and Responsibilities of Members: Members of FOSL shall have the right to participate in all general meetings and organizational activities. Members are expected to contribute positively to the mission of FOSL and may choose to participate in volunteer opportunities, fundraising efforts, or share their professional expertise, skills, or knowledge in support of the organization.
Distinction from Board of Directors: Membership in FOSL does not automatically confer a role on the Board of Directors. Only individuals elected or appointed as specified in Article IV shall serve on the Board of Directors.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Composition Of The Board Of Directors

The Officers of FOSL shall be:

President
Vice President
Secretary
Treasurer

These Officers, along with one (1) employee of the library staff selected by the Whatcom County Library System (WCLS), shall constitute the Board of Directors, hereafter referred to as the Board.

The Board may also include additional members, such as committee chairs, who may be appointed by the Board through a simple majority at any regular or special meeting of the Board where a quorum is present. Appointed members will serve as Directors until the next regular election of Officers.

The Board of Directors shall consist of no fewer than five (5) and no more than ten (10) Directors. The Board of Directors is empowered to make all governance and administrative decisions for FOSL throughout the year.

Section 2: Election And Term Of Office

Officers of FOSL shall be elected for a term of three (3) years by a majority vote of the general membership at the annual meeting held in October. Each FOSL member in attendance shall have one (1) vote.

Section 3: Staggered Terms Of Officers

Officers shall be elected on a staggered schedule, as follows:

Year 1: The President and Secretary will be elected.
Year 2: The Vice President will be elected.
Year 3: The Treasurer will be elected.

After the third year, the rotation will start again with the President and Secretary in Year 4, and so on. Newly elected Officers shall work alongside the incumbent Officer(s) until January, at which point they will assume office.

Section 4: Vacancies

Any vacancy occurring during a term of office shall be filled by appointment of the Board within sixty (60) days. The appointed individual shall be subject to election by the FOSL membership at the next annual meeting in October. If elected, the individual shall serve for the remainder of the original term.

Section 5: Attendance And Dismissal Policy

Board members are required to notify the President if they are unable to attend a regularly scheduled Board meeting. If a Board member misses three (3) consecutive meetings without prior notification, the President will inquire as to whether the member wishes to continue serving.

If a Board member misses a fourth consecutive meeting without notification, the member may be dismissed by a majority vote of the Board of Directors.

Section 6: Compensation

Members of the Board of Directors shall serve without compensation, except that they may be reimbursed for documented expenses incurred on behalf of FOSL with prior approval from the Board.

ARTICLE V: DUTIES OF OFFICERS

Section 1: General Duties

The Officers shall perform the duties as prescribed by the Board of Directors and outlined in these bylaws.

Section 2: Duties Of The President

The President shall:

Preside at all Board of Directors meetings and membership meetings, including the annual meeting.
Prepare agendas for Board and membership meetings.
Work with the Board of Directors to prepare the annual budget and schedule the calendar of events.
Oversee the seating of new Officers during the October meeting.
Represent FOSL in official matters and act as the primary spokesperson for the organization.

Section 3: Duties Of The Vice President

The Vice President shall:

Preside at meetings in the absence of the President.
Assist the President in the performance of their duties.
Assume the role of President if the position becomes vacant.

Section 4: Duties Of The Secretary

The Secretary shall:

Take and maintain accurate minutes of all Board of Directors meetings and membership meetings.
Ensure that a copy of the minutes is kept in the Secretary’s records.
Distribute minutes electronically to Board members and general members in a timely manner following each meeting.
Maintain a current roster of the Board of Directors and FOSL members, as applicable.

Section 5: Duties Of The Treasurer

The Treasurer shall:

Keep accurate and up-to-date financial records for FOSL.
Prepare monthly and annual financial reports.
Work with the Board of Directors to prepare a yearly budget.
Ensure payment of expenses as directed by the Board of Directors.
Receive, deposit, and track receipts from donations, fundraising efforts, fees, and grants.
Maintain detailed records of expenditures for any grants requiring separate accounting.

ARTICLE VI: MEETINGS AND QUORUM

Section 1: Regular And Special Meetings Of The Board Of Directors

Regular meetings of the Board of Directors shall be held monthly. These meetings will take place at the library or another appropriate location, at a time designated by the Board of Directors.

Special meetings may be called by the President or by any three (3) members of the Board of Directors.

Board members shall be notified of the date, time, and location of meetings at least one (1) week prior to any regular or special meeting.

Section 2: Quorum

A quorum to conduct business at any Board of Directors meeting shall be a majority of the current members of the Board of Directors, but in no case shall it be fewer than three (3).

If a quorum is not present at any meeting, the Board members present shall have the authority to adjourn the meeting until a quorum is achieved.

Section 3: Meetings Open To General Membership

Regular and special meetings shall be open to the general membership of FOSL.

Members shall be notified of the date, time, and location of meetings at least one (1) week prior to any regular or special meeting.

Section 4: Annual Meetings

FOSL shall hold the following annual meetings:

January to present and discuss the upcoming year’s budget and calendar of events.
October to elect new Officers and Directors according to Article IV Section 2*.
December to review the prior year’s budget and event retrospective.

ARTICLE VII: AMENDMENTS

These bylaws may be amended at any regular meeting of FOSL by a majority vote of the Board members present, provided that a quorum has been established according to Article VI Section 2.

Proposed amendments must be submitted in writing to the FOSL Secretary at least one (1) week prior to the meeting at which the vote will occur. Once an amendment is voted on, the result will be documented in the meeting minutes.

An up-to-date copy of the current bylaws and all active amendments shall be made available to the public through appropriate means, including posting on the organization’s website or through other public notice methods.

ARTICLE VIII: CONFLICT OF INTEREST

The Board of Directors shall adopt and maintain a Conflict of Interest Policy to ensure that decisions are made in the best interests of FOSL and not influenced by personal or financial interests of individual Directors.

History

Ratified by FOSL Board of Directors and approved by general membership during the Oct 6, 2025 meeting