Windsor Public Library, Inc. By-Laws
Section 1. Name, Principal
Office, and Place of Business.
The name of this Corporation is the Windsor Public Library. It was incorporated
by a special act of the Vermont Legislature, Laws of 1886, No. 144. It is the
successor to the Windsor Library Association organized
Section 2. Fiscal Year. The fiscal year of the Corporation shall
be the calendar year.
Section 1. Election. There shall be no fewer than nine
members of the Corporation. The chairman of the Board of Selectmen and the
Treasurer of the Town of
Section 2. Duties of the Members
of the Corporation.
The members of the Corporation shall conduct an Annual Meeting; shall elect
Corporation members, members of the Board of Trustees, Auditors, and members of
the Corporation Nominating Committee; shall amend the Bylaws of the Corporation
as recommended by the Board of Trustees; shall add other officers as deemed
necessary; shall act as liaison to the Library community; shall review the
goals and objectives and annual reports of the Corporation, and shall transact
such other business as may legally come before the Annual Meeting.
Section 3. Meeting of the Members
of the Corporation.
The Annual Meeting of the members of the Corporation shall be held at
If
from inadvertence or other cause, the Annual Meeting shall not be held as above
provided, it shall be held at a subsequent time upon notice as above provided.
Special
Meetings of the Corporation may be held, upon the written application of the
President or any three members of the Board of Trustees or any five members of
the Corporation directed to the Secretary, setting forth the objectives of the
meeting, notice thereof being given in the same manner as that required for
notification of Annual Meetings.
Five
members of the Corporation shall constitute a quorum for the transaction of
business at any Annual or Special Meeting. Action shall be taken by a majority
of the votes cast.
Section 4. Nominating Committee. There shall be a Corporation Nominating
Committee consisting of the President, ex-officio, and three other members of
the Corporation to be elected for a term of three years by the Board of Trustees.
The term of the elected members shall be arranged so that the term of one
member expires each year. The Nominating Committee shall present nominations
for members of the Corporation, Trustees, Auditors, and members of the
Corporation Nominating Committee, and may establish such rules and procedures
as it from time to time deems advisable. Any member of the Corporation may also
present nominations at the Annual Meeting.
Section 5. Officers. The Officers of the Corporation shall
also be the Officers of the Board of Trustees as provided for in Article IV.
Section 1. Quorum and Term. The Chairman of the Board of Selectmen
and the Treasurer of the Town of
Section 2. Powers and Duties of
Trustees. The
Trustees shall have and may exercise all of the powers of the Corporation,
except such as are conferred upon the members of the Corporation by law, and
any other provisions of these Bylaws. It shall be the duty of the Board of
Trustees to manage and control the business and affairs of the Corporation and
to determine the compensation of the employees. The Board of Trustees may
exercise any powers granted to the Corporation by amendment of existing law and
they shall be responsible for the performance of any amendments thereto. They
may make such further rules for their government as they deem proper and not
inconsistent with the Bylaws.
Section 3. Committees. The Board of Trustees may, by affirmative action of the majority of the whole Board, designate one or more additional committees, each consisting of at least one member of the Board of Trustees, and such other members as the Board shall determine. Each such committee may adopt its own rules of procedure and shall keep such minutes as the Trustees shall direct of its proceedings and report the same to the Board of Trustees.
1. Finance Committee – The Committee shall have duties of budgeting, investments, and a quarterly review with the Treasurer, book keeper and auditor. The Chair of the Finance Committee and Four officers shall be signatories on all library bank accounts. The Treasurer shall be primary signatory on all library bank accounts unless incapacitated or unavailable.
2. Public Relations Committee – The President shall appoint a Public Relations Chair and Committee that shall act on her or his behalf, when asked, to represent the Library at Friends of Windsor Public Library meetings, public assemblies, and as press agent and liaison.
3. Development Committee – Responsibilities shall include patron solicitation and list management, fund drives, special events and co-ordination of events with the Friends and other organizations or individuals raising funds on behalf of the Library. A proposal for annual events shall be submitted to the Board of Trustees at least three months prior to the end of the calendar year.
Section 4. Vacancies. Any vacancy occurring in the Board of
Trustees may be filled by a vote of a majority of the remaining Trustees,
though less than a quorum of the whole Board. Trustees so appointed shall serve
until the next Annual Meeting of the Corporation at which time a Trustee shall
be elected to serve out the remainder of the term.
Section 5. Meetings of Trustees. A meeting of the Trustees shall be held
following the final adjournment of the Annual Meeting of the members of the
Corporation. Regular meetings of the Trustees shall be held at least quarterly
at such time and place as the Trustees may designate. Special meetings of the
Board of Trustees may be called by the President or the Secretary and shall be
called upon petition of any three Trustees addressed to the Secretary. Notice
of special meetings shall be given by the Secretary by personal contact or by
first class mail addressed to each Trustee at his usual place of business or
residence and deposited in a United States Post Office not less than five days
before the time of the meeting. No separate notice shall be required for the
meeting immediately following the Corporation Annual Meeting if it is held on
the same day as the final adjournment of said meeting.
Attendance
by a Trustee at a meeting shall constitute a waiver of notice, except where a
Trustee attends a meeting for the express purpose of objecting to the
transaction of any business because such meeting is not lawfully convened.
Neither the business to be transacted at, nor the purposes of, any special
meetings of the Board of Trustees need be specified in the notice, or waiver of
notice, of such meeting.
Less
than a quorum of the Trustees shall have the power to adjourn until a quorum
shall be present. Action shall be taken by a majority of the votes cast.
Section 6. Attendance at
Meetings.
Trustees are expected to attend all Board meetings. If any Trustee shall be
absent from three (3) successive Board meetings, such absence shall be
considered an offer to resign from the Board, effective upon said resignation
being accepted by a majority vote of the remaining Board members. Absences may
be excused for good cause, subject to acceptance by a majority of the remaining
Board members.
Section 1. Number and Term. The Officers shall consist of the
President, Vice President, Secretary, Treasurer, and such other Officers as may
be appointed as above provided in Article II. They shall be elected for
one-year terms.
Section 2. Election. The President shall appoint a Board
Nominating Committee of at least three (3) Trustees no later than the Board
meeting before the Annual Corporation Meeting. The Nominating Committee shall
submit a slate of officer nominees at the next meeting of the Board and an
election will take place. Nothing in
this paragraph shall preclude nomination of a newly elected member of the Board
to be an officer.
Section 3. Removal of Officers
and Employees.
Any Officer or employee, elected or appointed, may be removed with sufficient
reason by a three-fourths vote of the remaining members of the Board.
Section 4. Vacancies. Vacancies in any of the offices may be
filled by the Board. Such appointees shall serve out the remainder of the term.
Section 5. President. The President shall conduct the management of the operations of the Corporation subject, however, to the control of the Board of Trustees. The President shall preside at all meetings of the members and of the Trustees. The President shall have such other powers and perform such other duties as are incidental to the office of President and as may be assigned to him/her by the Board of Trustees. The President of the Board of Trustees shall be elected for a period of one year, unless special circumstances prevail.
Section 6. Vice President. The Vice President shall have such
powers and perform such duties as the Board of Trustees may prescribe or as the
President may delegate to him/her. In the case of the absence of, or the
inability of, the President to act, the Vice President shall temporarily act in
the place of the President.
Section 7. Secretary. The Secretary shall keep a faithful
record of the proceedings of all meetings of the Corporation and of the Board
of Trustees. He/she shall give notice of all meetings of the Corporation and
all meetings of the Trustees as herein provided. He/she shall be the custodian
of the records and the seal of the Corporation. He/she shall make available
minutes of the Annual Meeting to all Corporation members prior to the next
Annual Meeting. He/she shall keep proper records of all members of the
Corporation and their addresses. He/she shall have such other powers and
perform such other duties as are incidental to the office of the Secretary and
as may be assigned by the Board.
Section 8. Treasurer. The Treasurer shall have custody of the funds of the Corporation and shall be responsible for their collection, receipt, disbursement, and safekeeping. The Treasurer shall also have custody of the Corporation’s securities and shall be responsible for their safekeeping. The Treasurer shall receive and shall be authorized to sign receipts for all monies paid to the Corporation, and shall deposit the same in the name of and to the credit of the Corporation in such accounts as the Board of Trustees shall direct. The Treasurer shall endorse for collection on behalf of the Corporation all checks, drafts, notes, and other obligations payable to the corporation, and shall disburse funds only in such manner as the Board of Trustees shall direct. Two signatures, namely, those of the Treasurer and either the Vice-President or the Secretary, shall be necessary for disbursements of $2,500.00 or more. No member or officer of the Board of Trustees, including the Treasurer, shall write a check to herself or himself without authorization from the Board of Trustees. The Treasurer shall keep full and accurate accounts of the financial transactions of the Corporation in books belonging to the Corporation and shall render to the Board of Trustees, upon the Board’s request, an account of the financial condition of the Corporation. All property, books and records pertaining to financials are to be kept in the library. The Treasurer shall also have other powers and perform other duties that are incidental to the Office of Treasurer. The Treausrer shall be elected on an annual basis and the term of office shall not exceed more than two years, unless special circumstances prevail.
Section 9. President-Elect. A President-Elect shall be elected for a period of one year and shall assume the role of President at the end of that year, unless special circumstances prevail.
The
Auditors shall make a thorough examination of the financial affairs of the
Corporation at least once each year and shall examine and verify the records of
the Treasurer. The Trustees may employ a certified public accountant to perform
the duties of the Auditors. Said accountant shall make and file the same
reports as the Auditors may otherwise be required to do.
The
Trustees shall appoint or employ a Librarian who may be designated an officer
of the Corporation and shall, subject to the approval of the Officers and
Trustees, direct the operations of the Library and keep such records as shall
properly reflect such operations. The Librarian shall report regularly to the
Board of Trustees and shall make an annual report of the Library to the members
of the Corporation.
Each
Trustee and Officer of the Library now or hereafter serving as such shall be
indemnified against any and all claims and liabilities to which he/she has or
shall become subject by reason of serving or having served as Trustee or
Officer, or by reason of any allegation alleged to have been taken, omitted, or
neglected by him/her as such Trustee or Officer.
Any
Trustee who is also an officer, director, stockholder, or member of any
corporation, firm, or association with which the Board of Trustees proposes to
contract or transact any business, or who has an interest, pecuniary or
otherwise, in such contract or transaction, shall not participate in the vote
to authorize any such contract or transaction, but may participate in
discussion thereof. Any such contract or transaction may be authorized and
approved by a majority of the Trustees present and not disqualified to vote on
such a matter.
Upon
any dissolution of the Corporation, the Board of Trustees of the Corporation
shall, after paying or making provision for the payment of all liabilities of
the Corporation, dispose of all assets of the Corporation exclusively for the
purposes for which the Corporation was organized or to such organizations as
shall qualify as an exempt organization under Section 501 (c)(3) of the
Internal Revenue Code (or other then applicable provisions of the United States
Internal Revenue Laws) as the Trustees shall determine. Any said assets not
thus disposed of shall be disposed of by the Court of the County in which the
principal office of the Corporation is then located, exclusively for the above
purposes or to such organizations as the Court shall determine organized and
operated exclusively for such purposes.
No
part of the net earnings of the association shall inure to the benefit of, or
be paid or payable to any of its members, trustees, officers, or to other
persons for their services. Members,
trustees, officers, and supporters who provide services to the Corporation are
deemed to be volunteers who donate their time and talents without
remuneration. Nothing in this Article,
however, shall prevent the Corporation from paying its employees (ie. Library staff) for performing their
regularly assigned work and vendors for their products and services, or from
making payments and distributions in furtherance of the purposes of the
Corporation.
In
any taxable year in which the organization is a private foundation as described
in Section 509(a) of the Internal Revenue Code, the Corporation shall
distribute its income for said period at such time and such manner as not to
subject it to tax under Section 4942. Furthermore, the Corporation shall not
(a) engage in any act of self-dealing as defined in Section 4941(d); (b) retain
any excess business holding as defined in Section 4943; (c) make any
investments in such a manner as to subject it to tax under Section 4944; or (d)
make any taxable expenditure as defined in Section 4945 or the corresponding
provision of any subsequence tax law.
Notwithstanding
any other provision of these articles, the association shall not carry on any
other activities not permitted to be carried on (a) by a corporation exempt
from federal inocme tax under section 501(c)(3) of
the Internal Revenue Code, or the corresponding section of any future federal
tax code, or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of
any future federal tax code.
No
substantial part of the activites of the corporation
shall be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political campaign
on behalf of or in opposition to any candidate for public office.
These
Bylaws may be altered or amended at any Annual or Special Meeting of the
members of the Corporation by a majority vote, provided that the notice of the
proposed alteration or amendment has been given in the notice of the meeting.
They may also be altered or amended at any meeting of the Board of Trustees by
the affirmative vote of two-thirds of the Trustees then in office, provided
that notice of such proposed amendment has been given in the notice of the
meeting.
Robert's
Rules of Order, Revised
shall govern the conduct of meetings of the Corporation and Board of Trustees
and at such other times as may be appropriate.
Revised - January 21, 1992; April
17, 2000; July 19, 2001; January 20, 2005; January 19, 2006; January 17, 2008