foprl conflict of interest policy

FOPRL
CONFLICT OF INTEREST POLICY

Article 1 - Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when i is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Friends of the Point Roberts Library (FOPRL) or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II - Definitions

 Interested Person.  Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined  below, is an interested person.

2.  Financial Interest.  A person has a financial interest if the persons has, directly or indirectly, through business, investment, or family:
    a.  An ownership or investment interest in any entity with which  FOPRL has a transaction or arrangement;
    b.  A compensation arrangement with the DOPRL or with any entity or individual with which FOPRL has a transaction or arrangement; or
    c.  A potential ownership or investment interest indoor compensation arrangement with, any entity or individual with which FOPRL is negotiating a transaction or arrangement.
    Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
    A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III- Procedures

1. Duty to disclose
—In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing Bard of Directors delegated powers considering the proposed transaction or arrangement.

2.  Determining whether a conflict of interest exists.
—After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.  Procedures for Addressing the Conflict of Interest.
—a.  An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
—b.  The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
—c.  After exercising due diligence, the governing board or committee shall determine whether FOPRL can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

—d.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the FOPRL’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4.  Violations of the Conflicts of Interest Policy.
—a.  If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

—b.  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV — Records of Proceedings

The meetings of the FOPRL Board of Directors and all committees with board delegated powers shall contain:
—a.  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
—b.  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V —Compensation

—a.  A voting member of the Board of Directors who receives compensation, directly or indirectly, from FOPRL for services is precluded from voting on matters pertaining to that member’s compensation.
—b.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from FOPRL for services s precluded from voting on matters pertaining to that member’s compensation.
—c.  No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from FOPRL, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI —ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement that affirms such person:
—a.  Has received a copy of the conflicts of interest policy.
—b.  Has read and understands the policy.
—c.  Has agreed to comply with the policy, and
—d.  Understands that FOPRL is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

ARTICLE VII - PERIODIC REVIEWS
To ensure that FOPRL operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:
—a.  Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
—b.  Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII - USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, FOPRL may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.   

   

foprl bylaws

BY-LAWS OF FRIENDS OF HE POINT ROBERTS LIBRARY
A Non-Profit Organization Incorporated in the State of Washington on April 1, 2013 - UBI No. 603-281-646

ARTICLE 1 - NAME

The name of the organization shall be: Friends of the Point Roberts Library, also known as FOPRL

ARTICLE 2: PURPOSES AND ACTIVITIES

The purpose of this organization shall be to establish and maintain an association of persons interested in enhancing, supporting, and promoting Whatcom County Library System’s branch library located in Point Roberts, WA.  The activities of the organization may include the raising of funds for materials, equipment, construction or renovation, and other needs of the Library that are beyond the scope of Whatcom County Library System; and the sponsoring of informative and culturally enriching community programs, such as lectures, exhibits, films story hours, etc; all open to the public and based on the conviction that good library services and facilities are essential the the quality of life of the community.

In the event of the dissolution of this organization, all assets shall go to the Whatcom County Library Foundation for the sole benefit of the Point Roberts Library.

ARTICLE 3: MEMBERSHIP & DUES

Membership in this organization shall be open to all individuals in support of its purpose and activities.

Annual dues may be established by vote of the membership at the annual membership meeting.

ARTICLE IV: OFFICERS AND BOARD OF DIRECTORS

Section 1.  The officers of this organization shall be President, Vice President, Secretary, and Treasurer.  The offices of Secretary and Treasurer may be held by either a single individual or two individuals.  These officers plus one member of the library staff, selected by Whatcom County Library System and one Commissioner of the Point Roberts Park and recreation District, selected by their board of commissioners, shall also constitute a Board of Directors.  Addition member, such as committee chairs, may be appointed by the Board to serve as directors.  All of the above will be full voting members of the Board of Directors.

Section 2.  Committees will be created and committee chairs selected as needed.

Section 3.  Officers shall be elected at the organization’s annual membership meeting.  The slate of officers shall be presented to the membership by the Board of Directors.  Nominations also may be made from the floor at the annual membership meeting, with the consent of the nominee.

Section 4.  Officers shall be elected for a term of one year by majority vote of those present at the annual meeting.

Section 5.  Vacancies of any office shall be filled by majority vote of the existing Board of Directors.  Such appointees shall serve until the next regular election of officers.

ARTICLE V: DUTIES OF OFFICERS AND OTHER AUTHORITY OR OBLIGATIONS OF THE BOARD OF DIRECTORS

Section 1.  The officers shall have such duties as are prescribed by the Board of Directors:

 The duties of the President shall be to prepare an agenda and preside over Board and membership meetings.

The Vice President shall act as President when the President is unable to do so and shall perform such other duties as the Board may from time to time designate.

C.  The duties of the Secretary shall be to take accurate minutes of all Board and membership meetings, maintain an archive of meeting minutes, and report on minutes of meetings and write letters as directed by the Board of Directors.

D. The duties of the Treasurer shall be to keep accurate records of Friends of the Point Roberts Library finances, prepare a financial report for the Board and Annual General Meetings, pay expenses as directed by the Board, receive and deposit receipts from donations, fund raising projects, fees; issue receipts for donations and other funds received; and track expenditures.  All funds collected shall be turned over to the Treasurer and duly recorded and accounted for in a timely manner.  In addition, the Treasurer shall maintain the organization’s incorporation and charitable organization status with the State of Washington and tax exempt status with the Internal Revenue Service, through timely renewals and tax returns or other required submissions.  The Treasurer shall oversee the audit requirement described below in Section 3 of this article.

Section 2.  The Board of Directors shall have the authority to change the assigned duties of the officers.

Section 3.  The corporation shall conduct an independent financial audit of its books every second year, beginning with the two year period ending March 31, 2015, provided that revenue was equal to or more than $50,000 in either of those two years.

Section 4.  The Board of Directors shall adopt a Conflict of Interest Policy in order to assure the integrity, transparency, and accountability of the organization and to protect any tax-exempt status enjoyed by the organization.  All directors and members of committees with Broad of Directors delegated authority shall be required annually to sign a statement, to be kept on file by the Secretary, certifying that they have received, read and understood the Policy and agree to comply fully.

ARTICLE VI: MEETINGS

Section 1.  The direction of the affairs of the organization shall rest with the Board of Directors.  A majority of the members of this Board shall constitute a quorum for the transaction of business.

Section 2.  The Board of Directors shall meet as needed.  A meeting may be called by the President or by at least two members of the Board of Directors with at least 24 hours notice.

Section 3.  An Annual General Meeting (AGM) of the membership of the organization shall be held each spring, at a time decided by the Board of Directors.  Announcement of this meeting will be posted in the Point Roberts Library and at other public bulletin boards in Point Roberts. The AGM is open to the general public.  Only FOPRL members can vote.  In addition, special meetings of the membership may be called by the Board of Directors to transact organizational business as needed. At last 24 hours notice of such meetings will be given by announcements posted in the Point Roberts Library and at other public bulletin boards in Point Roberts.  There will be no quorum requirement for transacting business at duly scheduled Membership Meetings.  A majority of those members present may decide on all matters taken under consideration, except in the case of amendments to the organization’s Articles of Incorporation approval by at least two thirds of members resent shall be required.

ARTICLE VII: AMENDMENTS

Amendments to the by-laws may be made at any meeting of the general membership by a two-thirds vote of FOPRL members present.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

All meetings shall be conducted according to Robert’s Rules of Order, revised, or such other rules of parliamentary procedure as shall but determined by the Board of Directors.

BYLAWS ADOPTED BY VOTE OF THE MEMBERSHIP THIS 26TH DAY OF APRIL 2014.

CERTIFIED: ________________________ ___________________________

President, FOPRL SECRETARY, FOPRL

Revised April 26, 2014, 

revised December 13, 2020