Bylaws
Title: Bylaws
Effective: February 15, 2024
Version: 7.1
ARTICLE I. NAME
The name of this organization shall be “Hamlin Community Library,” hereinafter referred to as the “Library.”
ARTICLE II. PURPOSE
The Library operates a free public nonsectarian library for the use and benefit of the general public and in particular for the residents of the townships of Lake and Salem, and surrounding areas of Wayne County, Pennsylvania. The Library provides materials and services to help patrons obtain information to meet their personal, recreational, and educational needs.
ARTICLE III. MEMBERSHIP AND VOTING
The Library shall be under the exclusive control of the Board of Trustees consisting of no fewer than seven (7) and a maximum of nine (9) members. The Library Director shall be an ex-officio member of the Board of Trustees, without voting power.
Section 1. Terms of Trustees: The term for a Trustee is three (3) calendar years. Each calendar year commences on 1 January and concludes on 31 December. A Trustee may serve up to three (3) consecutive terms, after which time the Trustee shall be ineligible for re-election to the Board for one calendar year.
Every October meeting, the President of the Board of Trustees shall ask Trustees whose terms are expiring whether they intend to continue to serve another term.
In the November meeting, the Board of Trustees may nominate candidates to fill soon-to-be vacant Board positions. In certain cases, Trustees may be asked to continue their terms past expiration until successors are elected.
In the December meeting, the Board of Trustees shall vote to elect new Trustee(s) for the next term.
Section 2. Voting: A quorum is required for the conduct of business. A quorum consists of the majority of the Board members. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting. Passage of any matter before the Board requires a simple majority vote except that a vote to remove a Trustee shall require a two-thirds majority.
Motions requiring action between meetings may be considered and voted on via electronic means. With an electronic vote, replies must be sent to all Board members (reply all). At the next Board meeting, the Secretary shall report the motion and the results of the electronic vote, including the count of yeas and nays, to be included in the meeting minutes.
Section 3. Special Meetings: Special meetings may be held at the discretion of the President or upon request of the majority of the Board.
Section 4. Attendance: Trustees are required to give notice if unable to attend a meeting. Trustees may be considered excused if they have notified the President or the Library Director in advance of the need to be absent from a meeting.
If a Trustee misses three (3) unexcused consecutive or non-consecutive meetings in a term, the Board may consider that the Trustee intends to resign from the Board. The Board shall forthwith seek a replacement, and the President shall request the absent Trustee to formally resign.
Section 5. Interim Replacement: In the event that a Board vacancy occurs in the middle of a term due to voluntary or involuntary resignation, an interim replacement may be elected by a majority vote as soon as reasonably possible. The interim replacement shall not serve as an officer in the same year. The term of the interim replacement ends on 31 December of the same calendar year.
Section 6. Recruitment and Induction of Board Members: The Board shall periodically assess the need for succession and identify potential candidates. When a vacancy occurs on the Board, consideration shall be given to the experience and skill areas that need to be represented and aligned with the existing Board composition and constituencies.
Section 7. Board Evaluation: The Board shall annually conduct a self-evaluation in order to demonstrate accountability to the community and ensure that governance effectively supports the Library’s vision and goals. The evaluation may address any area of the Board’s responsibility, including but not limited to performance concerning vision setting, policy, fundraising, programming, and community relations. The annual self-evaluation may also examine the effectiveness of the Board’s internal workings, including meeting productivity, coverage and distribution of key responsibilities, and similar administrative protocol.
ARTICLE IV. MEETINGS
Section 1. Regular Meetings: The Board shall hold one (1) or more recurring monthly meeting throughout the year on dates determined by the Board. All business transacted at the meeting shall be recorded by the Secretary. The meeting shall follow an agenda that is available to Trustees at least two (2) business days before the meeting. The President shall chair each meeting. In the event of the President’s absence, the President can appoint a Trustee member who will be present at the meeting to chair the meeting prior to the meeting.
Section 2. Meeting Minutes: Board-approved meeting minutes shall serve as the official record of all Board actions. The Secretary is responsible for the preparation and distribution of meeting minutes for each meeting. Board members shall receive a draft of the preceding meeting minutes before the next Board meeting. Meeting minutes shall be revised, if necessary, and approved at the next meeting.
Section 3. Rules of Order: The rules contained in Robert’s Rules of Order Newly Revised shall govern meetings of the Board of Trustees in all cases to which they are applicable and in which they are consistent with the Bylaws and any special rules of order the Board may choose to adopt.
ARTICLE V. OFFICERS
Section 1. Officers of the Board: The Officers of the Board shall be a President, a Secretary, and a Treasurer. The Officers shall be elected by the Board of Trustees and shall be present members of the Board of Trustees. To serve as the President of the Board of Trustees, the nominee must have a minimum of two years of experience as a Board member for the Library.
Section 2. Term: The term for an Officer shall be one (1) calendar year. An Officer can serve up to three (3) consecutive terms, after which time the Trustee shall be ineligible for re-election to that Officer position for one calendar year.
In the October meeting, the President shall ask Officers eligible for another term if they wish to continue in their positions or vacate. Trustees interested in filling any upcoming vacancies may offer their services at that time.
In the November meeting, the President shall ask for nominations for any vacating Officer positions. A Trustee can nominate another qualified Trustee for the position, or a Trustee can self-nominate for the position. The Board of Trustees has until the next meeting to consider nominee qualifications for vacating Officer positions.
In the December meeting, the Board shall vote and elect Trustees to fill Officer position vacancies for the next term.
Section 3. Duties: The Officers of the Board shall perform the duties assigned to their positions and additional duties may be requested by the Board or by the President. Officer duties may include the following:
a) President:
1) Serves as the Chief Executive Officer and shall preside at all meetings of the Board.
2) Appoints a chairperson for every Standing and Ad Hoc Committees.
3) Serves as an ex-officio member of all committees if not already included as a member.
4) Cannot serve on the nominating committee.
5) Appoints a Trustee to record the meeting minutes in the absence of the Secretary.
6) Appoints a Trustee to chair a meeting in the event of the President’s absence.
7) Appoints a Trustee to serve as interim Secretary or Treasurer when the current Officer is unable to fulfill the role, until a new Officer is elected by the Board.
b) Secretary:
1) Records the minutes for every meeting and distributes them to all members of the Board for review after each meeting.
2) Performs administrative and secretarial duties as requested.
3) Assists with transition to the new Secretary.
c) Treasurer:
1) Maintains custody of all Library funds.
2) Compiles reports for the Library’s monthly income and expenditures.
3) Prepares the annual financial report for the Commonwealth of Pennsylvania reporting purposes.
4) Assists with transition to the new Treasurer.
ARTICLE VI. COMMITTEES
Section 1. Appointment: The President shall appoint Standing and Ad Hoc Committees as the Board shall deem requisite for the orderly conduct of Library operations .
Section 2. Standing Committees: There shall be a Finance Committee and a Governance Committee formed annually. The committee members may continue in their roles during their service to the Board unless the Board determines that a member’s skills are better utilized in another capacity.
Section 3. Ad Hoc Committees: The President may appoint Ad Hoc committees to fulfill specific responsibilities. An Ad Hoc Committee shall be disbanded upon the Board’s consensus that the assigned responsibility is completed or the committee is otherwise no longer necessary.
ARTICLE VII. LIBRARY DIRECTOR
Section 1. Responsibility: The Library Director shall have day-to-day operational responsibility for the Library, and shall be governed by the articles of the Library’s incorporation, by these Bylaws and by the position’s job description. The Library Director shall execute the governing policies, guidance, rules and regulations issued by the Board of Trustees. The Library Director shall attend Board meetings, provide updates on the progress of Library operations and serve as an ex-officio member of committees, without voting power.
Section 2. Director Evaluation: The Board, through an ad hoc committee, shall annually conduct an evaluation of the Library Director to assess the effective operation of the Library. The evaluation shall be a comprehensive review of the Director’s fulfillment of responsibilities, including but not limited to performance in relation to vision setting, policy, fundraising, programming and community relations. Additional objectives related to operations, staff, volunteer relationships, and goals relevant to the growth of the Library may be included in the evaluation as well.
ARTICLE VIII. BONDING
The Board of Trustees and the Library Director shall be bonded in the amounts and by sureties that are satisfactory to the Board.
ARTICLE IX. AMENDMENTS
These Bylaws may be amended or repealed by a majority vote of the Board of Trustees as follows: The proposed change shall be presented in writing and emailed to all Board members at least one (1) week before the next meeting at which the proposed change shall be discussed. The notice shall include the language of the proposed change and a statement describing the rationale for the change. The Board shall vote to approve amendment(s) when all changes and/or concerns raised by the Board members have been addressed.
ARTICLE X. DIRECTOR AND BOARD OFFICERS’ LIABILITY LIMITATION AND INDEMNIFICATION
Section 1. General: The Library hereby acknowledges its responsibility to afford to its Director and Board Trustees the protection and indemnity granted under the laws of the Commonwealth of Pennsylvania, to the greatest extent possible. Accordingly, the Library shall secure suitable insurance for the Director and Board Trustees in an appropriate amount to be determined annually.
Section 2. Standard of Care, Justifiable Reliance and Personal Liability:
a) General Rules: The Library Director and Board Trustees shall not be personally liable for any monetary or civil damages as a result of any acts or omissions relating solely to the performance of their duties, as provided in 15 PA. C.S.A. Section 513 and 42 PA C.S.A. Section 8332.2 (related to personal liability), unless:
1) They have breached or failed to perform the duties of their positions; and
2) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
b) Exception: The foregoing shall not apply to:
1) The responsibility or liability of a Director or Trustees pursuant to any criminal statutes; or
2) The liability of a Director or Trustees for the payment of taxes pursuant to Federal, State, or local law.
ARTICLE XI. DISSOLUTION
Dissolution of the Library shall be accomplished in accordance with the provisions of the Pennsylvania Associations Code, 15 PA C.S.A., and Chapter 59, Subchapter F, Section 5971 (Voluntary dissolution and winding up). Any surplus of assets remaining shall be distributed only to such organizations which are exempt under Section 501 (c) (3) of the Internal Revenue Code. In designating such recipient non-profit library, the Board of Trustees shall seek an organization as closely in keeping with the Library’s purposes as possible, and one which shall benefit to the greatest degree possible, the residents of Southern Wayne County.