Article I Name
I. 1. In accordance with the South Carolina Certificate of Incorporation, dated 11 June 1979, the name 
of this organization is Friends of the Beaufort County, South Carolina Library. For the purpose of these 
bylaws, the organization shall be known as the FOL. The FOL is qualified and operates as a tax-exempt 
organization under Section 501(c)(3) of the Internal Revenue Code.
Article II Purpose
II. 1. The FOL supports the Beaufort County Library system in the northern part of Beaufort County, 
including downtown Beaufort, St. Helena, Lobeco and bookmobile(s), in the following ways: (1) raise 
money to supplement library funding; (2) focus public attention on the library; (3) stimulate the use of 
the library’s resources and services; (4) support and cooperate with the library in developing library 
services and facilities for the community; and (5) solicit legislative support as needed. 
Article III Communications
III. 1. All references in this document to the term “in writing” shall include any means of electronic 
communication agreed upon by the Board. 
Article IV Membership
IV. 1. Membership in the FOL organization is open to all individuals, associations, organizations, 
partnerships and corporations who have paid the annual dues fixed by the Board of Directors (Board). 
IV. 2. Each member shall be entitled to one vote on proposals brought up for vote at the Annual 
Meeting or at any special meeting of the membership.
Article V Board of Directors
V. 1. The Board consists of no fewer than nine (9) nor more than twenty-one (21) voting members, or
Directors. Directors are elected by the membership at the Annual Meeting, and they govern the 
property, affairs and business of the FOL. All Directors share overall fiduciary responsibility for FOL 
V. 2. Each Director must be a member of the FOL, a resident of Beaufort County, and able to receive and 
respond to electronic communication. 
V. 3. The initial term shall be for three (3) years and each Director may serve an additional three (3) year 
term if approved by the Directors and voted onto the Board by the membership at the Annual Meeting. 
Continuous service on the Board of Directors shall not exceed six (6) years. In certain circumstances, 
however, an expiring term may be extended for one (1) year by a two-thirds vote of the Board of 
Directors and approved by the membership at the Annual Meeting. In advance of such votes, the Board 
President shall appoint a committee to present a recommendation to the full Board.
V. 4. If resigning before the end of an elected term, Directors shall notify the Board in writing as soon as 
possible, preferably 90 days ahead of the effective date of the resignation. 
V. 5. Any mid-year Board vacancy shall be filled by the majority vote of the remaining Board members. 
The newly appointed Board member shall stand for election at the next Annual Meeting and, if elected, 
shall complete the initial term and be eligible for an additional three (3) year term.
V. 6. Directors serve the FOL by volunteering their time and expertise and will not be compensated for 
either. Directors may be reimbursed for out-of-pocket expenses if they are pre-approved according to 
the guidelines established by the Treasurer. 
V. 7. The President shall appoint a nominating committee of Directors who will interview and select 
nominees for Director positions, as well as determine the Officer slate. The slate of Directors and 
Officers will be approved by the Board before being posted for full membership review 2 weeks prior to 
the Annual Meeting. Each proposed nominee must be a member of the FOL, a resident of Beaufort 
County, able to receive and respond to electronic communication, and must consent to his or her 
V. 8. All Directors elected at the Annual Meeting shall take office immediately. 
V. 9. Meetings of the Board shall be held at the call of the President or Vice President, but in no instance 
fewer than four (4) times per year. 
V. 10. At all Board meetings, a majority of Directors will constitute a quorum for the transaction of 
V. 11. Directors may participate in Board meetings from a remote location by electronic means and be 
counted for quorum and voting purposes if and only if the remote Director(s) can hear and be heard by 
all other Directors present at the meeting. 
V. 12. The Board may transact business electronically without convening for an in-person meeting. In 
both cases, a simple majority vote of the attending Directors, assuming a quorum, shall carry a motion, 
except in instances where otherwise indicated (see Section 14).
V. 13. Any Director who is unable to attend a Board meeting shall so advise the President or Secretary in 
advance of the meeting and shall further make arrangements to be present via electronic means if that 
is possible. 
V. 14. A Director may be removed with or without cause, at any time, by a two-thirds (⅔) vote of the 
Board. Any Director under consideration for removal must be notified in writing by the Secretary of the 
Board at least five (5) days prior to the meeting at which the vote will take place.
V. 15. The Library Director, a member of the Library Board of Trustees, and a member of the Library 
Foundation may serve as ex-officio, non-voting Directors.
V. 16. No personal liability shall attach to any Director in connection with his or her service to the FOL, 
including any Board-approved actions. Appropriate insurance shall be maintained by the FOL to 
indemnify Directors. 
Article VI Officers
VI. 1. The Officers of the Board of Directors shall consist of the President, Vice President, Secretary and 
VI. 2. The President shall be the chief executive officer of the FOL and shall preside at all meetings of the 
Board and at the Annual Meeting, appoint committees and serve as ex officio, non-voting member of all 
committees. The President and Treasurer will have signature authority on all bank and investment 
VI. 3. The Vice President shall assume the duties of the President in his or her absence or inability to 
perform those duties and shall have such other duties as may be assigned by the President.
VI. 4. The Secretary shall be responsible for 1) making and keeping a permanent record of all business 
transacted at Board meetings; 2) maintaining and distributing a contact list of Directors to Board 
members; 3) collecting and archiving samples of literature from FOL events; and 4) notifying Directors of 
regular Board meetings.
VI. 5. The Treasurer shall act in accordance with all applicable federal, state, and local best practices 
and law. The President and Treasurer shall have signature authority on all bank and investment 
accounts. The Treasurer shall 1) oversee all funds of the organization and shall deposit or invest them in 
the name of the organization; 2) collect all dues and other income and authorize all checks, drafts, notes 
and orders; 3) keep the books and accounts open to any Director and provide financial reports as the 
Board may require; 4) ensure maintenance of appropriate insurance; 5) submit pertinent and required 
federal, state, and local government forms; 6) arrange for and submit documents for outside 
preparation of the organization’s annual tax filing with the Internal Revenue Service; and 7) on an annual 
basis, and prior to submitting IRS tax filing, submit for board review and approval a cash reconciliation 
and appropriate bank statements.
Article VII Meetings
VII. 1. An Annual Meeting of members shall be held at a date to be determined by the Board, but in no 
case more than fifteen (15) months after the prior annual meeting. The Secretary shall notify members 
in writing at least two (2) weeks prior to the date of the meeting. This meeting may be held 
electronically if the President deems it necessary.
VII. 2. A special meeting of the members may be called at any time by the Board or on written request 
by at least ten (10) percent of the current membership. The purpose of the meeting shall be set forth in 
a written notice which must be given at least eight (8) days in advance of the proposed meeting. 
VII. 3. Meetings of the membership and meetings of the Board shall be conducted according to 
Robert's Rules of Order.
Article VIII Amendments
VIII. 1. Amendments to these Bylaws shall be confirmed by a two-thirds vote of the general 
membership at the Annual Meeting. For this purpose, notification in writing to each member is required 
at least two weeks before the Annual Meeting and shall include a proposed draft of any such 
Article IX Dissolution Clause
IX. 1. In the event of dissolution, all assets of this organization shall be donated to the Public Library 
Foundation of Beaufort County, or, if that entity is no longer in existence, to any Friends of the Library 
organization in Beaufort County.
These Bylaws approved: 4/17/1999 4/25/2015 4/29/2017 4/26/2018 6/12/2021 6/10/2023

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