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Friends of the Library - Waikoloa Region

Bylaws - Approved March 2, 2024








The name of this Association (the “Association”) shall be Friends of the Library-Waikoloa Region (also known as FL-WR).




The purpose of Friends of the Library-Waikoloa Region, as a non-profit community service association, is to engender a love of reading by making available an on-going supply of books to the community using our Bookmobile, community literacy programs and to support the on-going needs of our library, once it is built.  This Association is organized exclusively for educational purposes, within the meaning of section 501 (c) (3) of the Internal Revenue Code.




Any person who is interested in promoting, fostering, and furthering the purposes of the Association shall be eligible for membership upon payment of the established dues. The dues of this Association shall be set by the Officers and may, from time to time, be changed as they deem necessary.




Section 1. The officers of Friends of Library – Waikoloa Region shall include a President, a Vice-President, a Secretary, a Treasurer and six (6) Directors, and shall be referred to in this document as “the Board”.




Section 1. President: It shall be the duty of the President to preside over executive and annual meetings, create agendas for meetings of the Board, to represent the Association on public occasions, to appoint members as necessary to head committees for the effective accomplishment of the goals of the Association. The President confirms that the Board has approved policies to help ensure sound and compliant governance and management of the Association, helps to ensure the Board’s directives and resolutions are carried out, and exercises and performs such other powers and duties as may be from time to time prescribed by the Board. The President oversees ongoing recruitment, development, and contributions of Board members.  The President shall make an annual report to the membership by the last day of March each year.


Section 2. Vice President:  It shall be the duty of the Vice President to assist the President as needed, to participate in training under the President, to preside at meetings in the absence of the President, and to succeed the President in the event of resignation or incapacity. Vice President shall oversee all committees, committee chairs and volunteers and report regularly to the Board.


Section 3. Secretary: It shall be the duty of the Secretary to record the proceedings of the regular, executive and annual meetings, to maintain adequate records of the Association’s activities, and to prepare correspondence as required. The Secretary shall be responsible for keeping an accurate calendar of events, reserving the in-person meeting room and/or web access in advance, and for advising committees and/or members of meetings and changes in dates.


Section 4. Treasurer:  It shall be the duty of the Treasurer to receive and deposit all dues and monetary gifts to the Association, give receipts as required, pay all bills, keep an accounting of the receipts and disbursements and present regular written reports to the Board as required. The Treasurer is responsible for submitting year-end financial reports for the Annual Meeting as well as submitting them to the Friends of the Library of Hawaii.  An annual review of the financial records will be done by a committee appointed by the President.


The Treasurer is also responsible for filing required local, state, and federal reports required by governmental agencies.


Section 5. Director: It shall be the duty of a Director, in conjunction with the other officers, to formulate annual goals and objectives, establish policies and approve the annual budget of revenues and expenditures.





Section 1. A Nominations & Elections Committee shall be appointed by the President in January.  The President will nominate a chairperson who staffs the committee with at least one Officer and one or more Association members.


Section 2. The Nominations & Elections Committee chairperson will present the slate of candidates at the annual membership meeting, during which nominations will also be accepted from the floor. The membership will elect the Officers. Their term of office shall begin at the close of the annual meeting at which they are elected.


Section 3. Beginning in 2024 the terms of office for Officers will be

staggered as follows: 

  • The President and Secretary shall be elected to two-year terms at the 2024 annual meeting, and thereafter shall be elected in even number-years.

  • The Vice-President and Treasurer shall be elected to one-year terms at the 2024 annual meeting, and thereafter shall be elected to two year terms in odd-numbered years.

  • Three directors (positions one, two, and three, chosen by lottery from slate) shall be elected to one-year terms at the 2024 annual meeting, and thereafter shall be elected to two year terms in odd number years.

  • Three directors (positions four, five, and six, chosen by lottery from the slate) shall be elected to two-year terms at the 2024 annual meeting, and henceforth shall be elected to two year terms in even number years.


Re-­election is permitted. In the event of a resignation by the President, the Vice President will serve out the remaining term. In the event of not having a Vice President, the Secretary, then the Treasurer shall take over the term of President. In the event of resignation by a Board member, the remaining Board members by a majority vote shall appoint a new Director for the duration of that term.


Section 4. The Board may schedule a specially called meeting to end an Officer’s tenure, based upon any fraud, conflict of interest, personal conduct, lack of fitness to serve or failure to perform. The duly constituted Board meeting would require a quorum present.


Section 5. Any Officer may resign by giving written notice to the President, the Secretary, or the Board. Such a written resignation will be effective on the date it is delivered, or the time specified in the written notice that the resignation is to become effective on the date it is delivered, or the time specified in the written notice that the resignation is to become effective.


Section 6. If there is an Officer vacancy on the Board, including a vacancy created by the removal of an Officer, the Board may fill such vacancy by electing an additional Officer as soon as practicable after the vacancy occurs. If the number of Officers then in office is less than a quorum, additional Officers may be elected to fill such vacancies by a simple majority vote.


Section 7. The Board may by resolution declare vacant the office of a director who fails to attend four (4) unexcused consecutive Board meetings during any calendar year.


Section 8. It is the policy of Friends of the Library – Waikoloa Region not to discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.




Section 1. Special, temporary, or ad hoc committees may be appointed by simple majority vote of the Board.


Section 2.  The President, with the approval of the Board, may appoint a chair and an appropriate number of committee members to the following standing committees. 


Media Relations: The Media Relations Committee shall inform the community about the activities and events of FL-WR, using the appropriate forms of media, which include the Chapters Newsletter, social media updates, print and electronic communications and email blasts.


Membership:  The Membership Committee will actively recruit new members, maintain membership records, process applications and update database and email lists.


Fundraising:  The Fundraising Committee will develop suggestions to the Board for soliciting contributions, and for conducting fundraising events to support the Association.


Grant Management: The Grant Management Committee shall organize and apply for grants for FL-WR. Responsibilities include: researching to identify suitable grants; developing proposals; gathering, completing, and submitting applications; tracking designated funds; and reporting on a regular basis as appropriate to the Board to ensure that donated monies were spent appropriately.


Programs: The Program Committee shall organize cultural and/or educational programs, subject to Board approval.




Section 1.  The Treasurer shall maintain the financial records and bank accounts of the Association, with the President always having access to financial records.


Section 2. The Treasurer shall, with the Board’s input, keep a current asset list identifying equipment, property, and other assets, including each asset’s location.


Section 3. The President and the Treasurer shall both be the signatories on the Association’s bank account.  An Officer or Committee person may be added to an account as signatory as needed.


Section 4. The Board may accept on behalf of the Association any contribution, gift, bequest, or physical resources, i.e., computers, furniture, and supplies for the charitable or public purposes of the Association.


Section 5. The Association may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors, or other persons as such. 




The fiscal year of the Association shall begin on the first day of January and end on the last day of December each year.




Section 1. Board meetings shall take place once a month.


Section2. Annual Meetings will be conducted within ninety (90) days of the end of the fiscal year. 


Section 3. Special Meetings may be called by at least two (2) Board members, using the telephone, voice mail messaging or email, within 48 hours prior to the meeting.


Section 4. Voting by a simple majority of the Board members present shall constitute a quorum for the transaction of Association business.


Section 5.  Guests are welcome to attend Board meetings but may not participate in discussions unless specifically called upon by the President.




Section 1. 1) Proposed changes to the By-Laws may be initiated by any member or officer at any regular or special meeting. 2) The proposed changes may be approved by a majority vote of the officers present. 3) Association members shall then ratify approved changes by a majority vote of members present, or present by written proxy, at the next regular or special meetings of the members of the Association.


Section 2. Upon dissolution of the Friends of the Library-Waikoloa Region, all assets shall be distributed to the Friends of the Library of Hawai’i to be held for the Waikoloa Regional Library as long as Friends of the Library of Hawai’i remains an exempt organization according to the Internal Revenue Code.


Liability of Directors

The Association shall have Liability Insurance for its Officers and Directors.


The Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its 501(c)(3)tax-exempt status.



Parliamentary Authority

The rules contained in the most recent edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.



Certificate of Secretary


We certify that we are the duly elected and acting President and Secretary of Friends of the Library – Waikoloa Region, a Hawai’i non-profit public benefit Association; that these Bylaws, consisting of [7] pages, are the Revised Bylaws of this Association as adopted and approved by the Board of Directors on ______________, and that these Bylaws have not been amended or modified since that date.


Executed on _________________ at Waikoloa, Hawai’i





Michael Gaston, President






Cindi Sweeney, Secretary

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