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Article I: Name
This organization shall be called “The Board of Trustees of the Allegan District Library” existing by virtue of the provisions of Public Act 24 of 1989 of the Laws of the State of Michigan and exercising the powers and authority and assuming the responsibilities delegated to it under the said statute. The Allegan District Library (ADL) serves residents of the Allegan Public School District excluding Otsego Township.
Article II: Library Board
Section 1. Membership: The Board shall consist of seven voting members elected at large from the Allegan Library District. All members, elected or appointed, shall reside in the library district. The term of office shall be four years.
Section 2. Appointment: A member appointed to fill out an un-expired term shall be eligible to be elected to a full term.
Section 3. Term: A member elected to office takes office July 1st and the term runs four years to June 30th of the fourth completed year.
Section 4. Absences: Board members who have four (4) unexcused, consecutive absences, or a total of six (6) unexcused absences per year, will be requested to resign.
Section 5. Duties: The duties of the Board shall be as authorized in Section 12 of P.A. 24 of 1989.
Section 6. Governance: The Allegan District Library adopts MCL 397.171 through .290 et seq. in its entirety as applicable to the governance of the Library.
Article III: Officers
Section 1. Officers of the Board: The officers shall be a president, a vice president, a secretary, and a treasurer elected from among the elected trustees at the annual meeting of the board in July. Nominations of officers may be made from the floor or in written form prior to the meeting.
Section 2. Term: Officers shall serve a term of one year from the annual meeting at which they are elected and until their successors are duly elected. An officer may succeed himself, however, that officer shall not serve more than three consecutive terms in the same position.
Section 3. President: The president shall preside at all meetings of the board, authorize calls for any special meetings, appoint all committees, execute all documents authorized by the board, serve as an ex officio voting member of all committees, and generally perform all duties associated with that office.
Section 4. Vice-President: The vice president, in the event of the absence or disability of the president, or of a vacancy in that office, shall assume and perform the duties and functions of the president.
Section 5. Secretary: The secretary shall keep a true and accurate record of all meetings of the board, shall issue notice of all regular and special meetings, and shall perform such other duties as are generally associated with that office.
Section 6. Treasurer: The treasurer certifies all bills, investments and financial reports approved by the board, and other duties as the President or Board may direct. The Treasurer must keep the fiduciary responsibilities of the Board. The Treasurer also serves on the Finance Committee.
Section 7. Signature Authority: The President and Treasurer have signature powers over all ADL accounts. They may use the signature authority if the Director is incapacitated or unavailable.
Article IV: Meetings
Section 1. Regular Meetings: The regular meetings shall be established each year at the annual July meeting and posted on the library bulletin board. Meetings will be held each month at a location designated by the Board.
Section 2. Nominations: The officers of the Board shall be nominated and elected each year at the July Annual meeting.
Section 3. Order of Business: The order of business for regular meetings shall include, but not be limited to, the following items that shall be covered in the sequence shown so far as circumstances will permit:
(a) Call to Order (b) Pledge (c) Corrections/additions to the agenda, excusing of absences d) Disposition of minutes of previous regular meeting & any intervening special meeting (e) Public Comment (f) Financial & statistical reports (g) Director’s report (h) Committee reports (Standing Committees first) (i) Action on bills (j) Communications (k) Unfinished Business (l) New Business (m) Board Member Comments (n) Adjournment
Section 4. Special Meetings: Special meetings may be called by the Secretary at the direction of the President, or at the request of three Board members, for the transaction of business as stated in the call of the meeting. Notice of special meetings must be posted on the library bulletin board at least 48 hours before the meeting.
Section 5. Quorum: A quorum for the transaction of business at any meeting shall consist of four (4) members of the board, present in person.
Section 6. Conduct of meetings: Robert’s Rules of Order, except as otherwise stated in these bylaws, shall govern proceedings of all meetings.
Section 7. Public Attendance: All meetings of the Board of Trustees shall be open to the public per PA 267 of 1976, the Open Meetings Act. Persons in attendance shall be permitted to address the Board in accordance with the following rules:
(a). The chairperson shall establish such guidelines at each meeting as shall: 1. Best assure equal opportunity for those in attendance to be heard; 2. Maximize the value of the information made thus available; 3. Avoid or reduce redundancy. The foregoing guidelines concerning the rights of person to address the Board shall also apply to any committees deemed to be a public body as defined under PA 267 of 1976, known as the Open Meetings Act.
Section 8. Record of Meetings: The Library Director shall be the official recorder for the Board. The Director may delegate these duties to a deputy or assistant except when keeping minutes in a closed session. In closed session, the Board secretary or board member designate shall record minutes.
Section 9. Closed Session: A 2/3 roll call vote of members elected or appointed and serving is required to call a closed session. Minutes from a closed session may not be released, except under civil action. The Board may only go into closed session for purposes detailed in MCL 15.268.
Section 10. Publication of Minutes: Minutes for all board meetings shall be published on the library website and be made available in hard-copy upon request, except minutes from a closed session. Proposed minutes shall be available for inspection within eight (8) business days after the meeting to which the minutes refer. Proposed minutes shall also be distributed to board members within the eight (8) business day period. Approved minutes shall be made available within five (5) business days of their approval.
Section 11. Notice: Annual notice of the meetings shall also be published in the local newspaper of record and the library website within 10 days (10) after the annual meeting. Notice of the annual meeting shall be published, by same means, at least thirty (30) days before the annual meeting.
Section 12. Items for Consideration: All agenda items for Board consideration must be submitted to the Board President and Secretary in writing by no later than 12:00pm, the day of the Board meeting.
Section 13. Scheduling of Regular Meetings: The Board, by majority vote, may change the schedule of their regular meetings at the request of a Board member. Any change to the schedule of the Board’s regular meeting must be posted on the library bulletin board, the library website, and notice given in the newspaper at least ten (10) days in advance.
Article V: Library Director and Staff
Section 1. Employ of Director: The board shall employ a qualified library director who shall be the executive and administrative officer of the library on behalf of the Board and under its review and supervision.
(a) In the extraordinary absence of the Director, A Director-designee may be assigned, by recommendation of the Director, and approval of the Board. The specific authorities of the Director-designee will be made in writing at the time of recommendation by the Director and approved by the Board.
Section 2. Authority of Library Director: The director shall recommend to the Board the appointment and specify the duties of other employees and shall be held responsible for the proper direction and supervision of the staff, for the care and maintenance of library property, for an adequate and proper selection of materials in keeping with the stated policy of the Board, for the efficiency of library service to the public, and for its financial operation within the limitations of the budgeted appropriation. In the case of part-time or temporary employees, the director shall have interim authority to appoint without prior approval of the Board provided that any such appointment shall be reported to the board at its next regular meeting.
Section 3. Review of Director: The Board shall perform an annual performance review of the Director at their May meeting. The Personnel Committee shall facilitate this performance review. This review shall be conducted in closed session under provisions of the Open Meetings Act.
Section 4. Removal of Director: The library director serves at the pleasure of the Board. The library director may be removed for any reason including the following:
(a) Poor performance (b) Violation of the Personnel Policy (c) Violation of the Director’s fiduciary responsibilities
Section 5. Personnel Policy: All other personnel policies shall be contained in the library’s personnel manual.
Article VI: Committees
Section 1. Standing Committees: The Board shall have the following standing committees:
(a) Budget Committee: Allocates funds for projected expenditures. Recommends adjustments to the Board. (b) Finance & Investment Committee: Monitors adherence to budget priorities as well as incoming revenues. Facilitates all investment policy. Maintains the library’s fiduciary responsibilities. (c) Facility Committee: Reviews all repairs and capital improvements to the facility. The Facility Committee shall also be charged with developing and reviewing all patron service matters. (d) Personnel Committee: Develops and recommends all personnel policies and decisions as well as performance reviews. (e) Friends Committee: A Board-Community committee acting as a community liaison for library benefit. No Board member may be chairperson of the Friends Committee. The president shall select board members to serve on each standing committee. No more than three (3) board members may serve on each committee.
Section 2. Ad Hoc committees: The president shall appoint committees of one to three (1-3) members each for such specific purposes as the business of the Board may require. The Committee shall be considered to be discharged upon the completion of the purpose for which it was appointed and after a final report is made to the Board.
Section 3. Committee Reports: All committees shall make a progress report to the Library Board at each of its regular meetings.
Section 4. Committee Powers: All committees shall only have advisory powers unless, by action of the Board, a committee is granted specific powers to act.
Article VII: Financial Stewardship
Section 1. Objectives: The primary objective of the spending and budgeting policies and practices of ADL is to make useful financial decisions demonstrating the library’s accountability and stewardship of public funds. Accountability and the stewardship of public funds, including the fiscal responsibility of a balanced budget, are the objectives of the ADL Board, management, and staff.
Section 2. Policy: All investments are subject to the library’s investment policy.
Section 3. Audit: The library shall be subject to annual financial audit.
Article VIII: Conflict of Interest
Section 1. Abuse of Power: No trustee may use his or her position as a trustee to obtain financial or other gain for the private benefit of the trustee, the trustee’s family or any organization with which the trustee is associated. No trustee shall accept or receive, directly or indirectly, any money or anything of value or any promise for future benefit, from any person or entity that does business with the Allegan District Library.
Section 2. Disclosure and Recusal: In the event that a trustee recognizes an actual or potential conflict of interest, the trustee shall disclose to the Board any financial or personal beneficial interest, direct or indirect, and abstain voluntarily from discussion or voting on any issue that raises such conflict of interest. If any member of the Board perceives a possible conflict of interest position regarding any trustee, the possible conflict should be brought to the attention of the Board and Board, as a whole, shall determine whether the issue represents a conflict of interest.
Article IX: Adoption
Section 1. Approval of Action: An affirmative vote of the majority of all members of the Board present at the time shall be necessary to approve any action before the Board. The president may vote upon and may move or second a proposal before the Board.
Section 2. Amending of Bylaws:The bylaws may be amended by the two-thirds (2/3rd) vote of all members of the Board provided written notice being sent to all members at lease ten (10) days prior to the meeting, and a first and second reading of the proposed amendment conducted. After the first reading, notice of the proposed bylaw change shall be posted on the library website and bulletin board, as well as notice in the local newspaper of record.
Section 3. Suspension of Rules: Any rule or resolution of the Board, whether contained in these bylaws or otherwise, may be suspended temporarily in connection with business at hand, but such suspension, to be valid, may be taken only at a meeting at which two-thirds (2/3) of the members of the Board shall be present and two-thirds of those present shall so approve.
Section 4. Validity: Any provision of these bylaws deemed in violation of State law, shall be considered invalid and shall not affect the validity of any other provision.
Section 5. Periodic Review of Bylaws: The bylaws of the ADL will be periodically reviewed by the Bylaws Committee at lease once every four (4) years.
Adopted as current ADL bylaws on 15 day of February 2010. Signed: /s/Susan Jerkatis-President Dated: 2/15/2010