Clark Memorial Library Association
Carolina, Rhode Island
Constitution and Bylaws
(
Please note: lines in italics represent proposed amendments)Constitution
Article I
The legally incorporated name of the Library is the Clark Memorial Library Association.
Article II
The purpose of the Association is to provide free public library services to the town of Richmond, Rhode Island, and library service to residents of neighboring communities. The Association will provide service in conformance with State and National standards.
Article III
Membership in the Association shall be open to residents of the town of Richmond, and to any non-resident who wishes to support the purposes of the Association. The majority of members shall be residents of the town of Richmond. Persons may become members at any time through contribution to the annual fund. See Bylaws, Section I: Membership.
Article IV
The Association shall be governed by a board of trustees of at least five voting members, but not more than nine voting members. These members are to be elected at the annual meeting. One additional member may be appointed by the president as liaison to the town council. This member shall be a non-voting member. It is preferable that a majority of trustees shall be residents of the town of Richmond.
Article V
The constitution and bylaws may be amended in whole or in part at the annual meeting of the Association, or at a special meeting of the Association called for that purpose, provided that the changes are submitted to the members, in writing, at least one month prior to the meeting at which they are voted upon. Proposed changes will be posted on the library website and in the library itself. Changes must be approved by two thirds of the members present at said meeting.
Bylaws
Section I: Membership
Members are persons who support the Association by contributing to the annual fund.
Members are eligible to vote in the election of Board Members at the annual meeting and at a special meeting called in accordance with Section IV-b.
Section II: Board of Trustees
The trustees shall take possession of said library and shall be the legal guardians of the same. They shall provide suitable rooms for the library, arrange for the proper care of the same, choose one or more competent persons as director and fix their compensation, and make all needful rules and regulations for the government of the library and the use of the collection. The board shall appoint a director who is required to run the library according to National and State standards.
The board of directors shall consist of a President, Secretary, Treasurer, and may also include a Vice President, a Membership trustee, and a Fundraising trustee and any other trustee that the board deems necessary and reasonable. A non-voting liaison may be appointed by the President.
President: The President, or an alternate designated by him/her, shall be the official representative of the Association. The President shall preside at all meetings of the Board of Trustees, and shall execute on behalf of the Association, all legal papers and documents. The President shall have all the authority and powers of the treasurer in the event of a vacancy in that office, or in the absence or disability of the treasurer, and shall be an ex-officio member of all committees except the nominating committee, and shall perform all other duties pertaining to the office of President.
Vice President: the Vice President, if one shall be deemed necessary, may perform all duties of the President in the event of his/her absence or disability. S/he shall serve as liaison to the Office of Library and Information Services and the Rhode Island Library Association in cooperation with the director.
Secretary: The Secretary shall take minutes of all meetings of the Association and Board of Trustees and shall keep them in his or her custody. The Secretary shall have available for reference at all meetings a copy of the by-laws of the Association and shall notify the members of annual and special meetings. The secretary shall have charge of the correspondence of the Association and shall keep on file copies of all communications received and sent.
Treasurer: The Treasurer shall be responsible for overseeing the financial wellbeing of the library, for oversight of the library budget and oversight of the endowment. The Treasurer shall monitor the routine financial business of the library and render an account at meetings of the Association and Board of Trustees. The Treasurer shall have the custody of the monies, funds and financial papers of the Association. The Treasurer shall have the authority to sign and endorse all checks, notes, and reports in the usual course of business.
Membership Trustee: The Membership Trustee may or may not be a member of the Board; s/he is responsible for the recruitment of members and maintaining the membership rolls.
Fundraising Trustee: He or she is responsible for the organization and management of fundraising efforts to supplement the Association’s budget.
Town Council Liaison: He or she is appointed by the President to act as a liaison between the board and the town council. This is a non-voting position.
Section III: Election of Officers
The election of officers shall take place at the annual meeting. Terms shall be for two years. No board member shall serve for more than two consecutive terms in the same office. Vacancies shall be filled by appointment by the board to serve until the next regular election.
At least six weeks prior to the annual meeting, the president shall appoint a nominating committee consisting of at least three members, of whom one must be a trustee. This committee shall present a slate of officers to be voted on at the annual meeting. Members of the Association may also make nominations from the floor.
When any trustee fails to attend more than half the regular meetings of the board in a calendar year, the board may declare this position vacant. In some cases a trustee may remain a member in absentia if his/her responsibilities and reports are filed via email..
Section IV: Meetings
The annual meeting of the Association shall be held in the fall of the year.
Special meetings of the Association may be called by the President, a majority of the board of trustees, or by written request of five members.
The Board of Trustees may meet at their discretion, with a minimum of at least once each quarter. A quorum for the transaction of business shall be a simple majority of the voting members. Members of the Association may attend board meetings and may introduce motions for consideration by the board. Only voting members of the board may vote at meetings of the Board of Trustees.
Notice of meetings shall be posted in the library at least ten days prior to the meeting date and on the library’s website. Notice of annual meetings shall be posted at least one month prior to the meeting in the library and on the library website.
Section V: Committees
The chairperson of any standing committee shall be elected by the Board of Trustees.
Special committees may be formed at the request of the board.
Section VI: Director
The Director is the Board’s executive officer and shall have sole charge of administering the library under the Board’s direction and review. The Director shall be responsible for employing and directing the staff, for selecting library materials, for overseeing of the buildings and equipment, for the efficiency of the library’s service to the public, and for operating the library under the conditions set forth in the annual budget. The Director is responsible for overseeing the daily financial situation of the library. The Director can perform the duties of the secretary of the Association board and shall attend all board meetings except for discussions of his/her employment or salary.