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BYLAWS OF THE FAYETTEVILLE FREE LIBRARY Approved 5/19/09

ARTICLE I. NAME

The name of the Association is the Fayetteville Free Library.

ARTICLE II. PLACE

The Library shall be located in the Fayetteville Free Library Service Area as outlined on the attached map.

ARTICLE III. PURPOSE

The purpose of the Library is to serve the residents of the Fayetteville Free Library Service Area as described in Article II by maintaining a free public library.

ARTICLE IV. MEMBERS

Any resident of the Fayetteville Free Library NYSED Chartered to Serve Area shall be a member of the Association.

ARTICLE V. BOARD OF TRUSTEES

1) The business and affairs of the Association shall be governed by a Board of Trustees consisting of no fewer than five (5) minimum or no more than seven (7) maximum elected persons in agreement with the NYSED Charter.

2) To be eligible for nomination to the board, an individual must reside within the library’s NYSED charter to serve area. In addition, The President may appoint an individual subject to approval of a board majority vote.

3) The trustees of the Association shall be elected at the annual meeting of the membership.

A) The term of office by an elected trustee shall be three years. A trustee shall serve no more than two consecutive terms.

B) The appointment date of a trustee through the following annual meeting shall constitute a year of service regardless of the appointment date.

4) If a vacancy occurs on the Board for any reason other than expiration of term, the President may appoint a successor from a board committee to complete the remainder of the term vacated. The appointment must be approved by the majority of the trustees present.

5) Trustees must be elected from the membership of the Association; individual must reside within the library’s NYSED chartered to serve area.

6) The Executive Director shall be an ex-officio member of the Board of Trustees.

7) Members of the Fayetteville Free Library Board of Trustees shall conform to the basic principles of civil behavior with regard to Library activities. A resolution of removal may be brought against any individual trustee who is believed to have failed to conform with these principles according to the following procedure:

A) An individual trustee or the Executive Director may file a formal written complaint outlining specific incidents alleged to violate this removal bylaw with the President of the Board of Trustees. Once received, the President shall be obligated to review the complaint with the Board Administration Committee Chair for merit and provide the opportunity for the responding trustee to admit or deny the allegations contained therein. If, after the review, the President and Board Administration Committee Chair determine that the complaint does not rise to a violation of this paragraph, the President may dismiss the complaint. If the President and Board Administration Committee Chair find that there is merit to the complaint, the President shall call for a special meeting of the Board of Trustees, which shall be held no more than thirty days after the complaint is filed.

B) All proceedings held under this section shall be held in Executive Session.

C) In determining whether there is to be action taken against a responding trustee under this section, the Board of Trustees may consider both the formal complaint before them and any other allegations of violations of this paragraph, provided the responding trustee has been given notice thereof.

D) After a formal hearing on the complaint, including the opportunity for the responding trustee to present a rebuttal in the matter, the Board of Trustees may vote to dismiss the charges by a majority vote, vote for censure of the responding trustee by a 2/3 vote or vote for removal of the responding trustee by a ¾ vote. If the responding trustee has previously been censured under this bylaw provision, the Board of Trustees shall only consider resolutions calling for dismissal of the charges or removal of the responding trustee. The votes are to take place by formal motion with the first motion being to dismiss the complaint. If the motion to dismiss fails to carry by a majority vote of the Board, a second motion shall be made for censure. If the censure motion fails to carry by a 2/3 vote, the Board shall entertain a final resolution calling for removal of the responding trustee. If the removal motion fails to carry by a ¾ vote, then the complaint is deemed dismissed.

E) In the event that the responding trustee is President, the Vice-President shall act as President for the purpose of this section only. Notwithstanding the pendency of the complaint against the President, the President shall continue to serve as President for all other Board purposes.

ARTICLE VI. TRUSTEES’ DUTIES AND RESPONSIBILITIES

1) The Board of Trustees will appoint a qualified Executive Director and shall ensure that the Library is managed in a manner consistent with established policies and regulations of the New York State Department of Education.

2) The trustees shall develop and approve the policies under which the Library is to be operated.

3) Trustees shall attend a minimum of seven of ten board meetings per year.

4) Trustees shall secure adequate funds to carry out the library’s program.

5) Trustees will report regularly to all stakeholders including the general public.

6) Trustees must participate in trustee orientation and facilitated training prior to their first board meeting and at regularly scheduled times during their tenure for continuing development and education.

7) All new trustees will read, sign and abide by the Fayetteville Free Library trustee code of ethics.

8) Trustees must read and sign off on the Fayetteville Free Library Trustees and Executive Director roles and responsibilities forms.

9) The Library budget shall be drafted by the Executive Director and staff in collaboration with trustees designated by the President.

10) The trustees shall plan for both immediate and long-range Library operations.

ARTICLE VII. OFFICERS

1) The trustees shall elect from their membership a President, Vice-President, Treasurer, Secretary and any other officer(s) the trustees may determine. These officers shall comprise the Executive Committee. The officer’s term shall be one year or until a successor is elected.

2) Officers shall be elected by a Board majority at the first regular meeting following the annual meeting.

3) Officers may be removed from their respective duties at any time during their tenure in office by a majority of the trustees.

4) The President of the Fayetteville Free Library Board of Trustees shall be considered an ex-officio member of all committees.

ARTICLE VIII. MEMBERSHIP MEETINGS

1) The annual meeting of the membership shall be held at a time to be determined by the Board of Trustees. Ten days’ notice of the meeting shall be given by the President or Secretary. Notice shall be given by publication in the Eagle Newspapers or any other newspapers published and circulated generally in Onondaga County. Special meetings of the membership may be called at any time by a resolution of the Board of Trustees.

2) A quorum of the Board of Trustees must be present.

ARTICLE IX. TRUSTEES’ MEETINGS

1) Meetings are typically held ten times per year at dates and times determined by the board. Meetings shall be open to the public as required by the New York State Open Meetings Law.

2) Special meetings may be called by the President or any three trustees.

3) A majority of the members of the Board of Trustees at the time of each meeting shall constitute a quorum for transacting business at regular and special meetings. A majority vote of the members of the Board of Trustees present at regular or special meetings shall be required for approval of any action, except as provided in the following paragraphs:

A) The acquisition or disposition of real property held or to be held by the trustees for the Fayetteville Free Library shall require a three-fourths vote of the trustees present and constituting a quorum at a duly called regular or special meeting of the Board.

B) The annual budget shall require approval of three-fourths of the trustees present and constituting a quorum.

4) Any gathering of trustees to transact or discuss affairs of the Library that is equal to or greater than the quorum specified in ARTICLE IX, section 3, must be adhered to as required by the New York State Open Meetings law. Thus, those types of meetings MUST be advertised in advance and open to the public.

5) Any trustee may appear at a public meeting by means of electronic communication, e.g., conference call. Participating by such means shall constitute presence in person at such a meeting.

ARTICLE X. FINANCES

1) The fiscal year shall begin on January 1.

2) An annual financial review of the books of the Association shall be made by an independent auditor in consultation with the Treasurer and Executive Director. This review shall be presented by the treasurer to the Board during the first quarter of the next fiscal year, to be approved by majority vote.

3) The annual budget shall be prepared by the Executive Director in consultation with the Treasurer no later than October of the current year. At that time both shall confer with the Finance Committee so that the Board may review said budget for further refinements if required for final approval at the December meeting of the Board of Trustees.

ARTICLE XI. PUBLIC COMMENT

The library board of the Fayetteville Free Library welcomes attendance by members of the public at its meetings. Members of the public are encouraged to express their comments during the "Public Comments" portion of the board meeting. In order for the board to conduct the business of the library in an orderly and efficient manner, reasonable controls regulating public comment are necessary. Individuals wishing to be heard by the library board must complete the "Public Comments Sign-in Sheet" and be recognized by the president. After identifying themselves speakers will make comments as briefly as the subject permits: five minutes or less. The board president or board meeting chairman may interrupt or terminate an individual’s statement when it is too lengthy, personally directed, abusive, obscene or irrelevant. The library board will listen to public comments and may ask questions for clarification, but will not engage in discussion or debate. If there is a need for response from the board, it may come at a later time when the board has had time to deliberate the issue, to seek more information, or to review recommendations from the director.

ARTICLE XII. ORDER OF BUSINESS

The order of business shall be as follows:

1) Roll call

2) Approval of minutes of the previous meeting

3) Review of financial reports

4) Report of the President of the Board of Trustees

5) Report of the Executive Director

6) Committee reports

7) Nominations and elections, if any

8) Old business

9) New business

10) Public comment

11) Adjournment

ARTICLE XIII. FILING OF MINUTES

The approved original minutes, signed by the Secretary or Secretary pro tempore, shall be kept in a secure place within the Library. They must be available for inspection upon demand in compliance with FOIL.

ARTICLE XIV. PARLIAMENTARIAN AUTHORITY

"Robert’s Rules of Order" shall prevail regarding questions of parliamentary procedure unless otherwise stipulated in the bylaws.

ARTICLE XV. COMMITTEES

1) The President of the Board shall appoint all committees subject to the approval of the Board.

2) Committee member representation may include any member of the Fayetteville Free Library Association or larger Onondaga County community.

3) Special committees may be appointed by the President to provide specialized knowledge to the Board. Committee members do not have to be members of the Association. The Board must approve the creation and membership of these special committees.

4) Each special committee shall have all the same powers as those of the standing committees.

5) All committee actions are subject to approval by a majority of the trustees.

ARTICLE XVI. EXECUTIVE DIRECTOR

1) The Board of Trustees shall appoint a qualified Executive Director who shall be the executive and administrative officer of the Library.

2) The Executive Director is responsible for administrating the policies and budget of the Library. The Executive Director is responsible for the management of the operations, budget and personnel of the library.

3) The Library budget shall be drafted by the Executive Director and staff in collaboration with trustees designated by the President.

4) The Executive Director or his/her representative shall attend meetings of the Board and its committees as well as any public meetings that may impact the interest of the Library. The Executive Director will report regularly to the board, local government officials and representatives and to the general public.

5) The Executive Director has the right to speak on all matters under discussion at Board meetings but does not have the right to vote.

6) The Executive Director may be invited to executive Board sessions at the discretion of the Board.

ARTICLE XVII. TREASURER

The treasurer shall be responsible for overseeing the organization’s finances. Although responsible for presenting the monthly financial reports at Board meetings, the Treasurer is not the organization’s bookkeeper/accountant.

ARTICLE XVIII. AMENDMENTS

The bylaws may be repealed or amended by a two-thirds vote of the full Board at a regular Board meeting. Proposed changes may go into effect immediately upon Board approval but must be presented for final approval by the membership at the next annual meeting.

ARTICLE XIX. DISSOLUTION

The Association may be dissolved by a two-thirds vote of the full Board at a special meeting called for that purpose. The proposal for dissolution of the Library shall be presented in writing at a regular or special meeting of the Board at least four weeks before the meeting at which it is to be considered.

ARTICLE XX. INDEMNIFICATION OF TRUSTEES

The Association shall carry in force an Officers and Directors Liability Insurance Policy to protect itself and any trustee, officer, employee or agent of the Board against any expense, liability or loss incurred by them if they are made a party to any action or proceeding involving the lawful execution of their duties, if they acted in good faith for a purpose that they reasonably believed to be in the best interests of the Board. The Association shall further indemnify its officers, trustees and employees to the fullest extent of the law for any liability above and beyond the limit of the Liability Insurance Policy.

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