FRIENDS OF THE POINT ROBERTS LIBRARY AGM MINUTES, DECEMBER 13, 2020

Attendees, via ZOOM: Board Officers (Stephen Falk, Jane Donaldson, Judy Ross, Ann Crew, Louise Cassidy, Rose Momsen), WCLS staff  (Christine Perkins, Rose Momsen, Kris Lomedico) and members of the public (Margot Griffith, Holly Robinson, Arthur Reber, Margo Getsinger, Kandace Harper, Don Falk, Heidi Baxter, Paul Ferry, Barb Wayland, and Rhiannon Allen.

The meeting was called to order at 2:03pm.

Judy Ross reviewed the minutes from the last AGM (2019). Motion was proposed, seconded and approved unanimously.

Louise Cassidy gave a treasurer’s report which will be filed in the library. We have $18,769.32 in the bank and $163 in petty cash.

Election of new officers: P/S/Unanimous

Judy Ross, President

Stephen Falk, Vice President

Rose Momsen, Secretary

Louise Cassidy, Treasurer

Kris Lomedico, WCLS representative

Jane Donaldson, representative from the Support Committee

Old Business:

Judy reported that the Commons has new shelving and seating and is ready to go once public spaces are open. Rose showed pictures.

Rose Momsen gave a slide presentation of activities this year during quarantine:

• The new Little Free Library which is now installed outside Saltwater Café.
• Books in the library were consolidated during shut down
• The outside of the building looks ‘fabulous’ thanks to volunteers’ efforts and contributions.
• A new Park Bench has been installed outside near the rear door of the library.
• WCLS Programs are now via  ZOOM, have included a Rocket talk by a NASA representative, a Zentangles drawing program, handing out coloring pages and ‘take and make’ projects for kids
• The library had a Halloween trick or treat stand.
• We were given 8 brand new sets of Christian TV DVDs, which Rose sold on Ebay for $426.51
• Another donation of a doll house and dolls was given to a new family on the Point.

Stephen Falk reported on the final stages of the new building, back in 2019 and early 2020. The building project was wrapped up with the installation of a generator, financed by FOPRL, WCLS, and the Parks Board. The generator can run everything except the building air conditioning.  Landscaping has been done by volunteers. Some of the California Lilacs may be replaced or moved to better hide the parking lot of the car repair business next door. 

Judy reported that weeding this past summer was done by volunteers and was been facilitated by The Parks Board getting a string trimmer. Next summer there is a need for volunteers. A memo should be put out to this effect.  Kris Lomedico suggested we should consider hiring a monthly landscaping service. The Support Committee will discuss this idea in 2021; we are all getting older and we have the funds to pay for this.

Judy reported that the important Friends documents have been moved from the FOPRL website set up during raising funds for the building to the FOPRL Blog online location: foprl.blogspot.com.

New Business:

Stephen proposed that we delete the by-law which states that a member of the Parks and Rec Board be a board member/representative on the FOPRL Board. P/S/Unanimously approved.

From Christine Perkins:

• The library system has been adapting to the Covid-19 crisis. The Point Roberts Library has recently remained open because of our low Covid numbers, although all the other libraries in the system have drive-by service only. She doesn’t know when the restrictions will ease
• The libraries are focusing on calling people who have not been getting out.
• She thanked our staff for the activities online.
• (Judy said the Guardian in England suggested that libraries there should close. Christine said that she doesn’t see that happening here.)
• Christine said that they are doing a library survey and so far it suggests that libraries are important here.
• One of the casualties of the virus has been the building of new libraries in Blaine and Birch Bay. There is a strong feeling in Blaine that voters won’t support a new building, so the project has been de-coupled with the Birch Bay Library project. Birch Bay is hoping to match funding from the State and will hopefully put something on the April ballot to do this.

Heidi Baxter has suggested a new projects for us, to include posting photographs of seasonal changes in PR for those who only live here part-time as well as sharing pictures of ‘stacks of books.’  The idea is to have an interactive, visual discussion on Social Media to keep the Friends all connected cross-border.

Member dues are usually paid at the AGM. This year members are being asked to take $5.00 in an envelope to the library and  include their current email address on the envelope.

Publicity: A volunteer is needed to take on this task. Judy and Rose will provide all the information to the volunteer.  Please contact them.

The meeting was adjourned at 2:54pm.

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

Here is a link to the Grand Openng of the new Point Roberts Library, August 11, 2018.  It last for 30 minutes.  The journey to get here was more like 7 years!

 https://www.youtube.com/watch?v=tOR2VP6RiXI

Park and Recreation District Levy in November Election

I've been told by several people that there is some misunderstanding among the local voting public about the connection between the Park and Recreation District Levy that is on the November ballot and the New Library. 

The levy is to be used solely for the regular maintenance and service work of the Park and Rec District: keeping the Community Center open and available to the public for meetings and events, including Senior Lunches, food bank, etc.; maintaining the Community Center and the Baker Field properties; and hiring a person to oversee all this work so that the Commissioners can better focus their time on longer term plans for the Community Center.

None of the levy funds will be used for the new library.  The new library is funded by private donations gathered by the Friends of the Point Roberts Library.  That money has already been raised; if additional funds for the library are required, then the Friends of the P.R. Library will provide them, not the Park and Rec District.  When the new library is completed and in operation, all operating costs will be paid by the Whatcom County Library Services, not by the Park and Rec District.

I assume that FOPRL members know this, but if you have friends who are unclear or misinformed about this, please clarify it for them. 

Judy Ross, for FOPRL

Construction Ahead!

The title isn't a warning, but it is something of a mayday! call.  Here's where we are now.

Last week, we received 5 bids on the new library construction project.  The bids were somewhat higher than expected, but the two lowest are within our budget, with a big caveat: there are some tasks that need to be completed and that will cost money, but that are not within the contract bids.  We need a new septic tank, some project management, movement of both the water meter and the fire hydrant, landscaping when the job is done, carpets, and maybe water sealing the slab.

The Park and Rec District has agreed to cover the costs of asbestos/hazardous waste removal; Whatcom County Library Services is looking to cover air conditioning, but the other non-contract services need to be funded by the Friends of the Library.  And--this is the mayday! part--we don't have much time, because the bids are valid only until September 23.  By that date, Park and Rec must choose to accept one bid or turn them all down.

What is on our plate right now is the need for $60,000.  That's the bad news.  The good news is that two local residents already have, together, offered to match the first $30,000 donated.  That means the plate needs only $30,000 by September 23.  We think, we hope, we pray that's doable given the substantial support the community has offered over the past years to get this funding together.

We are out talking to individuals, groups, and businesses, asking for their help, but first of all we are talking to you, to the friends of the library: the people who know the kind of difference that a good library makes in a small community.  We have only two choices right now: to raise the $60,000 or to give up on the project but we don't think this community is ready to give up.

If you can join with us and make yet another donation to the new library, please drop your check (made out to FOPRL) off at the library (during open hours) before September 23 or mail it to FOPRL, PO Box 970, Point Roberts, WA 98281.  (If you have questions, ask Rose in the library or call me in Point Roberts, x3180.)

--Judy Ross, for The Friends of the Point Roberts Library

Saturday: Big Book Sale for the Library

Tomorrow, Saturday, May 20, from 10-3 there will be a used book sale at the Community Center.  Since it looks like we're going to get summer, come down and pick up your summer reading at bargain prices!  All proceeds to the library fund.

If you have books to donate, bring them down to the Community Center today around 3 pm when the books will be set up for tomorrow.