BYLAWS OF THE FAYETTEVILLE FREE LIBRARY
Amendments 9/22/2014 subject to Article XVIII June 2015 Approval
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) 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.
3) If a vacancy occurs on the Board for any reason other than expiration of term, the President may appoint a successor to complete the remainder of the term vacated. The appointment must be approved by the majority of the Trustees present.
4) Trustees must be elected from the membership of the Association; individual must reside within the library’s NYSED chartered to serve area.
5) The Executive Director shall be an ex-officio member of the Board of Trustees.
6) 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 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 determine that the complaint does not rise to a violation of this paragraph, the President may dismiss the complaint. If the President finds 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, in consultation with the Executive Director, and approve the policies under which the Library is to be operated.
3) Trustees shall attend a minimum of half of the regular scheduled 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 will receive a Trustee orientation.
7) All new Trustees will read, sign and abide by the Fayetteville Free Library Conflict of Interest policy.
8) Trustees must read and sign off on the Fayetteville Free Library Trustees and Executive Director roles and responsibilities form.
9) The Library budget shall be drafted by the Executive Director and staff and will be reviewed by the Board Treasurer.
10) The Trustees shall plan for both immediate and long-range Library policy and governance issues.
ARTICLE VII. OFFICERS
1) The Trustees shall elect from their membership a President, Treasurer, and any other officer(s) the Trustees may determine
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.
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 by publication on the library’s website www.fflib.org. Special meetings of the Board may be called at any time by a simple majority 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 six 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 Board meetings may be called by the President or a simple majority of the Board of 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 Trustee may appear at a public meeting and may vote 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) A bi- annual financial audit of the books of the Association shall be made by an independent auditor in consultation with the Treasurer and Executive Director. This audit shall be reviewed by the Audit committee, consisting of the Board Treasurer, Library Accountant, Executive Director and Executive Assistant. The audit will be presented, in an executive session, by the Treasurer to the Board, typically 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, typically no later than October of the current year. The Treasurer will present the draft to the full board for review and will call for a vote in December.
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 sign 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 may interrupt or terminate an individual’s statement when it has been previously addressed, 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 Executive Director.
ARTICLE XII. ORDER OF BUSINESS
The order of business shall be as follows:
1) Call to Order
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 fo the Executive Director
6) Actions and Discussion Items
7) Public comment
ARTICLE XIII. FILING OF MINUTES
The approved original minutes shall be kept in a secure place within the Library. Access to these or any library records or information is subject to the FFL Access to Records policy.
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) 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.
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) As an ex-officio member of the Board, 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.