Proposed revision to trustees' bylaws
Below are the proposed revised bylaws with the proposed revisions in bold. The trustees invite public comment in advance of the August 18 meeting, at which they will vote on adopting them.
Morrill Memorial and Harris Library
Board of Trustees Bylaw
Article 1: Duties of the Board of Trustees
The Board of Trustees (herein called “the Board”) as a body:
1. Will select a librarian and determine a salary.
2. Will adopt written policies for general operation and maintenance of the library.
3. Will develop and operate under bylaws governing the actions of the Board.
4. Will, in cooperation with the librarian, develop a yearly budget and work for increased support of the library.
5. Will help the librarian in assessing community needs and determining the library’s role in meeting them.
6. Will plan for growth, utilization and improvement of library services.
7. Will keep informed of local, regional, state and national library development.
8. Will supervise the maintenance and upkeep of the library.
9. Will maintain and enhance the endowment funds, real property and book collection, acting in accordance with the trust established by the will of Louise S. Swan (relevant sections attached.)
Article 2. Membership on the Board
Section 1. Morrill Trustees
1. Selection and Terms: The original Morrill Trustees were named in Louise S. Swan’s will. Vacancies are filled by unanimous vote of the remaining Morrill Trustees, with the approval of the Probate Court of Orange County. There are no limits on the term of a Morrill Trustee.
2. Resignation: Morrill Trustees may resign by written notice to the other Morrill trustees and to the President of the Board, if he/she is a Harris Trustee.
Section 2: Harris Trustees
1. Selection and Terms: Two Harris Trustees are elected for three-year terms at Town Meeting in March, in accordance with warned articles adopted by resolution of the Selectboard. One Harris trustee is appointed by the Strafford Selectboard for a term of three years. These three trustees will serve staggered terms. Vacancies among any of the three Harris Trustees are filled for the balance of the unexpired term by vote of the Strafford Selectboard.
2. Resignation: Harris Trustees may resign by written notice to the President of the Board and to the Chair of the Strafford Selectboard.
3. Limitations: All elected trustees must be legal residents of the Town of Strafford.
Section 3. Suspension or Removal
Any trustee may be suspended or removed for cause by a two-thirds majority vote of the trustees then in office, at any regular meeting or special meeting called for such purpose. The board may establish such definitions of cause and grounds for suspension or removal as it shall deem appropriate. A trustee may be removed for cause only after reasonable notice and an opportunity to be heard.
Article 3. Officers
Section 1. Offices
1. The offices on the board shall be President, Vice President, (delete) Secretary and Treasurer.
2. Any member of the Board may be elected President, Vice President (delete) or Secretary.
3. The Treasurer will be one of the three Morrill Trustees.
Section 2: Election
1. Election of officers will be held annually at the first Board meeting following regular Town Meeting in March.
2. Each Board member has one vote.
Section 3: Duties
President
1. Will prepare an agenda for regular meetings.
2. Will be responsible for posting the agenda at least 24 hours before the meeting is held. (delete) as required by the Vermont Open Meeting Law. (add)
3. Will preside over the meetings.
4. Will be responsible for seeing that the Board has the necessary information to make decisions affecting the library.
5. Will write and submit a year-end report to the Town Auditors for inclusion in the Town Report.
Vice President
1. Will take over the president’s duties in the President’s absence. (delete)
Secretary
1. Will be the recorder for all meetings of the Board, except executive sessions. (Results of executive sessions will be reported.) Will make the minutes of meetings available for review at the library and on the Website. (add)
2. Will be responsible for the archives of the Board meetings.
3. Will handle general correspondence of the Board.
Treasurer
1. Will oversee all finances and investments of the library.
2. Is responsible for the maintenance of an accurate record of accounts, showing all receipts and disbursements, and report monthly to the Board. Statements will be made quarterly and/or (delete) at the request of the Board.
3. Will prepare an annual budget in November, with the aid of the librarian and the other trustees.
4. Will keep on file at the library an updated record of all endowments and the restrictions placed on those endowments.
5. Will prepare and submit the year-end report to the Town Auditors for inclusion in the Town Report.
6. Will submit then audited year-end report to the judge of the Probate Court.
7. Will be responsible for all financial correspondence.
Article 4: Meetings
Section 1: Vermont Open Meeting Law
Meetings of the Board of Trustees are warned and open to the public as provided for by the Vermont Open Meeting Law (1 VSA, 312-313)
Section 2: Regular Meetings
1. Meetings will be held at least quarterly at a regular time to be determined by the Board at their March meeting.
2. If a meeting is to be cancelled, the librarian and (delete) the president will call other Board members and post a notice.
Section 3. Attendance
1. Interested citizens are invited to attend the regular meetings.
2. All Board members and the librarian will be expected to attend all Board meetings.
3. Members will notify the president of the Board when unable to attend meetings.
4. At the discretion of the Board, habitual nonattendance may be grounds for dismissal.
Section 4. Special Meetings
1. Any member of the Board may call a special meeting.
2. Notice of such special meetings shall be given at least 24 hours in advance of the meeting, except in case of an emergency meeting, when some public notice should be provided if possible.
Section 5. Executive Session
The Board may meet in executive session for purposes including, but not limited to: discussing matters of employment (including salary, evaluation, discipline or dismissal of an employee), contracts, real estate, or litigation brought by or against the library. No minutes will be taken, but a written record of decisions reached will be made.
Article 5: Quorum and Voting
Section 1. Quorum
Except for the following, a quorum for the conduct of business shall consist of four Board members
1. Matters concerning endowments administered by the Morrill trustees (the Building and Grounds Maintenance Fund and the Downer Book Fund).
2. Other decisions affecting the operation of the Swan Trust.
In these matters, a majority of the Morrill trustees shall constitute a quorum.
Section 2. Special Conditions
The assets of the Downer Book Fund and the Building and Grounds Maintenance Fund are governed by the terms of the trusts by which they were established. The Morrill Trustees alone are ultimately responsible to the Probate Court for their administration. All other endowments and assets are to be considered jointly owned by the Morrill Memorial and Harris Library. Both the Morrill and Harris trustees are jointly responsible of (delete) for (add) their administration.
Article 6: Parliamentary Procedure
Board meetings will be conducted in accordance with the principles of the most recent edition of Robert’s Rules of Order, as adapted for small organizations, and as modified from time to time as the Board shall see fit, except for the special conditions concerning voting.
Article 7. Membership in State and National Organizations
Full (delete) Board membership in the Vermont Library Association is required (delete) available (add) and the library will pay the annual fee. Trustees are encouraged to take part in the activities and workshops offered by the VLA. The bimonthly VLA newsletter is available for trustees to read in the library. (delete)
Article 8: Fiscal Year
The fiscal year shall begin on January 1 and end on December 31.
Article 9: Amendments
The bylaws can be amended at any regular meeting by a majority of Board members, as long as a quorum of four is present and the revision has been warned 30 days prior to said meeting.
