Bylaws of the Buffalo and Erie County Public Library
Adopted June 17, 1999
Amended May 18, 2000
Amended March 20, 2003
Amended November 16, 2006
Amended December 18, 2008
ARTICLE I - Tenure of office and powers and duties of Trustees
1. The Board of Trustees of the Buffalo and Erie County Public Library shall consist of 15 members who shall be appointed and serve in accordance with the provisions of Chapter 768 of the Laws of 1953 of the State of New York, known as "An Act authorizing the consolidation of city and county public libraries, etc." and shall have all of the powers and duties as prescribed therein.
2. Vacancies for expired or unexpired terms on the Board of Trustees shall be filled by the County Executive subject to approval by the Erie County Legislature.
3. The funds of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Trustees shall designate, and shall be drawn upon when authorized by checks signed either (1) by two officers of the Board, or (2) by one officer and the Director or acting Director. The securities of the corporation shall be subject to negotiation or transfer when authorized upon endorsement either (1) by two officers of the Board, or (2) by one officer and one member of the Budget and Finance Committee, or (3) by two members of the Budget and Finance committee, all as subject to the requirements of New York State General Municipal Law sections 10-11.
4. Any Trustee who has served at least one full term (including a term as Chairman) may, upon expiration of a final term, be appointed a Trustee Emeritus by a vote of a majority of the entire Board of Trustees. A Trustee Emeritus shall not have a vote and shall not be counted in determining whether a quorum is present, but a Trustee Emeritus shall receive notice of all meetings of the Board and shall be entitled to participate in its deliberations and to serve on any committee to which the Trustee Emeritus may be appointed.
5. There shall be full disclosure by any Trustee having a business or personal interest or relationship that may be in conflict with the interest of the Buffalo and Erie County Public Library.
No contract or other transaction between the Buffalo and Erie County
Public Library and one or more of its Trustees, or between the
Buffalo and Erie County Public Library and any other corporation, firm, association or other entity in which one or more of its Trustees are Trustees, Directors or Officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Trustees are present at the meeting of the Board of Trustees, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose if the material facts as to such Trustee's interest in such contract or transaction and as to any such common Trusteeship, Directorship, officership or financial interest are disclosed in good faith or known to the Board or committee thereof, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such Trustee.
If such good faith disclosure of the material facts as to the Trustee's interest in the contract or transaction and as to any such common Trusteeship, Directorship, Officership or financial interest, is made or known to the Board or committee authorizing such contract or transaction, as provided above, the contract or transaction may not be avoided by the Buffalo and Erie County Public Library for the reasons set forth above. If there was no such disclosure or knowledge, or if the vote of such interested Trustee was necessary for the authorization of such contract or transaction at a meeting of the Board or committee at which it was authorized, the Buffalo and Erie County Public Library may avoid the contract or transaction unless the party or parties thereto shall establish affirmatively that the contract or transaction was fair and reasonable as to the Buffalo and Erie County Public Library at the time it was authorized by the Board or a committee thereof.
Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board or of a committee, which authorizes such contract or transaction.
6. The Chairman shall act as the official spokesperson for the Board of Trustees and is authorized to represent the interests of the Board to all outside parties.
7. Request for review of any matter by Library legal counsel shall be communicated to legal counsel only by the Chairman and/or the
Director of the Library, or their specifically authorized designee(s).
ARTICLE II - Meetings
1. Regular monthly meetings of the Board shall be held on a day selected by the Board at its organizational meeting each January, and at such place and hour as may, from time to time, be prescribed by the Board; provided that the Board may, by resolution, intermit meetings for a particular month or months. The Chairman or Executive Committee may postpone meetings because of holidays or similar special reason, except that only one such postponement may be made without action of a majority of the Board.
2. Special meetings shall be held on the call of the Chairman or of any three Trustees. Notices of regular and special meetings shall be mailed not less than five nor more than ten days before such meetings and notices of special meetings shall state the subject proposed for consideration.
3. Eight Trustees shall constitute a quorum, and in the absence of a quorum, the Trustees present shall adjourn the meeting to a day fixed, notice of which shall be given by the Secretary.
4. Proceedings shall be conducted in the manner usual in deliberative
bodies. The presiding officer shall decide all questions of order,
subject to appeal without debate. The "ayes" and "nays" on any vote
shall be entered on the minutes at the request of any Trustee present..
5. The order of business shall be as follows:
A. Call of the Roll
B. Approval / Changes to Agenda
C. Minutes of Preceding Meeting
D. Nominations and Elections of Officers, if any
E. Report of the Chair
F. Committee Reports
G. Report of the Director
H. Public Comment
I. Unfinished Business
J. New Business
6. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. With regard to Board meetings only participation by means of a conference telephone or similar communications equipment must also be audible to the general public in attendance at the Board meeting
ARTICLE III - Officers
1. The officers of the Board shall be a Chairman, a Vice Chairman, a Secretary and a Treasurer, all of whom shall be members of the Board, and shall serve for one year or until their successors are elected.
2. No officer of this Board shall be elected for more than three consecutive one-year terms for the same office.
ARTICLE IV - Duties, Election and Qualifications of Officers
1. The Chairman shall be elected at the regular meeting of the Board in January of each year. The Chairman shall be a member ex officio of all Standing and Special Committees. The Chairman shall preside at all meetings and shall execute, on behalf of the Corporation, any and all instruments which are authorized by the Board of Trustees to be so executed.
2. The Vice Chairman shall be elected at the regular meeting in January of each year, and shall act as Chairman, with all powers of the Chairman, in the absence or disability of the Chairman, or when the Board of Trustees shall so direct.
3. The Secretary shall be elected at the regular meeting in January of each year. The Secretary shall send notices of meetings of the Board, record its transactions, and conduct its correspondence.
4. The Treasurer shall have the power, together with the Chairman, to execute, on behalf of the Corporation, all receipts, releases and discharges for all moneys received by the Corporation through gift or bequest or otherwise, and when properly authorized by the Board of Trustees, all contracts and agreements on behalf of the Corporation and leases of properties rented by or to the Corporation.
5. In the absence or disability at a meeting of the Chairman and Vice
Chairman, the Secretary shall preside at the selection by majority
vote of the Trustees present and voting thereon of a chairman pro tem, and said chairman pro tem shall thereupon preside at said meeting with all the powers and duties of the office of Chairman.
6. Vacancies among the officers shall be filled by an election by ballot at a regular meeting or special meeting, and a vote of a majority of the Trustees present shall be necessary to hold an election. No such vacancies shall be filled except after nomination at a preceding regular meeting or special meeting.
ARTICLE V - Committees
1. There shall be the following Standing Committees:
A. Executive Committee
B. Budget and Finance Committee
C. Policy Committee
D. Building Oversight Committee
2. The Executive Committee shall consist of the Chairman, Vice Chairman and three other Trustees who shall be elected at the regular meeting of the Board in January of each year. All past Chairmen who are members of the Board (other than any constituting one of such three other Trustees so elected) or who are Trustees Emeritus shall be ex officio members of the Executive Committee but shall not have a vote and shall not be counted in determining whether a quorum is present. The Chairman of the Board of Trustees may be Chairman of the Executive Committee or the Chairman may appoint a member of the Board of Trustees who is a member of the Executive Committee to be Chairman of the Executive Committee.
3. The Budget and Finance Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chairman, subject to the approval of the Board.
4. The Policy Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chairman, subject to the approval of the Board.
5. The Building Oversight Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chairman, subject to the approval of the Board.
6. All vacancies occurring in the Standing Committees shall be filled by the Chairman, subject to the approval of the Board.
7. A majority of any Committee shall constitute a quorum. The actions of all Committees shall be subject to theapproval of the Board of Trustees and no Committee shall authorize any expenditure of money without authorization by the Board of Trustees.
8. A Nominating Committee shall be selected at the December meeting in each year. It shall consist of five members, two of whom shall be appointed by the Chairman from the Board of Trustees, and three of whom shall be elected by the Board of Trustees from its members.
The Chairman of the Board of Trustees shall appoint the Chairman of
this Nominating Committee. It shall be the duty of the Nominating Committee to present to the January meeting next following nominations for Chairman, Vice Chairman, Secretary, Treasurer and three members of the Executive Committee.
9. Special Committees may be appointed by the Chairman at any time, subject to the approval of the Board. A Trustee Emeritus may also be appointed to such committee.
10. All Committees shall report their actions or recommendations for
action on matters referred to them at the time and in the manner
prescribed by the Board of Trustees.
ARTICLE VI - Duties of Committees
1. The Executive Committee, in intervals between meetings of the Board of Trustees, shall have all the powers and duties of the Board of Trustees not inconsistent with law. All Trustees should be notified of any actions within three (3) business days.
2. The Budget and Finance Committee shall have general management of the finances, funds and investments of the corporation, subject to the control of the Board of Trustees. It shall prepare, assisted by the Director, a budget request in such form and at such time as may be required by the County and submit the same to the Board each year.
3. The Policy Committee shall support the development of policies that govern and guide Library staff in areas of human resources, circulation of library materials, collection development, access to library facilities and resources, and such other matters as pertain to effective operations consistent with the Library's mission of service to the community.
4. The Building Oversight Committee shall act to ensure that adequate facilities are designed, situated, constructed and maintained to meet the Library's mission of service to the community. The Chairman of the Building Oversight Committee shall represent the Board on the Building Advisory Committee, as constituted in the Board's Guidelines and Procedures for Approval of New Library Construction.
ARTICLE VII - Director and Deputy Directors
1. The Director shall be the administrative, executive, and fiscal officer of the Library and subject to the supervision and control of the Board of Trustees, have general control and direction of the employees, business affairs and administration of the Library. The Director shall perform such other duties as may be assigned from time to time by the Board of Trustees.
2. All communications to the Board and matters of administration to be considered by the Board or its Committees shall be submitted to the Board or Committees by the Director with such information or recommendation with respect thereto as the Director may deem necessary. The Director may require the attendance of any Deputy Director at any Board or Committee meeting.
3. The Director shall be responsible for the proper performance of the duties of the Deputy Directors and heads of the Departments and shall have the power and authority to require reports on the details of the work of the several Departments as the Director may deem necessary and desirable. It shall also be the duty of the Director to endeavor to recruit, train and qualify suitable persons as potential candidates for eventual appointment to the office of Deputy Director and Director.
4. It shall be the duty of the Director to attend all meetings of the Board and Committees of the Board, including Budget hearings, or other municipal meetings where action may be taken affecting the interests of the Library.
5. There shall be such Deputy Directors as may be appointed by the Board. The Deputy Directors shall be authorized generally, when directed by the Board, to act for and in place of the Director during the Director's absence or inability to act and shall perform such duties as may be assigned to them by the Board of Trustees and the Director.
6. The term of office of the Director and of each Deputy Director shall be for a period of three years.
ARTICLE VIII - Amendments
1. No Bylaws shall be made, altered or repealed except by majority vote of the entire Board of Trustees. Notice of a meeting to conduct such business shall identify any and all proposed actions.
1. Nothing contained in these Bylaws shall be construed and interpreted as being contrary to the letter and spirit of Chapter 768 of the Laws of 1953 of the State of New York, under which Act the Buffalo and Erie County Public Library has been incorporated.