History of the Friends of the Library

The Lexington Public Library, the oldest public library west of the Appalachians was founded in 1796 in Lexington, the county seat of Fayette County, Kentucky. In 1966 Rabbi William J. Leffler proposed forming a Friends of the Library organization to the Lexington Public Library Board of Trustees. In 1968 the Friends of the Library was formed by a community-wide steering committee, chaired by Richard S. DeCamp. It was formed to provide financial and physical support to the library and to help the library become a lively center of community activity. The first officers elected in 1968 were: President- Dr. Holman Hamilton: Vice-President-Edward Houlihan and Mrs. James Rich; Secretary- Mrs. Leslie W. Morris; Treasurer- Forrest E. Hansen. Articles of Incorporation were filed January 17, 1969 in Fayette County Court. The Friends held it’s first book sale in 1971 on the grounds of the old Carnegie building in historic Gratz Park. In 1976 and 1978 the Friends sponsored a Gala that included an auction, rare book sale, concert and entertainment. In 1977 the Friends sponsored a ten-week series of town meetings. In 1982 and 1983 the Friends held “Evenings With Kentucky Authors”. Barbara Bush spoke at the 1984 Friends’ Annual Meeting. By 1991 the Friends of the Library had donated $55,500 to the Central Library and branches. When the present Central Library opened in April 1989, 1127 square feet of unfinished storage space in the lower level was allocated to the Friends to sort and store donated and discarded books. In 1997 the Friends went to two book sales a year.

In December 1997 the new branch for the south side of Lexington opened in the Beaumont Center and the old branch was closed. Among the surplus shelving in the closed branch were approximately 75 sections of the solid maple shelving that was the original shelving in the first branch that opened in Lexington in 1972. This shelving was donated to the Friends to convert the book storage space into a bookstore. With carpet donated by the library, volunteers from the Friends, using Friends’ money, began the transformation of the unfinished space. By March the space was carpeted, painted, shelved, had new lighting, and was stocked with nearly 20,000 items, including books, magazines, audio/video tapes and records.

On March 22, 1998, the Friends Book Cellar opened for business two days a week, Sunday and Monday. On April 25, 1998 a grand opening was held. In spite of brisk sales the stock of materials was so great that four-day sales using the entire lower level were held in May and November of1998. The store attracted more volunteers and more customers and by August the store was operating four days a week, Saturday through Tuesday. March 21, 2001 the Friends bookstore opened for business 6 days a week.

On August 7, 1998, the Herald Leader, the largest circulating newspaper in Kentucky, featured the Friends Book Cellar in a full-page spread including pictures. This publicity brought customers from all over the state.

The Friends Book Cellar offers an annual 10% discount to members of the Friends of the Lexington Public Library. In addition to this discount the members get mailings announcing events and sales. Members of the Friends are also invited to preview the books of the two annual book sales the evening before each sale.

About 50 volunteers worked 2000 hours to sort and conduct two book sales prior to the 1998 opening of the Friends Book Cellar. In 2000, 100 volunteers worked nearly 7000 hours to sort and conduct the two book sales and operate the bookstore. Volunteers are always needed. If interested, please call the Friends Book Cellar 231-5505.

Donations of new or used books, tapes, records or other materials may be made to the Friends of the Lexington Public Library at any library branch or at the Friends Book Cellar located in the lower level of the main library. For large donations, pickups may be requested by calling 231-5501.

In addition to library materials, the Friends Book Cellar offers book bags for sale in the store and at all library branches. The book bags feature the Friends Book Cellar logo. They are very popular and bag sales have exceeded our expectations.

The success story of the Friends Book Cellar would not be complete if we failed to recognize the extraordinary effort of a few very dedicated volunteers who make up the management team of the bookstore. To establish and operate an enterprise of this magnitude would not be remotely possible without these volunteers. We don’t want to mislead anyone who reads this that just any Friends group can make this happen at any library. It can only be done with strong commitment and excellent cooperation between very determined Friends and library staff.

As of March 2001, the Friends Book Cellar hired a coordinator. The coordinator will work with the bookstore committee in training and scheduling volunteers, maintaining membership records and overseeing the operations of the bookstore.

Amended and Restated Bylaws of the Friends of the Lexington Public Library, Inc.

Article I: Name and Purpose

Section 1 - Name. The name of this Corporation is The Friends of the Lexington Public Library, Inc.

Section 2 - Purposes. The purposes for which this Corporation is formed are as set forth in the Corporation's Articles of Incorporation.

Article II: Principal Office; Registered Office and Agent

Section 1 - Principal Office. The address of the principal office of the Corporation in the Commonwealth of Kentucky is 140 East Main Street, Lexington, Kentucky 40507. The Board of Directors may, from time to time, change the location of the principal office, or establish additional offices for the Corporation.

Section 2 - Registered agent and Office. The registered agent of the Corporation shall be the Lexington Public Library Community Relations Representative or such other person as the Board of Directors may from time to time designate. The address of the registered office of the Corporation is 140 East Main Street, Lexington, Kentucky 40507. The Board of Directors may, from time to time, designate a different address as the registered office of the Corporation; provided, however, that any such designation shall become effective only upon the filing of a statement of such change with the Secretary of State of Kentucky as required by law.

Article III: Membership

Section 1 - Members. The membership of the Corporation, in any Fiscal Year, shall consist of those individuals who have completed an application for membership and who have paid the annual dues as set by the Board of Directors.

Section 2 - Membership Fees. The membership fees payable by members of the Corporation shall be determined and shall be subject to change from time to time by the Board of Directors. Payment of such membership fees shall be required as a condition to becoming and continuing as a member of the Society. The Board of Directors may revoke the membership of any member failing to pay such membership fees, in accordance with such procedures, including notice, as the Board of Directors may establish.

Article IV: Meetings of Members

Section 1 - Annual Meeting. The Corporation shall hold annually a membership meeting. Such annual meeting shall be held at the Corporation's principal place of business or at any other reasonable location designated by the Board of Directors. At such meeting, the members shall elect directors and officers as set forth hereinafter and shall conduct such other business as shall be properly placed before the members.

Section 2 - Special Meetings. A special meeting of the Corporation may be called at any time by the President or by the Board of Directors or upon the written request of at least five percent (5%) of the members of the Corporation. The date, time and place of special meetings of the members shall be determined by the Board of Directors and designated in the notice thereof, provided that such special meetings shall be held at a reasonable location and within a reasonable time after the call therefor.

Section 3 - Notice of Meetings. Written notice of the date, time and place of all meetings of the members shall be mailed to each member at such member's address as it appears on the books of the Corporation at least ten (10) days but not more than thirty-five (35) days before the date of the meeting. For each special meeting, the notice therefor shall state briefly the purpose(s) of the meeting. Any business may be presented at an annual meeting whether or not referred to in the notice of meeting.

Section 4 - Quorum. No fewer than fifteen (15) of the members of the Corporation, present in person or by proxy, as said members are shown on the books of the Corporation, shall constitute a quorum for the transaction of business at any annual or special meeting of the members.

Section 5 - Voting. Each member shall be entitled to one (1) vote on any manner which is submitted to a vote of the members, in person or by written proxy. All proxies shall be filed with the Secretary of the Corporation before the votes are cast.

Section 6 - Manner of Voting. The act of a majority of the members present, in person or by written proxy, at a meeting at which a quorum is present shall be the act of the members of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation or by these By-Laws.

Article V: Directors

Section 1 - Number. The number of Directors of the Corporation shall be at least three (3) but not more than twenty (20). The Board of Directors may, by amendment to these Bylaws, increase or decrease the number of Directors, subject, however, to the requirement that the number of directors shall not be fewer than three (3).

Section 2 - Term of Directors. Directors shall be elected for a term of three (3) years. Directors, if willing to serve, may be re-elected without restriction to number of terms. The Directors shall consist of three (3) groups of approximately one-third (1/3) the total number of Directors in each group. Elections shall be staggered so that in anyone calendar year only one-third (1/3) of the director positions shall be subject to election.

Section 3 - Nomination of Directors. Nominees for election as directors shall be nominated by the then existing Board of Directors or by a committee thereof. Members may also make nominations from the floor for directors at the annual meeting.

Section 4 - Election of Directors. The election of directors shall be by ballot of the members of the Corporation entitled to vote at the annual meeting of the members, as set forth above in Section 1 of Article IV hereinabove. Members shall be entitled to vote for all positions to be filled. The nominees receiving the highest number of votes for each director position shall be elected as directors.

Section 5 - Vacancies. Any vacancy on the Board of Directors due to the death or resignation of a director may be filled by the nomination and election by the remaining directors of a successor to complete the unexpired portion of such director's term. A successor to a director who also served as an officer shall not automatically succeed to such office, but such office shall be filled by nomination and election of a successor by the Board of Directors. Any vacancy on the Board of Directors due to an increase in the number of directors may be filled by nomination and election by the remaining directors to fill any such vacancy until the next annual meeting of the members.

Section 6 - Powers of the Board of Directors. The Board of Directors shall have the control and management of the business, affairs, funds, and property of the Corporation, except as otherwise provided by law or by the Articles of Incorporation.

Section 7 - Regular Meetings of the Board of Directors. An annual meeting of the Board of Directors shall be held on the same day and in the same location as the annual meeting of the members. Monthly meetings of the Board of Directors shall also be held each year at such date and time as shall be designated by the President of the Corporation in consultation with the Board of Directors.

Section 8 - Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be held at any time upon call of the President or upon the written request of at least three (3) directors. The date and time of special meetings of the Board of Directors shall be determined by the President and designated in the notice thereof, provided that such special meetings shall be held within a reasonable time after the call therefor.

Section 9 - Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at any other reasonable location designated by the President.

Section 10 - Notice of Meetings. Written notice of the date, time, and place of all meetings of the Board of Directors shall be given, at least ten (10) days prior thereto for each monthly meeting and at least three (3) days prior thereto for any special meeting, by personal delivery or by mail or telegram to each director at such director's address as shown by the records of the Corporation. For all special meetings, the notice therefor shall state briefly the purposes of the meeting. Any business may be presented at a regular, annual, or monthly meeting whether or not referred to in the notice of the meeting. The notice requirements herein may be fulfilled by promulgation of an annual schedule of meetings or by inclusion of the schedule in the corporate minutes for the previous meeting.

Section 11 - Quorum. A quorum for transaction of business at all meetings of the Board of Directors shall be one-half (½) of the directors in office.

Section 12 - Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.

Section 13 - Informal Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 14 - Compensation. No director shall receive compensation for his services in such capacity, but directors may receive reimbursement for such reasonable expenses of attendance at each annual, monthly, or special meeting as the Board of Directors shall from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

Section 15 - Resignation. Any director may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 16 - Removal. Any director may be removed by a two-thirds majority vote of the currently elected directors at any meeting of the Board of Directors whenever the Board of Directors shall determine that the best interests of the Corporation shall be served thereby. The Board of Directors may remove any director missing, without excuse, three consecutive meetings of the Board of Directors. Vacancies on the Board of Directors caused by removal may be filled by the affirmative vote of a majority of the remaining members.

Section 17 - Officers. All Officers elected under Article VI below shall be Directors. The past President shall be a Director subject to re-election.

Article VI: Officers

Section 1 - Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as may be designated by the Board of Directors. Any two or more offices may be held by the same person. Only members of the Corporation may serve as officers of the Corporation.

Section 2 - Election and Term of Office. The officers of the Corporation shall be elected annually by the Members at the annual meeting of the Corporation by majority vote. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the next annual meeting of the Board of Directors until his successor shall have been duly elected and shall have qualified.

Section 3 - Removal. Any officer of the current Board of Directors may be removed by vote of a two-thirds majority of the currently elected Directors whenever in its judgment the best interests of the Corporation would be served thereby.

Section 4 - Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term thereof.

Section 5 - President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors, and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6 - Vice-President. The Vice-President shall perform such duties as from time to time may be assigned to him by the President or by the Board of Directors. In the absence of the President, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions imposed on the President.

Section 7 - Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and, as necessary or appropriate, see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member and of each director which shall be furnished to the Secretary by each director; be responsible for authenticating records of the Corporation; and in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8 - Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Article VII: Eexective and Other Committees

Section 1 - Executive Committee. There shall be an executive committee consisting of such persons as may be appointed by the Board of Directors, subject to the requirements set forth below in Section 6 of this Article VII. The executive committee shall have and may exercise all of the powers granted to the Board of Directors in such instances where it is impractical to convene a meeting of the full Board and immediate action is required. Any action taken by the Executive Committee must be ratified by the full Board of Directors. All members of the executive committee shall be eligible for ejection as officers of the Corporation. The executive committee shall keep regular minutes of its meetings and shall present the same to the Board of Directors at the meetings of the Board of Directors.

Section 2 - Nominating Committee. The Board of Directors may appoint a committee to recommend to the Board of Directors nominees for election as directors of the Corporation, subject to the requirements set forth below in Section 6 of this Article VI.

Section 3 - Finance Committee. The Board of Directors may appoint a Finance Committee consisting of such persons as may be appointed by the Board of Directors, subject to the requirements set forth below in Section 6 of this Article VI. The Treasurer shall serve as Chair of the Finance Committee. The Finance Committee shall review the proposed annual budget, provide for an annual audit, provide for a financial progress report at each meeting of the Board of Directors, provide for annual financial report, and make recommendations to the Board of Directors on such budgetary and fiscal matters as may be appropriate.

Section 4 - Membership Committee. The Board of Directors may appoint a Membership Committee consisting of such persons as may be appointed by the Board of Directors, subject to the requirements set forth below in Section 6 of this Article VI.

Section 5 - Other Committees. The Board of Directors may appoint from time to time such other committees to serve such purposes of the Corporation as the Board of Directors shall deem appropriate.

Section 6 - Committee Requirements and Limitations. Notwithstanding any other provision of these Bylaws, the executive committee, nominating committee, and any other committee appointed by the Board of Directors each shall (a) be subject to such limitations as may be imposed by the Board of Directors, these Bylaws, the Articles of Incorporation or applicable law; and (b) include at least two (2) directors of the Corporation.

Article VIII: Contracts, Checks, Deposits, and Annual Audit

Section 1 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2 - Checks and Drafts. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3 - Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4 - Gift. Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5 - Audit. An annual audit of the books, records, and affairs of the Corporation shall be performed by an independent and reputable firm of certified public accountants and a report thereof shall be distributed to the Board of Directors as soon as practicable after completion of the audit.

Article IX: Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of the members, the Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Article X: Liability and Indemnification

Section 1 - Limitation of Director Liability. No director shall be personally liable to the Corporation for monetary damages for breach of his duties as a director except for liability:

A. For any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation;

B. For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or

C. For any transaction from which the director derives an improper personal benefit.

If the Kentucky Revised Statutes are amended after approval of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Section 2 - Indemnification. Each person who is or was a member, director, trustee. or officer of the Corporation, whether elected or appointed, and each person who is or was serving at the request of the Corporation as a member, director, trustee, or officer of another corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person's capacity as a member, director, trustee, officer, or employee or arising out of such person's status as a member, director, trustee, officer; or employee; provided, however, no such person shall be indemnified against any such liability, cost, or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law. Such right of indemnification shall be a contract right and shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification. Any repeal or modification of this Article shall not affect any rights or obligations then existing. If any indemnification payment required by this Article is not paid by the Corporation within 90 days after a written claim has been received by the Corporation, the member, director, trustee, officer, or employee may at any time thereafter bring suit against the corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. The corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the corporation would have the power to indemnify such person against such liability, cost, or expense under the Kentucky Nonprofit Corporation Acts or under this Article, but it shall not be obligated to do so. The indemnification provided by this Article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any Bylaw, agreement, statute, vote of members or Board of Directors, or otherwise. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law.

Article XI: Miscellaneous

Section 1 - Seal. The Board of Directors may adopt a corporate seal.

Section 2 - Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

Section 3 - Amendments to the Bylaws. Amendments to these Bylaws may be adopted by the Board of Directors of the Corporation at any meeting of the Board upon a majority vote of the directors in office. The Board of Directors shall have ten (10) days prior written notice of the proposed Amendments.

Section 4 - Use of the Corporate Name/Logo. Each member in good standing of the Corporation shall be permitted to advertise such fact in the conduct of his business and to display any corporate logo or other trademark as may be adopted by the Corporation for such purpose. No other person or entity shall be permitted to use the name and prestige of the Corporation for his personal benefit, commercial or otherwise, without the express permission of the Board.

Section 5 - Waiver of Notice. Whenever any notice is required to be given to members and/or directors under the provisions of the Articles of Incorporation, these Bylaws or applicable law, a waiver in writing thereof signed by the member(s) and/or director(s), as the case may be, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The above Amended and Restated Bylaws of this Corporation were adopted by the Board of Directors and the Members effective as of the 8th day of December, 1999.