Approved at meeting on October 26 2021
ARTICLE I – Organization
The name of this corporation is the Sally Ploof Hunter Memorial Library (“Library”). The principal location of the Library is 101 Public Works Drive, Black River, New York 13612. The Library is chartered by the Board of Regents of the University of the State of New York as a free association library. The service area of the Library consists of Village of Black River and surrounding communities. The Internal Revenue Service has determined that the Library is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II – Mission & Vision
The Sally Ploof Hunter Memorial Library aims to be the connection point of choice for our community’s information, entertainment, and social needs.
- Community – We seek to actively serve and engage our neighbors in the Village of Black River and the towns of LeRay and Rutland.
- Relevance – We will provide library services, programs, and events which are intentionally developed to meet the perceived needs of the community in which we live.
- Diversity – We will continue to serve patrons of all backgrounds, and offer a variety of specific programs including those for children, youth, and adults.
- Technology – In addition to our robust collection of printed materials, we will provide rich content to our patrons, including audiobooks, digital video, eBooks, etc. We will also provide access and opportunities to learn modern technologies.
- History – We are committed to the collection, archival, and sharing of historic documentation related to our community and its people.
- Partnership – We will work with the North Country Library System and other area entities to share resources and programs within the larger Northern NY region.
ARTICLE III – Board of Trustees
The Sally Ploof Hunter Memorial Library is operated under the direction of the Board of Trustees and in conjunction with the North Country Library System (NCLS).
In accordance with the Library charter, the Board of Trustees shall consist of not less than five nor more than fifteen members. Trustees shall be elected to three-year terms. Elections shall be staggered such that roughly one-third of the board is elected or re-elected at each annual election. To be eligible to serve on the Board of Trustees, one must be a patron of the Library and live in the Village of Black River or surrounding communities.
All actions of the Board shall be of the Board as a whole. No individual Board members shall act on behalf of the Library, on any matter, without prior approval of the Board, except where specified by Library operating policies.
The full term of service for each trustee elected in the annual election shall be three years. Should a trusteeship be vacated before that trustee’s full term has expired, the Board may choose to allow the remaining term of office to expire unfilled. Alternatively, the Nomination Committee may recommend a candidate to fill the term. The candidate must be approved by a simple majority vote of the Board members present. If there are insufficient trustees to form a quorum because of the resignation or death of one or more Trustees, the Nominating Committee must initiate a search for new trustee candidates, or recommend existing candidates for a formal vote.
When the Board desires to fill a vacancy or add a new trustee, the following steps will be followed. This should be done in the Executive Session.
1. A current board member, or director, will bring forth a name for consideration to the entire board. The person submitting the name should supply background information and the reason why this person would be a good fit.
2. The merits of this candidate will be discussed.
3. A vote of the trustees present at the meeting is conducted. A majority vote is needed in order to invite this person to the next board meeting.
4. The person who brought the name to the table shall extend the invitation from the board to attend the next meeting.
A Trustee may also be removed for misconduct, incapacity, neglect of duty, or refusal to carry into effect the Library’s mission and vision. Should the Board seek to remove a Trustee for these reasons, the following procedures will be followed:
- A written complaint to remove a Trustee from office must state the factual basis for removal, and be submitted for a Resolution to remove by the Board. All proceedings for Resolutions to remove and for the actual removal of Trustees shall remain confidential within the Board.
- A Trustee who is subject to removal (for reasons other than abandonment of office) is entitled to written notice, including a copy of the complaint, to be mailed at least seven (7) days prior to the meeting at which the Resolution is to be considered for a vote.
- Before the Board of Trustees votes on the proposed Resolution, the board member in question may present arguments in opposition before the vote. A simple majority vote of the Board is required for removal.
A trustee shall recuse himself/herself from any vote having an effect in any way upon the interest of that trustee or any member of that trustee’s family.
As leaders within the Library and community, Trustees are expected to model appropriate and professional behavior, including a positive culture of mutual respect and understanding. When any member acts in a manner that is not in the best interests of the Library, or in the cooperative nature of the board, the Board President should discuss the issue with the trustee in a direct and constructive manner.
ARTICLE IV – Officers
The trustees shall elect, to hold office during their pleasure, a President, Vice-President, Treasurer, and Secretary of the board who, subject to the rules and direction of the trustees, shall have the usual powers and duties of such officers, and such as shall be specially charged upon them.
- Chair all regular and special meetings of the Board.
- Execute all documents authorized by the Board.
- Provide an agenda for all Board meetings.
- Authorize call for any special meeting as directed by the by-laws.
- Appoint Trustees to standing committees coinciding with the calendar year. The appointments should be available at the beginning of the regular January meeting.
- Ex-officio member of all standing committees.
- Perform presidential functions when the President is unavailable.
- Assume presidency if President is unable to complete her/his term. The Board will then immediately elect a new Vice-President.
- Co-ordinate peer mentoring for all new trustees.
- If the Secretary is absent, the Vice-President will record minutes for that meeting.
- Work closely with the Director in all fiscal matters.
- Oversee receipt of annual funds.
- Present monthly budget and net worth reports to the full board.
- Supervise cash flow.
- Record minutes at regular and special meetings and distribute copies of said minutes to the Trustees before the next scheduled meeting.
- Maintain on permanent file in the library, a copy of minutes, correspondence, librarian’s reports or any other pertinent correspondence or report relevant to the Board of Trustees or the Library.
- Provide necessary correspondence and/or signatures as directed by the Board.
The executive officers shall be elected from among the Board of Trustees at the first regular meeting in each calendar year and shall remain in office until their successors are elected.
The term of office for executive officers shall be for one year, coinciding with the calendar year.
ARTICLE V – Committees
The board shall appoint to serve, during its pleasure, such committees as may be needed. Examples include a Finance Committee, Nomination Committee, Interview Committee, etc.
ARTICLE VI – Library Director
The Director shall be appointed by the Board and shall be the executive director of all policies adopted by the Board. The duties and responsibilities of the Director shall be as stated in the current job description approved by the Board of Trustees.
ARTICLE VII – Meetings
Regular meetings of the Board of Trustees shall be held at the library on a monthly schedule to be determined annually by the Board.
Special meetings may be held at any time at the call of the President or at the call of any three trustees of the Board, provided that notice thereof be given to all Trustees at least twenty-four hours in advance of the special meeting.
The minutes of all meetings called by the Board shall reflect Board member attendance. The absences (i.e., excused absence or non-excused absence) shall be noted in the attendance section of the minutes of all Board meetings.
A meeting shall not be called to order unless there is a quorum. A quorum shall consist of at least half of the currently serving Trustees.
ARTICLE VIII – Amendments
Amendments to the Library Bylaws may be proposed at a Regular Meeting of the Board of Trustees and become effective upon a large majority (2/3) vote at that meeting.