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Board By-Laws
Board By-Laws Board of Trustees By-Laws for the Wayne County Public Library Board of Trustees Adopted at the August 21, 2017, Regular meeting
ARTICLE I-NAME AND MISSION
The name of this body shall be the Board of Trustees of the Wayne County Public Library. This Board is organized under Section 3375.19 of the Ohio Revised Code, and derives its authority from Section 3375.40 and other relevant sections of the Ohio Revised Code.
The mission of the Wayne County Public Library is to so enrich the lives of people that the quality of life in Wayne County is improved. (1997)
This Board of Trustees subscribes to the tenets contained in “A Statement of Ethics for Library Trustees” from United for Libraries, a division of the American Library Association.
ARTICLE II-MEETINGS
2.1. Organizational Meeting: There shall be held in January of each year an organizational meeting for the purpose of the election of officers (president, vice-president, and secretary), appointment of the Fiscal Officer, and such other business as may be deemed necessary by the Board of Trustees.
2.2. Regular Meeting: Regular meetings of the Board shall be held on such dates and at such times as the Board directs. The regular meetings shall be held on a uniform day and time of each month, to be decided at the organizational meeting
2.3. Special Meeting: Special meetings shall be held at the call of the President, or on the request of two members of the Board. To call a special meeting, the Secretary of the Board must give three days notice to all Board members in writing, which may be electronically delivered. If the special meeting is of an emergency nature, twenty-four hours notice, either orally or electronically, must be given.
2.4. A quorum necessary for the conduct of business shall be four trustees. Robert’s Rules of Order shall govern, except as otherwise provided in these By-Laws.
ARTICLE III-OFFICERS
3.1. The officers of the Board of Trustees shall be President, Vice-President, and Secretary. Each officer shall be elected at the organizational meeting and shall hold office for the term of one year, or until his or her successor shall be elected.
3.2 Method of election. The Board shall in November elect a Nominating Committee of three members of the Board. Such committee shall present its recommendations at the December meeting, listing the names of one or more candidates for each office, provided the consent of such nominees shall have been obtained. Additional nominations, with the consent of the nominees, may be made from the floor. The election shall be take place at the January meeting. The terms of newly elected officers shall begin immediately and continue until their successors are elected.
3.3. The President shall preside at all meetings of the Board, authorize calls for any special meetings, nominate all standing committees for board approval, execute all documents authorized by the Board, serve as an ex officio member of all committees, serve as the official spokesperson for the Board and generally perform all other duties associated with the office.
3.4. The Vice-President, in the absence of the President or vacancy in that office, shall assume and perform the duties and functions of the President.
3.5. The Secretary shall oversee that an accurate record of all meetings of the Board are maintained, including issuing notice of all regular and special meetings. The Secretary must also perform such other duties as are generally associated with the office.
ARTICLE IV-COMMITTEES
4.1. The standing committees of the Board shall be: Facilities, Finance/Audit, Operations, Human Resources, and Library Records Commission. Each committee shall consist of at least three members of the Board of Trustees with full voting privileges and shall include the Director ex-officio and other appropriate Library staff who shall serve as non-voting ex-officio members, as determined by the committee chair and the Director. Meetings shall be held at the call of the committee chair subject to Ohio’s Open Meetings Law. In addition there shall be special committees as the Board from time to time determines to be advisable.
By majority vote, the Board can resolve itself in to a Committee of the Whole for the purpose of discussing any subject. Either the President or the committee chair can preside. The committee members and chair shall be nominated by the President with consideration for the Trustees’ preferences.
4.1a. The Facilities Committee shall consider all matters related to buildings, grounds, equipment, vehicles, and other physical facilities, and the establishment of all new branches and shall make recommendations on site selection, size, and character of each
Library building. Additionally, the Committee shall work with the Director and appropriate Library staff to determine the building needs and improvements for all buildings owned or operated by the Library.
4.1b. The Finance/Audit Committee shall monitor and oversee the fiscal status of the Library. The Committee is responsible for: working closely with the Director and Fiscal Officer in designing a process for monitoring and assessing Library fiscal performance; overseeing and updating the performance monitoring process and reporting fiscal performance to the full Board; reviewing audit reports and corrective actions, serving as the Library’s audit committee for the purposes of the annual audit and preparation of the Library’s Comprehensive Annual Financial Report; reviewing requests for proposals and participating in the awarding of contracts, reviewing the strategic plan documentation for the Library’s tax budget and annual appropriations and recommending action to the full Board. Members of the public may be included as advisory members of the Finance/Audit Committee.
4.1c. The Operations Committee shall work with the Director and appropriate Library staff to provide contemporary Library services to the residents of the Library’s service district and others as determined by the Board of Trustees, and to promote these services through all appropriate means. The Committee is responsible for: working closely with the Director and management staff in designing a process for monitoring and assessing Library programmatic performance; overseeing and updating the performance program monitoring process and reporting program performance to the full Board; designing and implementing grant strategy and working closely with the Director and administrative staff in overseeing the execution of Library policies and service objectives.
4.1d. The Human Resources Committee shall work with the Director and appropriate Library staff to determine personnel and compensation policies of the Library. The Committee shall work with the Director and appropriate Library staff to best determine the working conditions that contribute to the success of the overall mission of the Library. The Committee shall design and maintain orientation materials for new Board members. The Committee will conduct the annual performance review of the Director and Fiscal Officer.
4. 1e. The Library Records Commission consists of the entire Board and the Fiscal Officer and is responsible for the management of all financial, personnel and board records retention, disposal and public access. Library Records Commission is organized under Ohio Revised Code 149.411.
4.2. From time-to-time, the President shall appoint committees of one or more members of the Board, the Director, and appropriate Library staff for such purposes as the business of the Library may require. When an ad hoc committee has members of the public as participants, a member of the Board shall serve as chair. An ad hoc committee shall be considered to be discharged upon the completion of the purpose for which it was appointed and after the final report of the ad hoc committee has been received by the Board.
4.3. Limitations. No committee shall have other than advisory powers unless, by suitable action of the Board, it is granted specific power to act. Prior to considering or recommending action which involves expenditure of funds any committee (other than Finance) shall confer with the chair of the Finance Committee and the Fiscal Officer.
4.4 Committee Reports. Minutes will be kept of all committee meetings and will be accepted at the next regularly scheduled Board meeting.
ARTICLE V-ADMINISTRATION
5.1. The Board shall appoint and fix the compensation of a qualified Librarian to serve as Director, under the Board’s review and at its direction, as the chief executive and administrative officer of the Library. In this capacity, the Director shall be responsible for the day-to-day operations of the Library under the general policies approved by the Board. The Director shall recommend to the Board the appointment and specify the duties of all other staff (other than the Fiscal Officer). The Director is directly responsible to the Board and through the Board to the community.
5.2. The Board shall appoint and fix the compensation of a qualified Fiscal Officer who shall serve, under the Board’s review and at its direction, as the chief financial officer of the Library. The Fiscal Officer, or a designated representative, shall be responsible for the day-to-day fiscal operations of the Library. A full financial accounting of Library receipts and disbursements, as determined by the Board, shall be made by the Fiscal Officer, or a designated representative, at the regular monthly meeting of the Board. The Fiscal Officer and the designated representative(s) shall be bonded in an amount as required by the Board of Trustees.
5.3. The Board, collectively, shall serve as the policy making body of the Library. Additionally, the Board shall assume those powers given it by relevant sections of the Ohio Revised Code and shall perform such other duties as are generally associated with the office.
ARTICLE VI-AMENDMENTS
6.1. Amendments to these by-laws must be presented in writing and read at a regular meeting of the Board. They may be adopted at any subsequent meeting of the Board by affirmative vote of at least five members of the Board.
Board Meeting Rules
Board Meeting Rules Adopted at the December 13, 2010, Regular meeting
1.1 Call to Order
The first order of business shall be a determination that a quorum is present. The presiding officer shall then call the meeting to order.
1.2 Agenda
The Board shall conduct business normally in the following order:
Comments from public Approval of the minutes of the preceding meeting/accept committee meeting minutes Director’s report Committee/representative reports: Facilities Operations Finance Human Resources Other Committees Old business New business Comments from public Adjournment The president or members of the Board by a majority agreement may vary the order of business.
1.3 Conduct of Board Meetings
The president shall preserve order and decorum and decide points of order.
1.4 Special Board Meetings
The business conducted at any special meeting of the Board shall be limited to the purposes stated in the posted notice of such meeting.
1.5 Public Participation
The Board welcomes members of the public attending its Board meetings. The meeting agenda shall provide a period for public comment at the beginning and end of the order of business. A person addressing the Board shall limit comments to issues within the jurisdiction of the Library Board. Those addressing the Board shall state their name and address for the record. They may be asked to limit their remarks in order to ensure that the Board has adequate time to hear from all members of the public and to conduct its business.
1.6 Executive Sessions
During regular or special meetings, the Board may enter into an executive session after a majority of a quorum of the Board determines by a roll call vote to hold such a session. The motion to enter into executive session shall state the purpose(s) as specified in Section 121.22(g) of the Ohio Revised Code, All proceedings of an executive session shall be kept in strict confidence by all those in attendance.
2.1. Meeting Notice
Members of the Board shall receive notice of meetings, related information and an agenda by mail or delivery addresses specified by each member.
The board information packet may include:
Agenda Minutes of the previous Board meeting Minutes of committee meetings Personnel requests Monthly Financial Report Report of Library service matters
2.2 Posted Notice
Public notice of Board meetings shall be posted on the library website, on all public bulletin boards and by email to the local paper no later than 24 hours prior to the meeting in accordance with Section 121.22(f) of the Ohio Revised Code.
3. Voting
Actions of the Board shall require the affirmative voice vote of a majority of members present, except when a larger vote is required either by the Ohio Revised Code or the Board’s by-laws. A roll call vote is required when a motion is made and seconded to adopt a resolution authorizing:
the purchase or sale of real or personal property the appointment of an officer the payment of any debt or claim the contracting or incurrence of any obligation the payment of money the transfer of property the adoption of the annual budget or appropriation; or upon the request of any member of the Board The Fiscal Officer shall call the roll of the members of the Board and enter into the minutes of the meeting the names of those voting and their vote
4. Records of the Library – Public Information
Records will be kept according to the Board Public Records Policy and Ohio Revised Code Sections 149.011 and 149.43.
5.1 Attendance
Members of the Board are expected to attend meetings and perform the duties of the respective positions in which they serve. Failure to do so may result in notification of such conduct by the President to the appropriate appointing authority.
5.2 Conflict of Interest
No member of the Board of Trustees shall have any pecuniary interest in any contract entered into by the Board (Ohio Revised Code, 3375.35).
6. Adjournment
A motion to adjourn shall always be in order except while a vote is being taken. A motion to adjourn cannot be amended or debated, but a motion to adjourn to a specific date or time may be amended and debated.