Article I: Name
This organization shall be called “The Board of Trustees of the Allegan District Library” existing by virtue of the provisions of the District Library Establishment Act, PA 24 (DLEA) 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 ADL District. A candidate for election as a Board member shall be a qualified elector of a participating municipality on the deadline for filing nominating petitions. All members elected or appointed to fill a vacancy shall be residents in the ADL library district.
Section 2. Term: The term of office shall be four years. A member elected to office in the November General Election takes office on January 1st of the year immediately following election, and after being sworn into office. The term of office runs for four years and expires on December 31 of the fourth year.
Section 3. Vacancies: The office of Board Member becomes vacant when the incumbent dies, resigns, is convicted of a felony, is removed from office by the Governor, or ceases to be a resident of the district. A vacancy in the office of a board member shall be filled until the expiration of the vacating board member’s term by appointment by majority vote of the remaining board members. If the vacancy occurs 140 or more days before the first regularly scheduled election of board members that follows the beginning of the term of the board member vacating office and that term is 4 years, all of the following apply:
A. The vacancy shall be filled by appointment by majority vote of the remaining board members only until the next date on which the term of any board member expires.
B. A board member shall be elected at the regularly scheduled election of board members next following the occurrence of the vacancy to fill the vacancy for the remainder of the term of the board member vacating office.
Section 4. Absences: Board members who have four (4) unexcused, consecutive absences, or a total of six (6) unexcused absences per calendar year, will be requested to resign.
Section 5. Duties: The Library Board may exercise any and all of the powers granted to it by the DLEA, the District Library Financing Act, federal and Michigan law, and the Agreement. If permitted by law, the Library Board may delegate such powers to the Officers of the Board and/or the Library Director as it deems necessary.
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 first regularly-scheduled meeting in January. 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 first regularly-scheduled meeting in January which they are elected until their successors are duly elected. An officer may succeed himself, however, that officer shall not serve more than three (3) consecutive terms in the same position.
Section 3. Vacancies: Vacancies in office shall be filled by the Board at the next regular meeting of the Board following the occurrence of a vacancy, except for the office of President in which case the Vice President shall assume the duties of the office for the remainder of the unexpired term. A successor Vice President shall be elected to fill the vacancy so created in that office.
Section 4. 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 5. Vice-President: The Vice President, in the event of the absence of the President, or of a vacancy in that office, shall assume and perform the duties and functions of the President.
Section 6. Secretary: The secretary shall ensure 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. In compliance with any requirements of state law regarding the holding of meetings, the Secretary shall issue notices of all regular meetings and of all special meetings, and shall have the custody of the minutes and other records of the Board of Trustees. With the approval of a majority of the Board, and if permitted by law, the Secretary may delegate any of these responsibilities to the Library Director or its designee.
Section 7. Treasurer: The treasurer certifies all bills, investments and financial reports approved by the board, and other duties as the President or Board may direct. A record of all moneys received or deposited by the ADL and all disbursements, sales and transfers from accounts shall be kept by the Treasurer and reported monthly to the Library Board at its regular meeting. In addition, the Treasurer shall perform such other duties as may be prescribed for him or her by State or Federal law and these bylaws. With the approval of a majority of the Board, and if permitted by law, the Treasurer may delegate any of these responsibilities to the Library Director. The Treasurer also serves on the Budget & Finance Committee.
Section 8. Signature Authority: The President and Treasurer have signature powers over all ADL accounts.
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 and website within (10) days following the July meeting that includes the dates, times and places of the meetings for the next fiscal year. Meetings will be held each month at a location designated by the Board. If there is change in the schedule of regular meetings, they shall be posted within three (3) days after the meeting of which the change is made, a public notice stating the new dates, times, and places of its regular meetings on the Library bulletin board and on the website.
Section 2. 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 and website at least 18 hours before the meeting and must comply with the requirements of the Michigan Open Meetings Act, 1976 PA 267 (OMA).
Section 3. Quorum: A quorum for the transaction of business at any meeting shall consist of a majority of those elected and serving. The Chair of the Meeting shall request a check of quorum at the beginning of the meeting.
Section 4. Conduct of meetings: Robert’s Rules of Order Newly Revised, except as otherwise stated in these bylaws, shall govern proceedings of all meetings.
Section 5. Public Attendance: All meetings of the Board of Trustees shall be open to the public in accordance with the OMA. Persons in attendance shall be permitted to address the Board in accordance with the following rules:
A. Each speaker shall provide his or her name and residence at the time of his or her public comment.
B. Each speaker shall be limited to three (3) minutes per meeting.
C. Each speaker may speak only one time during each meeting and may not “split” the three minute time period.
D. No speaker may “assign” his or her time to another person.
E. Groups are encouraged to designate one or more individuals to speak on their behalf to avoid cumulative comments.
The foregoing guidelines concerning the rights of a person to address the Board shall also apply to any committees deemed to be a public body as defined by the OMA.
Section 6. 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 closed session. In closed session, the Board secretary or board member designate shall record minutes.
Section 7. Closed Session: A Board shall follow the procedures set forth in the OMA when making a motion to call a closed session. Minutes from a closed session may not be released, except as provided in the OMA. The Board may only go into closed session for purposes detailed in MCL 15.268.
Section 8. Publication of Minutes: Minutes for all board meetings shall be published on the library website and be made available in hardcopy 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 eight (8) business days. Approved minutes shall be made available within five (5) business days of their approval.
Section 9. Items for Consideration: All agenda items for Board consideration must be submitted to the Board President and Secretary in writing by no later than 12:00 pm, the day of the Board meeting unless approved by majority of the Board at a later time.
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. 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 Library Director shall be in charge of the administration of the Library under the direction and review of the Board. The Library Director shall be responsible for:
A. Overseeing the care of the building and equipment.
B. The development and direction of the staff. The Library Director shall make recommendations to the Library Board regarding the hiring of full time staff. The Library Director has authority to hire temporary or part time staff, but must report such hiring to the Library Board at the next regular board meeting.
C. The Library’s service to the community;
D. The annual preparation of a budget proposal;
E. The operation of the Library under the financial conditions set forth in the budget approved by the Board;
F. The written annual report of the Library, including the financial statements, when they are made available; and
G. Any other duty delegated by the Library Board.
Section 3. Review of Director: The Board shall perform an annual performance review of the director. The Personnel Committee shall facilitate this performance review. The review shall be completed prior to approval of the annual budget each year.
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
(d) Violation of terms of work agreement
Section 5. Personnel Policy: All other personnel polices 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 & Finance Committee: Recommends the allocation of funds for projected expenditures. Recommends adjustments of the budget to the Board. Facilitates all investment policy changes. Budget and Finance Committee shall implement what is known as the “Prudent Investor Rule” related to investment of ADL funds.
(b) Facility Committee: Responsible for overseeing all issues pertaining to the physical facility of the Allegan District Library. This will include repairs, safety issues, Disability Act issues, and issues pertaining to patron services. The Committee will meet monthly with the Director and present recommendations for board action as needed.
(c) Personnel Committee: Oversee all personnel matters in consultation with the Director of the Library. This committee will make recommendations on policies pertaining to salary, bonuses and benefits. This committee is also responsible for overseeing job descriptions and the addition and deletion of job positions. This committee is responsible for the evaluation of the Director of the Library and overseeing the evaluation process for the staff.
(d) Communications & Marketing Committee: Responsible for overseeing communications and marketing initiatives of the Library. To this end the committee will makes suggestions and recommendations to library staff of opportunities to keep the library and the services it offers before the public in our service area by using all available media outlets and venues.
(e) Strategic Planning Committee: Oversees the development of strategies and actions designed to improve services for patrons and to ensure that resources are used effectively to meet the future needs of the library and its patrons.
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 may make progress reports 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 Board member may use his or her position as a Board member to obtain financial or other gain for his or her private benefit, for the benefit of the Board member’s family or any organization with which the Board member is closely associated. No Board member shall knowingly 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 the Board, as a whole should 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, unless otherwise provided by law. The president may vote upon and may move or second a proposal before the Board.
Section 2. Amending of Bylaws: ADL 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 least 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.
Section 3. 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 4. Periodic Review of Bylaws: The bylaws of the ADL will be periodically reviewed by the Bylaws Committee at least once every four (4) years.
Adopted as current ADL bylaws on ___Feb 21, 2017______.
Signed:____MK_________________ Dated __Feb 21, 2017____.