ARTICLE I - NAME AND ORIGIN
The name of this corporation is the Monroe Free Library ("Library"). The principal location of the Library is 44 Millpond Parkway, Monroe, Orange County, New York 10950. The Library is chartered by the Board of Regents of the University of the State of New York as a free association library. Its Provisional Charter was issued by the Board of Regents on June 23, 1908; its Absolute Charter was granted on April 18, 1941 and amended on October 22, 2013. Pursuant to the Amended Charter, the Board of Trustees governing the Library can consist of a range of 5 - 25 Trustees. The service area of the Library consists of the residents of the Villages of Monroe and Harriman, and the residents of the Town of Monroe, excluding the residents of the Village of Kiryas Joel, who are over the age of 18. The Internal Revenue Service has determined that the Library is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
Revision approved 08/2016
ARTICLE II- PURPOSE
The Monroe Free Library aims to provide, to the residents of the Town of Monroe, in a responsive and proficient manner, open, timely, and equal access to information and ideas for every level of interest and ability from a variety of perspectives and formats.
The mission of the library is to support formal and lifelong independent learning, to enrich the quality of life and to provide materials and services necessary for supporting these ends.
ARTICLE III - THE BOARD OF TRUSTEES
Section 1. Trustees
The Board of Trustees of the Monroe Free Library shall consist of twelve persons, four of whom shall be elected to three year terms by vote of the Trustees of the Monroe Free Library at the annual meeting to be held on the second Monday of January each calendar year. Ten of those eligible to serve on the Board of Trustees must be residents of the Town of Monroe who possess a valid Monroe Free Library borrowers cards and are themselves of legal voting age. Trustee candidates who are not residents of the Town of Monroe will be considered for membership on the Monroe Free Library Board of Trustees if they possess outstanding qualifications, possess a valid RCLS borrowers' card, and have previously demonstrated dedicated service to the Library. No more than two trustees may be non-residents.
Section 2. Associate Trustees
In order to encourage community involvement and provide an active role for prospective trustees, up to six (6) persons can be elected as associate trustees who will serve with the same responsibilities as trustees but without voting privileges on Board motions/elections. However, they can vote in their respective committees.
An associate trustee will serve a 3-6 month probationary period. The Board can, after 3 months, make a determination to either, discontinue the probationary period and make the associate a full trustee, or to remain a probationary associate trustee. If there is a trustee vacancy, the associate can move into that trustee position with a vote of the majority of present trustees. If the initial vote is not a majority, the associate trustee will remain on probation for another 3 months. After the full 6 month probationary period, the associate trustee must receive a majority of present Board trustees to remain on the board as an associate trustee or as a full trustee if there is a vacancy.
Revision approved 11/2015
Section 3. Terms
The full term of service for each trustee elected in the annual election shall be three years. Should a trusteeship be vacated before that trustee's full term has expired, the remaining term of office shall be filled by a new trustee elected by simple majority vote of the Board of Trustees after due consideration of recommendation made by the nominating committee. If there are insufficient Trustees to form a quorum + 2 as a result of the resignation or death of one or more Trustees, at that time, the remaining Trustees may wave the six (6) month probationary period for Associate Trustees, and may vote to appoint them to full Board Trustees before the probationary period has been completed, requiring a majority vote.
Revision approved 09/2012
Section 4. Absenteeism
If a trustee has three unexcused absences in a twelve month period, that trusteeship will be declared vacant. Excused absences, as established by the Library Board, shall be defined as absences related to illness, extenuating issues, or job-related circumstances. Board members must notify the Board President or the Library Director with the reason for their absence to request an absence be considered excused.
Revision approved 06/2010
Section 5. Vacant Trustee Position
If a trustee position becomes vacant, the vacancy will immediately be posted on the front door of the Library, in the Photo News and on the Library's website. Anyone who expresses an interest in becoming an associate trustee will be directed to the Reference Desk where contact information will be taken for submission to the Chair of the Board's Nominating Committee. The interested party will be contacted by the Committee Chair to discuss the requirements of the position. The prospective associate trustee will then submit a letter of interest and a resume to the Chair who will then circulate the information to the full Board. The interested party must attend one full Library Board meeting and then will be required to contact the Chair of the Committee to discuss any issues identified at the meeting or other general questions. The prospective associate trustee will attend the next Board meeting and an interview by the trustees will be carried out followed by a secret ballot. A majority of present Board trustees is required.
Revision approved 11/2015
Section 6. Removal of Trustees
A Trustee who misses three (3) Board meetings in any calendar year shall be subject to removal.
In addition, pursuant to NY Education Law Section 226, subdivision 8, a Trustee may be removed for misconduct, incapacity, neglect of duty or refusal to carry into effect the Library's educational purpose.
This policy sets forth the procedures to be followed in the event that the Board seeks to remove a Trustee for any of the reasons set forth above.
1. A Trustee may be removed from office for attendance reasons specified above or pursuant to NY Education Law Section 226, subdivision 8, only by vote of not less than a majority vote of the entire Board passed on a resolution to remove such person from office as a board member and to declare the office of such board member vacant. Any such resolution shall be based on a written complaint setting forth the factual basis for removal.
2. A member of the Board of Trustees who is the subject of a proposed resolution of the Board for removal from office shall be entitled to written notice, which shall include a copy of the complaint and which shall be delivered at the last known address of such board member by first class mail and also by certified mail return receipt requested not less than seven (7) days prior to the date of the meeting at which such resolution is to be considered.
3. Before the Board of Trustees votes on the proposed resolution, the board member at issue shall be entitled to present arguments in opposition of the resolution to remove prior to consideration of the resolution by the Board of Trustees.
4. Alternatively, the board member who is subject of such proposed resolution may resign in lieu of the Board voting upon the resolution.
Revision approved 08/2016
Section 7. Recusals
A trustee shall recuse himself/herself from any vote having effect in any way upon the interest of that trustee or any member of that trustee's family.
Section 8. Conduct
Though not necessarily an ethical or legal issue, "appropriate and professional" behavior by board members is every trustee's concern and responsibility. You reflect the library to the community. The most successful boards have a positive culture of mutual respect and understanding. When any member acts in a manner that is not in the best interests of the library or in the cooperative nature of the board, the Board President should discuss the issue with the trustee in a direct and constructive manner.
Approved 04/ 2011
Section 9. Executive Sessions
A member of the Board may make a motion that the Board of Trustees enter into executive session, following the procedures specified in Section 105 (below) of the NYS Open Meeting Law, which outlines the conduct of executive sessions. A statement of purpose must be made at the time of the motion that falls into one of the topics of discussion as defined in Section 105.
- The motion to go into an executive session must then be seconded and put to a vote. An executive session can only be convened by a majority vote of eligible members present AFTER a properly convened open meeting.
- Because of the confidential nature of the matter being discussed, only Trustees, Associate Trustees and guests explicitly invited to attend by the board ( again by a majority vote) may be present during discussions at an executive session.
- The purpose of executive session is to allow frank discussion among board members of the specified subject matter. It is NOT a means to avoid public discussion of controversial issues, or hiding conflicts among members.
- No action by formal vote shall be taken to appropriate public moneys.
- Recording Secretary will record in the minutes only proposals which result in a formal vote and a summary of the final determination of said proposal (it is understood that it is not necessary for this summary to include any matter that is not required to be made public by the Freedom of Information Law).
§105. Conduct of executive sessions.
l. Upon a majority vote of its total membership, taken in an open meeting pursuant to a motion identifying the general area or areas of the subject or subjects to be considered, a public body may conduct an executive session for the below enumerated purposes only, provided, however, that no action by formal vote shall be taken to appropriate public moneys:
a. matters which will imperil the public safety if disclosed;
b. any matter which may disclose the identity of a law enforcement agent or informer;
c. information relating to current or future investigation or prosecution of a criminal offense which would imperil effective law enforcement if disclosed;
d. discussions regarding proposed, pending or current litigation;
e. collective negotiations pursuant to ARTICLE fourteen of the civil service law;
f. the medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation;
g. the preparation, grading or administration of examinations; and h. the proposed acquisition, sale or lease of real property or the proposed acquisition of securities, or sale or exchange of securities held by such public body, but only when publicity would substantially affect the value thereof.
ARTICLE IV - OFFICERS
Section 1. Officers
The officers of the Board shall be President, Vice-President, Treasurer, Recording Secretary and Corresponding Secretary.
Section 2. President
A. Chair all regular and special meetings of the Board.
B. Execute all documents authorized by the Board.
C. Provide an agenda for all Board meetings.
D. Authorize call for any special meeting as directed by the by-laws.
E. Appoint Trustees to standing committees coinciding with the calendar year. The appointments should be available at the beginning of the regular January meeting.
F. Ex-officio member of all standing committees.
Section 3. Vice-President
A. Perform presidential functions when the President is unavailable.
B. Assume presidency if President is unable to complete her/his term. The Board will then immediately elect a new Vice-President.
C. Co-ordinate peer mentoring for all new trustees.
D. If the Secretary is absent, the Vice President will record minutes for that meeting.
Revision approved 02/2010
Section 4. Treasurer
A. Work closely with the Director in all fiscal matters.
B. Oversee receipt of annual funds from town clerk for taxes collected on behalf of the library.
C. Present monthly budget and net worth reports to the full board.
D. Supervise cash flow.
E. Chair Finance Committee
Revision appr oved 01/20 10
Section 5. Recording Secretary
A. Record minutes at regular and special meetings and distribute copies of said minutes to the Trustees before the next scheduled meeting. The original should be given to the Director for permanent file.
B. Maintain on permanent file in the library, a copy of minutes, correspondence, librarian's reports or any other pertinent correspondence or report relevant to the Board of Trustees or the Monroe Free Library.
C. Any official documents calling for the signature of the Secretary of the Monroe Free Library Board will be signed by the Recording Secretary.
Revision approved 02/2010
Section 6. Corresponding Secretary
A. Provide necessary correspondence and/or signatures as directed by the Board.
B. As soon as possible after each regular meeting of the Board of Trustees, provide by email to all trustees a summary of the meeting. This will not replace the official minutes, but rather provide information to members who did not attend and reminders to all.
C. In the absence of the Recording Secretary, record minutes at regular and special meetings and distribute copies of said minutes to the Trustees before the next scheduled meeting. The original should be given to the Director for permanent file.
D. If there is no Corresponding Secretary, the duties of the Corresponding Secretary may be combined with the duties of the Recording Secretary.
Revision approved 02/2010
Section 7. Election
The executive officers shall be elected from among the Board of Trustees at the first regular meeting in each calendar year and shall remain in office until their successors are elected.
Section 8. Term
The term of office for executive officers shall be for one year, coinciding with the calendar year.
ARTICLE V - COMMITTEES
Section 1. Committees
Board committees manage a specific function or have a finite set of tasks to address. Committees defined further in this ARTICLE are standing committees and have been formed to handle ongoing, major activities within the Library. For short-term projects, the board may establish an ad hoc committee. Committee chairs should report on their committee's work at every board meeting and must submit an annual summary at the Annual Meeting in January of each year.
Section 2. Term
There shall be standing committees, appointed by the President for one (1) year, coinciding with the calendar year. Each standing committee will be headed by a chairperson whose normal length ofservice in that capacity will be one (1) full year subject to renewal at the beginning of the following year.
Revision approved 05/2010
Section 3. Responsibility
The committees shall report at the regular monthly meetings on each principal area of responsibility.
Section 4. Co-Chair
Each chairperson will be required to name a co-chair who will serve as chair if for any reason the chair is unable or cannot fulfill their duties.
Revision approved 05/2010
Section 5. Executive Committee
There will be an Executive Committee that will consist of the officers. The executive committee has the authority to handle any situation with urgent circumstances or transact any emergency business within the lawful authority of the Board. The Executive Committee must report any business transacted or decisions made in the absence of the full board to the full board at the next regularly scheduled meeting, or as soon as possible if circumstances warrant. Revision approved 12/2010
Section 6. Library Operating Committee
A. Define and supervise library operations, personnel policy and procedures. B. Maintain an efficient physical layout. C. Develop and research more efficient means of conducting library operations. D. Review tentative budget with the Finance Committee and the Library Director; presentation to full board will follow for final budget approval. E. Conduct an annual performance review of the Library Director.
Revision appro ved 01/2010
Section 7. Finance Committee
A. Review and evaluate annual budget. Any reproduction, republication, or other use of all or any part of the Annual Repo1t must be reviewed and approved by the finance committee and reported at the next regular board meeting to be reflected in the minutes. B. Review tentative budget with the Library Operating Committee and the Library Director; presentation to full board will follow for final budget approval. C. Consult with Director to review investments quarterly. D. Review external audit.
Revision approved 03/20 11
Section 8. Public Relations Committee
A. Inform governmental agencies and special interest groups of library services, objectives, etc. via personal appearances at meetings and functions. B. Work with appropriate Library staff and/or outside consultants to promote and publicize the Library. C. Obtain citizen support for library development. Interface with Long Range Planning Committee and Fund Raising Committees.
Section 9. Building and Grounds Committee
A. Supervise maintenance and cleaning of building and building equipment. B. Monitor building operations, heat, air conditioning, lighting and other building services. C. Oversee landscaping and care of grounds.
Section 10. Fund Raising Committee
A. Explore and encourage sources of funding, private, local, state, federal. B. Participate in all fund-raising activity as appropriate. Coordinate these efforts with other adjunct library organizations, e.g. "Friends of the Library" when necessary. C. Spearhead and implement library endowment programs . D. Coordinate and implement Annual Fund Raising Activities.
Section 11. Grants Committee
Research and apply for funding and other services through grants from government, business, and private sources.
Section 12. Long Range Planning
Committee Develop and implement plans for the physical growth of the Library and its impact on the community, environment, and budgetary resources.
Section 13. Nominating Committee
The nominating committee shall consist of no less than three (3) Tmstees and will be appointed by the President in October of each year. A. Develop criteria for qualification s of Trustees considering the candidates' broad diversity of personal expe1ience and business acumen. B. Propose candidates to fill vacated or expired terms as needed. C. Submit at November meeting a proposed slate of candidates for Trustees and Officers for discussion and for approval at December meeting. Present slate at annual meeting. Additiona l nominations may be made from the floor at that time. D. Rep01t monthly those Trustees who have unexcused absences recorded for three meetings during a twelve month period. The Nominating Committee shall contact the Trustee and inquire as to his/her continuing interest in serving the Library. Continuing absence at this point will result in forfeiture of the Trusteeship. E. Coordinate the annual budget petition drive.
Revision approved 06/2010
Section 14. By-Laws Committee
A. Maintain and review by-laws annually. B. Keep current information on any changes and/or additions in law that might affect the library's operation. C. Develop or maintain statements on censorship and "Freedom to Read".
Section 15. Audit Committee
The library's accounts shall be audited annuall y by a certified pu blic accountant to be designated by the Board of Tmstees. The President will annually appoint up to five (5) individuals to serve on an Audit Committee. The audit committee shall be responsible for: A. Ensure the auditing finn has the requisite skills and experience to carry out the auditing function for the organization and that its performanc e is carefully reviewed . B. Meet with the auditor, review the annual audit and recommend its approval or modification to the full board. C. The audit committee shall review the annual Report before it is submitted to RCLS and New York State. The full board should review the annual audit and the audit committee's report and recommendations. The full board should also desire to meet with the audit before formally accepting or rejecting the audit. Revision approved 04/ 2011
ARTICLE VI - DIRECTOR AND STAFF
Section 1. Appointment of Library Director
The Director shall be appointed by the Board and shall be the executive director of all policies adopted by the Board. The duties and responsibilities of the Director shall be as stated in the cmTent job description approved by the Board of Trustees.
ARTICLE VII - MEETINGS
Section 1. Annual Meeting
The annual meeting shall be held the second Monday in January at 8:00 p.m. in the Library dming which officers and trustees for the ensuing year shall be elected. Each trustee of the Monroe Free Library shall have one vote for each vacancy. Additionally, annual reports by the chair or co-chair of each committee shall be rendered.
Revision approved 12/2010
Section 2. Regular Meeting
Regular meetings shall be held on the second Monday of each calendar month at 8:00 p.m. in the Library. If said second Monday of the month falls on a legal or religious holiday, the meeting will be held on the third Monday of the month, or at such other time and place as the Board may determine.
Revision approved 10/2010
Section 3. Special Meeting
Special meetings may be held at any time at the call of the President or Vice-President or at the call of any three trustees of the Board provided that notice thereof be given to all Trustees at least twenty-four hours in advance of the special meeting.
Section 4. Minutes
The minutes of all regular, committee, annual or special meetings called by the Board shall reflect Board member attendance. The absence; i.e., excused absence or non-excused absence, shall be noted in the attendance section of the minutes of all Board meetings .
Revision approved 06/2010
Section 5. Quorum
A meeting shall not be called to order unless there is a quorum. A quorom shall consist of seven Trustees.
Section 6. Parliamentary Procedure
Robert 's Rules of Order shall govern the parliamentary procedure of the Board.
Section 7. Order of Business
The order of business at all annual meetings of the Board shall be as follows:
Call to Order and Pledge of Allegiance
Disposition of Minutes of Previous Annual Meeting
Presentment of Slate of Trustees and Election
Presentment of Slate of Officers and Election
Annual Summary Reports of Standing Committees
The order of business at all regular meetings of the Board shall be as follows:
Call to Order and Pledge of Allegiance
Disposition of Minutes of Previous Meeting Communications
Report of Director
Report of Treasurer
Reports of Standing Committees and Friends
Organization Reports of Special Committees
Good and Welfare
Call for Adjournment
Revision approved 09/2 012
ARTICLE VII - AMENDING THE BYLAWS
Section 1. Presentation and approvals
Amendments to these By-Laws may be proposed at any regular meeting but become effective only after a majority vote at the subsequent regular meeting.