| By-Laws Article
I (Name and Location)| Article II (Purpose of the Library)|
Article III (Board of Trustees)| Article IV (Officers)|
Article V (Membership of the Corporation)| Article VI
(Library Director)| Article VII (Committees)| Article
VIII (Friends)| Article IX (Amendment of Bylaws)|
ARTICLE I
NAME AND LOCATION 1.01
The Name of the Corporation shall be The New Canaan Library, Inc.
1.02 The
principal office of the Corporation shall be in New Canaan, Connecticut. ARTICLE
II
PURPOSE OF THE LIBRARY 2.01 The New
Canaan Library, Inc. shall promote and serve the individual's right to know and
encourage personal pursuit of knowledge by providing free and convenient access
to books and other resources for information, education and the enrichment of
life. ARTICLE III
BOARD OF TRUSTEES
3.01
The affairs of the Corporation shall be conducted by a Board of Directors (hereafter
referred to as Board of Trustees and Directors are referred to as Trustees), consisting
of not less than nine nor more than eighteen members. Trustees shall be residents
of the Town of New Canaan at all times during their respective terms and shall
be elected by the members of the Corporation for three-year terms (except the
President of the Friends), with the terms so arranged that one-third of the membership
is subject to election each year.
3.02 The Board of Trustees may fill any
vacancy in its membership at any time. The vacancy may be filled by the vote of
a majority of the then acting Trustees at a regular or special meeting of the
Board of Trustees. A person so designated shall serve until the next annual meeting
of the Corporation when the balance of the unexpired term, if any, shall be filed,
in addition to the annual election of the one-third membership of the Board of
Trustees.
3.03 The Nominating Committee shall propose members for the Board
of Trustees. Trustees are selected for their ability and willingness to participate
regularly in fulfilling responsibilities of the Board of Trustees.
3.04 At
its meeting following the annual meeting of the Corporation, the Board of Trustees
shall elect the President of the Friends of the Library to serve on the Board
of Trustees for a one year term.
3.05 A Trustee shall serve for the terms
for which elected and until a successor has been elected and qualified.
3.06
The Board of Trustees shall provide an orientation and a continuing education
program for all Trustees that addresses library goals, facilities, programs and
the financial and administrative operations of the Library.
3.07 A Trustee,
other than the President of the Friends of the Library, may not be elected to
serve more than two consecutive three-year terms, except that a person elected
to complete an unexpired term of (a) eighteen months or less may serve that term
and two additional successive three-year terms, or (b) more than eighteen months
may serve that term and on additional successive three-year term. Thereafter,
a person may not serve again as a Trustee until twelve months have passed.
3.08 The Board of Trustees shall hold a regular meeting each month, with the exception
of August and at such other times as the Board of Trustees shall determine.
3.09 Special meetings may be called by the President, or in the absence of the
President, by a Vice President. In addition, special meetings must be called if
requested by three members of the Board of Trustees.
3.10 Notice of the time,
place and purpose of each regular or special meeting shall be given to each Trustee
by mail not less than five, or by telephone or in person not less than three days
before the meeting. The failure to give timely notice of any meeting, or to state
the purpose thereof, shall not invalidate the proceedings of the meeting if the
proceedings are ratified at a subsequent meeting held with timely notice.
3.11 At all meetings of the Board of Trustees, the President, or in the absence
of the President, a Vice President, shall preside. In the absence of the President
and of the Vice President, a Chairman may be chosen by the Trustees present.
3.12 A majority of the Board of Trustees shall constitute a quorum at all its
meetings. All moved issues shall, except as otherwise provided by law, be determined
by the affirmative vote of a majority of the Trustees at a meeting at which a
quorum is present.
3.13 At all meetings, the order of business shall be as
the Trustees may determine.
3.135 Notwithstanding Sections 3.08 through 3.13 of these Bylaws, a meeting of the Trustees may be held by email on a single Motion at the direction of the President, the Vice President, or any three Trustees, as follows: A single Motion shall be emailed to all Trustees at their established email addresses. The email Motion shall contain a copy of these rules. The Motion may be seconded, discussed and voted on by email. All such emails must be sent to all Trustees and shall bear the same “Subject” line as the original Motion. Until the Motion is passed, any vote may be changed and any Trustee may terminate the email meeting without a decision by requesting that the Motion be deferred to an actual meeting of the Board. The Motion shall be passed either (a) when all Trustees have unanimously so voted, or (b) at such time after noon of the third calendar day following the day the Motion was sent as a quorum of Trustees has unanimously so voted. A record of all emails constituting the Meeting shall be kept by the Secretary and maintained in the Library’s permanent Minutes file.
3:14 Honorary membership on the Board of Trustees may be conferred on persons who have made expecially meritorious contributions to the purposes of the Corporation. The Board of Trustees shall appoint individuals to honorary membership for such terms as it deems appropriate. The number of Honorary Trustees shall not be limited. Honorary Trustees may not be charged with responsiblities pertaining to the affairs of the Corporation. They may be invitied to attend meetings, but not to vote.
3:15 The trustess may elect an Advisory Board of former Library Board members and/or persons who have given extraordinary service to the Library, or have particular expertise to share with the Library, or haven been significant donors to the Library. Advisory Board members serve both as an honor and to assist the Lbrary Board with special assigments, continuity of management, fundraising, community relations, and projects requiring special expertise. The number of members shall not exceed ten.
3:16 Advisory Board members shall be invited to attend all Board of Trustees meetings they wish, but will have no vote. Advisory Board members may serve on any Library Board Committee where there is appropriate expertise. Other responsibilities may include help with Annual Appeal notes, volunteering time and talents in major fund drives and other large events and availability for troubleshooting on request. There will be one required annual event with the Library Director and officers to stay current with Library objectives and to brainstorm. The President is the Library Board's liaison to the Advisory Board.
3:17 Advisory Board members will be nominated by the Nominating Committee for election by the Library Board. Former trustees are eligible for advisory board membership three months after leaving the Library Board. Membership on the Advisory Board will be for a term of six years.
3.18
Any member of the Board of Trustees may be removed, with or without cause, by
the affirmative vote of at least two-thirds of the then total number of Members
of the Board of Trustees, at a duly convened meeting of the Board of Trustees,
notice of which shall have specified that the removal of a therein-named Member
of the Board of Trustees is one of the purposes of the meeting. 3.19 The
First Selectman of the Town of New Canaan shall be an ex-officio member of the
Board of Trustees. (Approved by Board of Trustees, November 13, 1997.) ARTICLE
IV
OFFICERS 4.01 Officers shall consist
of a President, one or more Vice Presidents, a Secretary, a Treasurer, all of
whom must be Trustees. The Trustees may elect other officers who need not be Trustees.
Officers are elected by the Board of Trustees at is meeting following the annual
meeting and shall hold office until the next annual meeting or until a successor
is elected. Officers may be reappointed by the Board of Trustees for more than
one term. The Board of Trustees may fill a vacancy in any office at any time.
The Board of Trustees may remove any officer at any time, with or without cause.
4.02 The President shall be the chief executive officer of the Corporation,
preside over its meetings and those of the Board of Trustees, and shall have such
other duties as these bylaws, the Board of Trustees, or law shall require.
4.03 The Vice President shall assist the President in performing the President's
duties. In the absence or disability of the President, the Vice President shall,
and in the case of more than one Vice President shall jointly, have the powers
of the President and perform the President's duties, except to the extent the
Board of Trustees may otherwise determine.
4.04 The Secretary shall keep
records of the votes and proceedings of all meetings of the Corporation and of
the Board of Trustees. The Secretary shall be responsible for transmission of
all required notices to Members of Corporation and the Board of Trustees.
4.05 The Treasurer shall require that all funds received and disbursed by the
Corporation are properly recorded on its books and records and that appropriate
financial statements and data are timely prepared and distributed to the Board
of Trustees.
4.06 All checks, drafts, notes and obligations of the Corporation
shall be signed or countersigned or endorsed by the Treasurer, President, Vice
President, Secretary or such other officers as the Board of Trustees shall designate
or the President of the Friends of New Canaan Library or the Library Director,
except as their authority is limited or defined by the Board of Trustees. All
securities belonging to the Corporation shall be deposited or held subject to
the order of the Treasurer, who shall act in accordance with the directives of
the Board of Trustees. All funds of the Corporation shall be deposited in one
or more banks, trust companies or financial institutions designated by the Board
of Trustees.
ARTICLE V
MEMBERSHIP OF THE CORPORATION
5.01
For purposes of these bylaws, the membership of the Corporation shall consist
of all individuals who shall have made for the current membership year a contribution
of time, money or property to the library. Membership shall not include any share
in the assets of the Library.
5.02 The membership may be divided into classes,
each of which shall require the contribution of such amount as the Board of Trustees
shall from time to time determine. All classes of membership shall have the same
rights and privileges, except as otherwise determined by the Board of Trustees.
5.03 Fifteen Members shall constitute a quorum at all meetings of the Members
of the Corporation. All adult Members present in person shall be entitled to vote.
All moved issues shall, except as other wise provide by law, be determined by
the affirmative vote of a majority of the Members at a meeting at which a quorum
is present.
5.04 The annual meeting of the Members of the Corporation shall
be held in July***.
ARTICLE VI
LIBRARY DIRECTOR 6.01
The Board of Trustees shall, either annually, or in the event of a vacancy, appoint
a Library Director who shall be in charge of the administration of the Library
under the direction of, and in accordance with the job description approved by,
the Board of Trustees. The Library Director shall be responsible to the Board
of Trustees for the maintenance and selection of the collection, operation of
the Library within the limitations of the budget, employment and direction of
the staff, proper care of the building and equipment, and enforcement of such
rules as may be adopted for the use of the Library. The Library Director shall,
unless excused by the Board of Trustees, attend all meetings of the Corporation
and of the Board of Trustees. ARTICLE VII
COMMITTEES 7.01
Annually, the President, with the approval of the Board of Trustees, shall appoint
the following standing committees.
7.02 Executive Committee of not less than
three nor more than five persons, all of whom shall be Trustees. It shall exercise
the powers of the Board of Trustees between its meetings.
7.03 Finance Committee,
which shall supervise all of the finances of Corporation, both in connection with
regular operations and with the invested funds of the Library. It shall also arrange
for an annual review of the accounts of the Corporation by such certified public
accountants as shall be designated by the Board of Trustees. It shall prepare
and present to the Board of Trustees for approval, the budget to be submitted
to the Town of New Canaan and shall see that such budget is properly submitted.
When the amount of the Town of New Canaan's contribution is known, the Finance
Committee shall present a final budget to the Board of Trustees. for approval.
The Treasurer shall be a member of the Committee.
7.04 Development Committee,
which shall be charged with the responsibility of maintaining the membership records,
promoting new memberships, soliciting annual contributions for the Annual Appeal
and for capital and endowment contributions.
7.05 Personnel Committee, which
shall be responsible for oversight of polices and procedures relating to employment
and for recommending changes to such policies and procedures to the Board of Trustees.
7.06 Nominating Committee, which shall submit annually to the Board of Trustees
a slate of Trustees to be elected at the annual meeting of the Corporation. This
slate shall be submitted to the June meeting of the Board of Trustees for its
approval. At the same meeting of the Board of Trustees, the Nominating Committee
shall submit a slate of officers to be elected at the Board of Trustees meeting
following the annual meeting. At the request of the President, the Nominating
Committee will furnish nominations to the Board of Trustees for filling vacancies
in its membership, among the officers or on standing or special committees. These
nominations shall be acted on at the meeting following the meeting at which they
are submitted. The President shall not serve on the Nominating Committee nor shall
any member participate in his or her own nomination
.
7.07 Building and Grounds
Committee, which shall have general supervision of the Library's building, equipment
and grounds and of any other buildings or rooms used or owned by the Library
.
7.08 Technology Committee, which shall advise the Board of Trustees concerning
new forms of technology for library operation and the storage of, and access to,
information and make recommendations concerning the acquisition of such technology.
7.09 The Board of Trustees or the President may from time to time appoint
Special Committees. The Board of Trustees or the President may confer upon and
assign to these Special Committees powers and duties consistent with the laws
of the State of Connecticut and with these bylaws. Each Special Committee shall
be subject to the control and direction of the Board of Trustees and shall consist
of such number of Members of the Corporation as the Board of Trustees shall determine.
7.10 Each committee shall be subject to the control and direction of the
Board of Trustees. Except as otherwise provided in these bylaws, at least one
member of each committee shall be a Trustee. Each committee may make rules for
its procedures not inconsistent with these bylaws.
7.11 The President shall
appoint the Chairman of each committee. All vacancies occurring on any committee
shall be filled by the President, with the approval of the Board of Trustees at
either a regular or special meeting.
ARTICLE VIII
FRIENDS 8.01
The Board of Trustees may establish an organization known as Friends of the Library.
Membership shall be open to all Members of the Corporation in good standing who
wish to participate in any of the activities referred to in Section 8.02 of these
bylaws.
8.02 The function of the Friends of the Library shall be to encourage,
organize and coordinate the voluntary participation of its membership in such
educational, cultural and recreational activities and events as it shall initiate
in coordination with the Library Director and with the approval of the Board of
Trustees. Where appropriate, the members may also assist the Library staff in
projects suited to members' skills. ARTICLE IX
AMENDMENT OF
BYLAWS 9.01 These bylaws may be repealed,
altered or amended at a regular annual meeting of the Corporation. A description
of the proposed amendments shall be provided in the notice of the annual meeting.
9.02 The bylaws may be repealed, altered or amended at a regular or special
meeting of the Board of Trustees. All amendments the Board of Trustees adopts
shall be subject to ratification at the next regular meeting of the Corporation.
As adopted by Board of Trustees 7/15/97
Amended 10/08/02
|
