RAPID CITY PUBLIC LIBRARY
AND
The Rapid City Public Library (RCPL) and the Rapid City Public Library Foundation (RCPLFN) shall create a joint linking agreement that defines the working relationship and goals between both organizations.
Therefore, the following resolution is recommended for approval:
WHEREAS RCPL and the RCPL Foundation agrees to create a joint linking agreement, and
WHEREAS RCPL and the RCPL Foundation agree to the term and the RCPL Foundation agree to the ownership and use of assets, the joint policy for gift acceptance, the earnings distribution and reinvestment priorities, and
WHEREAS RCPL and the RCPL Foundation agree to the governance autonomy of each organization, and
WHEREAS RCPL and the RCPL Foundation agree to adhere to their respective governance documents to assure that they are in concert with, rather than in conflict with, and
WHEREAS RCPL and the RCPL Foundation agree to approve a joint operating agreement,
THEREFORE BE IT RESOLVED that the attached Linking Agreement is recommended for approval.
RAPID CITY PUBLIC LIBRARY
and
LINKING AGREEMENT
This AGREEMENT made this _______________________, by and between Rapid City Public Library (hereinafter referred to as “RCPL”) and Rapid City Public Library Foundation (hereinafter referred to as the “RCPLFN”), both not-for-profit corporations incorporated in the State of South Dakota.
WHEREAS the role of the RCPL is to provide and through them, enrich the community served, and
WHEREAS together RCPL and RCPLFN are to work harmoniously and for the mutual benefit of both organizations to support the fulfillment of their roles by coordinating in the areas of (1) management and administration, (2) marketing, (3) operations, (4) sharing of donor and prospective donor data, (5) donor recognition, (6) volunteer recruitment, utilization and recognition, (7) minimizing any competition or conflict between fund raising efforts and (8) ensuring that any donor restrictions are honored.
WHEREAS the role of the RCPLFN is to solely and exclusively to support and benefit RCPL by: (1) fund costs as approved by the RCPLFN Board in the annual operating budget (2) increase Foundation funding to enhance RCPL services and build the Endowment, and (3) to provide support for library programming and public awareness for Foundation fundraising
NOW, THEREFORE , in consideration of the mutual covenants
and agreements herein contained, the parties hereto do and hereby agree as
follows:
I.
Term of Agreement
This Agreement shall be in effect from _______________________, and shall renew automatically at the beginning of each calendar year. Any amendments to this Agreement shall be made per the provisions in section VIII.
II. Purpose of Agreement
The linking agreement communicates the overall objectives of the RCPLFN through certain relevant governance philosophies and establishes the basis for a working relationship between the RCPL and RCPLFN. It also addresses priorities for funding distribution.
III. Ownership of Foundation’s Assets
Any future unrestricted gifts to the RCPLFN will be used to towards Library priorities as designated by the Trustees and will be distributed according to the agreed upon policies.
Any future restricted gifts will be owned by RCPLFN and will be managed and distributed according to such donor restrictions as designated by the Library Donation Policy.
IV. Earnings
Distribution/Reinvestment Priorities
Restricted Gifts
Distributions from contributions with donor restrictions will be distributed in a manner consistent with such restrictions.
Unrestricted Gifts
It is the intent of RCPLFN to make annual distributions to RCPL as of December 31, for a minimum of ___% of the RCPLFN operational costs. If circumstances warrant, RCPLFN may distribute an amount less than or more than ____%, subject to approval by the Library Trustees of both RCPL and RCPLFN.
V. Governance
The RCPL and RCPLFN shall maintain their own autonomy and governance
through their respective Boards of Directors and will operate under their own separate Articles of Incorporation and Bylaws.
VI. Governance Documents
Both RCPL and RCPLFN will ensure that their Articles of
Incorporation and Bylaws will materially reconcile with the Articles of
Incorporation and Bylaws of the other organization.
VII. Reporting
The RCPLFN will make regular reports to RCPL Board of
Directors on the activities of the
RCPLFN and its financial status.
VIII. Conflict Resolution
In the event that a conflict arises between RCPL and RCPLFN that cannot be resolved through the standard policies and procedures, an Ad Hoc Committee will be formed to establish resolution. This Committee will consist of the Chairs of both Boards of Directors, the RCPL Director and at least one other Board member from each organization, appointed by their respective Board Chairs. The Committee may, where appropriate, seek legal counsel. Any recommendations made by this Committee to resolve the conflict must be approved by the RCPL Board of Directors.
IX. Changes to Agreement
Any changes to the Agreement must be made in writing and approved by the Board of Directors of both RCPL and RCPLFN.
Approved by the
Signed: ______________________________________________
Chair
Approved by the
Signed: ______________________________________________
Chair