ARTICLE 1. TITLE AND PURPOSE Section 1.1. The name of this Corporation shall be “Friends of the Nutley Public Library, a New Jersey Nonprofit Corporation.”

Section 1.2. The purposes of the Corporation are as set forth in the Certificate of Incorporation, namely:“…to support the activities and purposes of the Nutley Free Public Library in enhancing the artistic, cultural, humanitarian, intellectual and literary aspects of community life; to conduct the Corporation’s own supplementary artistic, cultural, humanitarian, intellectual, literary and social activities and programs; and to engage in or conduct such other activities and programs as may contribute to the benefit of the community and its citizens.”

ARTICLE 2. MEMBERSHIP

Section 2.1. Any person or association interested in the purposes of this Corporation shall be eligible for membership upon the payment of dues.

Section 2.2. Membership in this Corporation shall be of the following classes:
Class Yearly Dues
a. Individual $10.00
b. Family (Parents and Children) $25.00
c. Senior (65 Years of Age or Older) $ 5.00
d. Associations and Businesses $30.00

Section 2.3. Membership shall be on a calendar year basis and dues shall be payable as of the beginning of each year. For new members only who become members after July 1 in any year, dues shall be one-half (1/2) the dues specified in Section 2.2 to cover the balance of such year.

ARTICLE 3. OFFICERS AND TRUSTEES

Section 3.1. The officers of this Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be drawn from the members of this Corporation. In addition, the Board of Trustees may appoint an Assistant Secretary and Assistant Treasurer from the membership.

Section 3.2. The management of the Corporation shall be vested in a Board of eleven (11) trustees consisting of the following: a. Four (4) officer trustees elected by the membership consisting of the President, Vice President, Secretary and Treasurer, who shall occupy the same offices on the Board of Trustees as they do for the Corporation generally. b. Four (4) at-large trustees elected by the membership. c Three (3) ex-officio trustees consisting of the Mayor of the Township of Nutley, one member of the Board of Trustees (other than the Mayor of the Township of Nutley) of the Nutley Free Public Library selected by said Board of Trustees of the Nutley Free Public Library, and the Director (or Acting Director, if applicable) of the Nutley Free Public Library. The Mayor of the Township of Nutley may in said Mayor’s sole discretion appoint a delegate to act as a member of the Board of Trustees in the place and stead of said Mayor. All past presidents of the Corporation, as well as any other persons selected by the Board of Trustees based on outstanding contributions to the Corporation, shall be honorary trustees (non-voting) and shall be invited to all regular and special meetings of the Board of Trustees with the privilege of offering their advice and counsel on issues before said Board of Trustees. Section 3.3. Officer-trustees and at-large trustees shall be elected at the Biennial Meeting of the Membership to serve until the next Biennial Meeting or until their successors have been duly elected and qualified. Section 3.4. Elections shall be by secret ballot; provided, however, that the members by majority vote at the Biennial Meeting, may as to any such meeting, waive the provisions of this section and vote viva voce. A slate of candidates for any and all offices to be filled shall be recommended by the Nominating Committee, but opposing candidates may be nominated from the floor at the time of the election by any member qualified to vote. A majority vote of the members present shall be required to elect.

ARTICLE 4. DUTIES AND POWERS OF OFFICERS AND TRUSTEES

Section 4.1. The President shall preside at all meetings of the Corporation and of the Board of Trustees. The President shall appoint, subject to the right of the Board of Trustees to do so under the provisions of Article 4.9, all standing and special committees, subject to the approval of the Board of Trustees; and said President shall be an ex-officio member of such committees, unless specifically excluded from ex-officio membership of any such committee by the Board of Trustees, and shall in no case be a member of the Nominating Committee. The President shall call meetings of the Board of Trustees at such times as said President may deem advisable, and shall call special meetings of the Board of Trustees and/or of the Corporation on the written request of not less than three (3) Trustees. It shall be the duty of the President to carry out the will of the Board of Trustees and of the Corporation as expressed at their respective meetings, and in general to conduct the affairs of the Corporation in a manner consistent with the authority and responsibility pertaining to the office of President.

Section 4.2. In the absence of the President, or in the event of his inability to act, the Vice President shall discharge the duties of the President.

Section 4.3. The secretary shall give notice of all meetings of the Board of Trustees and/or of the Corporation and shall attend all such meetings and keep a true and accurate record of all proceedings had thereat. The Secretary shall keep a complete list of the names and addresses of all members of the Corporation. The Secretary shall carry on the correspondence of the Corporation as instructed by the Board of Trustees and/or by the President of the Corporation. The Assistant secretary, if any is appointed, shall assist the Secretary and shall discharge the duties of the Secretary in the event of the Secretary’s absence or inability to act.

Section 4.4. The Treasurer shall deposit all funds of this Corporation to the account of the Friends of the Nutley Public Library, a New Jersey Nonprofit Corporation, in such depository and under such conditions as the Board of Trustees may, from time to time, direct. The Treasurer shall collect all moneys due to this Corporation and shall keep an account of all moneys received by and expended by or on behalf of this Corporation and shall make disbursements only upon order of the Board of Trustees; provided, however, that as to such funds as may from time to time be allocated by the Board of Trustees for the purchase of books or other materials for the Nutley Free Public Library, such funds shall be disbursed by the Treasurer upon the written order of the Director (or Acting Director, if applicable) of the Nutley Free Public Library. On leaving office, either by limitation of the term of office or otherwise, the Treasurer shall deliver to the successor Treasurer all moneys, books, papers and other property belonging to the Corporation which may then be in the possession or under the custody or control of said Treasurer, and in the absence of or for want of such successor, shall deliver the same to the Secretary of the Board of Trustees. In case of the absence or the inability of the Treasurer to act, the Board of Trustees may authorize the President or any other one of the officers of the Corporation to issue checks or perform such other duties of the Treasurer as may in that event become necessary. All books, papers and other property in the custody of the Treasurer shall be kept by said Treasurer in a safe place, to be approved by the Board of Trustees. The Treasurer may at any time be required to give a bond in such sum as the Board of Trustees may deem advisable; the cost of such bond to be paid out of the funds of the Corporation. The Treasurer’s accounts shall be audited as often as deemed necessary by the Board of Trustees in such manner as may, from time to time, be determined by the Board. The Assistant Treasurer, if any is appointed, shall assist the Treasurer.

Section 4.5. It shall be the duty of the Board of Trustees to care for the property and interests of the Corporation and to determine policies for the conduct of its affairs. The Board of Trustees shall have the power to raise and expend funds to promote the welfare of the Corporation and to employ any and all lawful means it may deem proper and expedient to secure the purposes for which the Corporation is organized. The foregoing is subject always to the provisions of Article 6.2.

Section 4.6. The Board of Trustees shall meet within the State of New Jersey and may meet as often and at such times and places as the Board may deem advisable; provided, however, the Board of Trustees shall meet at least once each calendar quarter. Notices of meetings of the Board of Trustees shall be given not less than ten (10) (unless the President or at least three (3) trustees declare an emergency) and not more than thirty (30) days prior to the meeting and shall specify the time, place and purpose of the meeting.

Section 4.7. The Board of Trustees, by majority vote of the trustees present at any stated meeting, may at their option remove any officer trustee(s) or at-large trustee(s) who has failed to attend three (3) or more consecutive meetings of the Board without just cause, whereupon the trustee(s) so removed shall immediately cease to be a trustee(s). Section

4.8. The Board of Trustees is authorized and empowered to fill any vacancy which may occur on the Board until the next election of the Corporation, and is hereby authorized and empowered to fill any vacancy in office for the balance of the unexpired term of said office.

Section 4.9. The Board of Trustees may appoint committees, authorize actions and initiate other agencies which they, in their wise discretion, may deem reasonably necessary or appropriate to carry out the purposes of this Corporation.

ARTICLE 5. MEETINGS OF THE CORPORATION

Section 5.1. The Biennial Meeting of the Corporation shall be held not later
than May 31 of the applicable year at the Nutley Free Public Library, Township of Nutley, New Jersey, or at such other place within the State of New Jersey as the Board of Trustees shall determine.

Section 5.2. Special meetings of the Corporation may be called by the President or by a majority of the Board of Trustees whenever they shall deem a special meeting necessary or advisable. Special meetings shall also be called by the Secretary on the written request of not less than ten (10) active members of the Corporation. In all cases of special meetings, the Secretary shall notify the entire membership of the Corporation, in accordance with the provisions of Article 7.5.

Section 5.3. Officer trustees and at-large trustees of the Corporation shall be elected to fill any unfilled vacancies and to take the places of those whose terms are about to expire, at the Biennial Meeting of the Corporation.

Section 5.4. At the will of the President or of the majority of the Board of Trustees, a special vote of the Corporation or of the Board of Trustees may, at any time, be taken by mail on any matter except amendments to the Bylaws or the Certificate of Incorporation, without the formality of calling or assembling a special meeting; provided, however, that no proposition submitted to the Corporation in this manner shall carry without a majority vote of the active members. Prerequisite to taking a vote under this Section, the Secretary shall mail a written ballot to each member and/or to each trustee, on each of which ballots shall be clearly stated the proposition or propositions to be voted upon and a distinct statement as to the date on or before which such ballot must be returned in order to be counted. Any decision made, as above provided, either by the Board of Trustees or by the Corporation, shall have the same force and effect as if enacted at a regularly convened meeting.

ARTICLE 6. DUES AND DELINQUENCIES

Section 6.1. Dues for membership in this Corporation shall be in the amounts hereinabove set forth in Article 2.

Section 6.2. No member of this Corporation shall be liable except for unpaid dues, and no personal liability shall in any event attach to any member of this Corporation in connection with any of its undertakings, but all its liabilities shall be limited to its common funds and assets. Neither the Board of Trustees nor the officers shall have any authority to borrow money or to incur any indebtedness or liability in the name of or on behalf of this Corporation. No member of the Board of Trustees and no officer of this Corporation shall act as, or be deemed to be, an agent of the members of this Corporation, or any of them, or have authority to incur any obligation whatsoever. No contract shall in any event be entered into and no obligation shall be incurred beyond the amount on hand or in bank, after deducting therefrom, or providing for, the total of all unpaid accounts and unpaid obligations and liabilities.

ARTICLE 7. QUORUMS AND VOTING RIGHTS OF MEMBERS AND NOTICES

Section 7.1. Seven (7) trustees, present in person, shall constitute a quorum at all meetings of the Board of Trustees.

Section 7.2. Twenty (20) voting members shall constitute a quorum at all meetings of the members of the Corporation, Biennial or special.

Section 7.3. Unless specifically provided herein to the contrary, matters before either a quorum of the Board of Trustees or the membership of the Corporation shall require the affirmative vote of a majority of the trustees or voting members present, as applicable, for adoption.

Section 7.4. Individual members and senior members shall each be entitled to one (1) vote. Each Family member 18 years of age or more shall be entitled to one (1) vote. Association or Business members shall be entitled to one (1) vote to be cast by an individual appointed by the Association or Business. No member shall be entitled to vote who has not paid the applicable dues for the then current period.

Section 7.5. Notices of members meetings shall be given not less than ten (10) days (unless the Board of Trustees declares an emergency, in which case notice shall be not less than three (3) days) and not more than sixty (60) days prior to the meeting and shall specify the time, place and purpose of the meeting.

ARTICLE 8. STANDING COMMITTEES

Section 8.1. The following standing committees shall be appointed at the first meeting of the Board of Trustees after the Biennial Meeting to serve until the first meeting of the Board of Trustees following the next Biennial Meeting or until successors are appointed:
a. Finance Committee
b. Membership Committee
c. Nominating Committee
d. Program Committee
e. Publicity and Public Relations Committee

Section 8.2. Standing committees shall report at meetings of the Board of Trustees on matters referred to them by the President or Board of Trustees and on matters otherwise within the scope of their responsibilities and shall keep proper records of all committee proceedings. Standing committees shall report to the membership at the Biennial Meeting on committee activities since the last Biennial Meeting.

Section 8.3. Trustees or members may be chairpersons of standing committees, but no one person shall be chairperson of more than one standing committee. Interested persons who are not members of the Corporation may be appointed to serve on or act as consultants to standing committees as may be appropriate in the circumstances. Section

8.4. The Finance Committee shall be responsible for all financial operations of this Corporation within established policies and subject to decisions of the Board of Trustees. The Finance committee shall determine budget requirements, make recommendations for securing and investing funds and provide for audits as may be appropriate. The Treasurer may be the Chairperson of the Finance Committee, but in any case shall be an ex-officio­ member thereof.

Section 8.5. The Membership Committee shall solicit persons to be members of this Corporation, issue membership cards, collect dues (to be delivered as promptly as feasible to the Treasurer) and assist the Secretary in maintaining membership lists. The Secretary may be the Chairperson of the Membership Committee, but in any case shall be an ex-officio member thereof.

Section 8.6. The Nominating Committee shall recommend a slate of nominees for election at the Biennial Meeting and shall recommend to the Board of Trustees persons to fill vacancies. The Nominating Committee is charged with acting in an impartial and objective manner so that its recommendations, if adopted, will provide a broad representation of the community of persons with a variety of skills and viewpoints who will act for the overall good of this Corporation in accordance with its purposes.

Section 8.7. The Program Committee shall recommend programs in accordance with and in furtherance of the purposes of this Corporation to the Board of Trustees, with sufficient detail, such as but not limited to, proposed budgets, so that the Board may make reasoned judgments on their advisability and desirability. Upon approval of programs by the Board of Trustees, the Program committee shall be charged with the preparation and conduct of the same, either directly or through special committees which may be formed with regard to individual programs. The Director (or Acting Director, if applicable) of the Nutley Free Public Library, an ex-officio member of the Board of Trustees, shall be an ex-officio member of the Program Committee, but shall not be the chairperson. Section

8.8. The Publicity and Public Relations Committee shall implement, subject to the approval of the Board of Trustees, publicity and communication programs to educate the public on the activities and purposes of this Corporation and shall also lend assistance to the Program committee in publicizing specific programs.

ARTICLE 9. ACCOUNTING YEAR

Section 9.1. The accounts of the Corporation shall be on a calendar year basis.

ARTICLE 10. AMENDMENTS Section 10.1. In accordance with N.J.S.A. 15A:9-2, the Certificate of Incorporation may be amended from time to time in accordance with law and subject to the requirement of a quorum by the affirmative vote of two-thirds of those voting members present at a meeting called for the purpose of considering and voting upon the proposed amendment(s).

Section 10.2. These Bylaws may be amended from time to time subject to the requirement of a quorum by the affirmative vote of a majority of all of the voting members present at a Biennial Meeting or a special meeting called for the purpose of considering and voting upon the proposed amendment(s). ARTICLE 11. DISTRIBUTION OF ASSETS UPON DISSOLUTION

Article 11 DISTRIBUTION OF ASSETS UPON DISSOLUTION

Section 11.1. On liquidation or dissolution, any properties or assets of this Corporation remaining, after paying or providing for all debts and obligations, shall be distributed and paid over the Nutley Free Public Library provided it qualifies as a tax-exempt organization under Internal Revenue Code Section 501(c)(3), as the same may be amended, and, if the Nutley Free Public Library does not so qualify, to such fund, foundation or other nonprofit or religious Corporation as the Board of Trustees shall determine, and as shall, at the time, qualify as a tax-exempt organization under Internal Revenue Revenue Code Section 501(c)(3), as the same may be amended.

ARTICLE 12. SALARIES AND EXPENSES

Section 12.1. All officers and trustees shall serve without compensation, but the Board of Trustees may authorize the disbursement of such necessary incidental expenses as may be properly incurred by officers or trustees in the transaction of business of this Corporation, by way of reimbursement.

ARTICLE 13. RULES OF ORDER

Section 13.1. All meetings of the Corporation and of the Board of Trustees shall be conducted in accordance with the latest revised edition of Roberts Rules of Order.

ARTICLE 14. EFFECTIVE DATE These Bylaws shall be effective upon approval of a majority of the total membership of the Initial Board of Trustees specified in the Certificate of Incorporation of this Corporation. Effective Date: , 1985