BYLAWS
of the
LOCUST VALLEY LIBRARY ASSOCIATION
LOCUST VALLEY, NEW YORK
ARTICLE I
NAME
This
Free Association Library is and shall be known as Locust Valley Library
(the Association), being its name as stated in its Charter granted
September 22, 1910, and registered on August 31, 1911, by the Regents of the
University of the State of New York. The principal office of the Association
shall be located at 170 Buckram Road, Locust Valley, Town of Oyster Bay, County
of Nassau, State of New York.
ARTICLE II
OBJECTIVE
The
objective of the Association shall be to maintain a free association library
known as Locust Valley Library (the Library) within the area
designated as Union Free School District No. 4, Town of Oyster Bay, County of
Nassau, State of New York, as more fully described on a map annexed as Appendix
A. The Association shall be responsible for the management and control of all
activities conducted on Library property or in the name of the Library.
ARTICLE III
MEMBERSHIP
Sec. 1 Any natural person eighteen years or over who is a
resident of or taxpayer in Union Free School District No. 4 and a holder of a
valid Locust Valley Library card in good standing, is a member of the
Association so long as such person complies with the terms and conditions of
membership as hereinafter set forth. Membership in the Association shall not be
required for the free use of the Library.
Sec. 2 A qualified, natural person becomes a member of the
Association upon signing and filing with the Association an application form to
be provided by the Association, which shall set forth the proposed members
name and address and shall contain a statement that the proposed member is
eighteen years or over and resides or is a taxpayer within the boundaries of
the Union Free School District No. 4.
Sec. 4 A member of the Association shall be
eligible to vote at the Annual Meeting
of
the Association, for the election of Trustees and at any Special Meetings of
the Association provided the member shall have been a member for not less than
thirty days prior to the scheduled date of the meeting at which that person
seeks to vote.
ARTICLE IV
MEETINGS AND ELECTIONS OF THE ASSOCIATION
Sec. 1 The Annual Meeting of the
Association shall be held at the Library on the
fourth Monday in April, or on such other day in April
as the Board of Trustees (the Board) may determine, at 7:30 PM for the
purpose of receiving reports of the President, the Treasurer, and the Library
Director (the Director) and transacting such other business as shall
be presented. At least two weeks notice of said meeting shall be given by mail
to all members of the Association, posted in the Library, and advertised once
in a newspaper having general circulation within the District. Each notice shall
contain the following information: date, time, and place of the Annual Meeting;
qualifications for voting at the Annual Meeting; date, time, place, and
qualifications for voting in the election of Trustees; and the list of all
candidates, in alphabetical order, including a brief biographical sketch and a
brief position statement of each candidate.
Sec. 2 Special Meetings of the Association shall be called
by the President or a majority of the Board, and must be scheduled by the
President within two weeks of receiving a written request signed by twenty-five
members of the Association and stating the purpose of the meeting. The meeting
shall be held within six weeks of receiving the request.
Sec. 3 Notice of any Special Meeting of the Association shall
be made in the manner prescribed in Section 1 hereof for notice of Annual
Meetings. The purpose of the Special Meeting shall be included in the notice.
Sec. 4 Ten members of the Association shall constitute a
quorum at meetings of the Association.
Sec. 5 There shall be no absentee ballots, proxy voting, or
nominations from the floor at the election of Trustees, at the Annual Meeting,
at Special Meetings of the Association, or at meetings of the Board.
ARTICLE V
BOARD OF TRUSTEES
Sec. 1 The Board shall consist of seven
Trustees, all of whom must be Members of
the Association.
Sec. 2 The Board shall have full power and authority over
the affairs of the Association and the Library except that it must comply with
these bylaws.
Sec. 3 Trustees elected shall hold office for a term of
three years and until their successors are duly elected. Except for a vacancy
in the office of President, any vacancy occurring by reason of death,
resignation, sustained incapacitation, or other termination in the office of a
Trustee shall be filled within sixty days, for the period remaining until the
next election by the membership, as a Board appointment confirmed by a majority
of the remaining members of the Board.
Sec. 4 Any Trustee who shall have been elected or appointed to successive terms totaling nine years shall be eligible for election to one additional three year term only through nomination obtained pursuant to ARTICLE VI, Sec. 1(h). Any Trustee who shall have been elected or appointed
to successive terms totaling twelve years shall not be eligible for further
election or appointment as Trustee until the expiration of two years from the
end of that Trustee's last term.
Sec. 5 The Association shall, to the extent permitted by law,
indemnify each and every Trustee or officer, past or present, of the
Association and their heirs, executors, and administrators against all
expenses, including amounts of judgments against or amounts paid in settlement
by such persons, together with all costs (legal, accounting, or otherwise)
necessarily or reasonably incurred by or otherwise imposed upon them, in
connection with any action, suit, or proceeding to which they may be made a
party, or with which they may be threatened by reason of action taken by or on
behalf of the Association, whether or not that person continues to be such at
the time of incurring such expenses. The right of indemnification provided
herein shall not be deemed exclusive of any other right to which those
indemnified may be entitled apart from this Article.
ARTICLE VI
NOMINATIONS AND ELECTIONS
Sec. 1 Nomination of Trustees: Nominations may be made by
the decision of a Trustee to seek reelection, by the Nominating Committee, or
by petition, and in the following manner:
a.
A Trustee
seeking reelection shall notify the Secretary, in writing, on or before the
second Monday in December preceding the Annual Meeting.
b. The Chair of the
Nominating Committee shall file with the Secretary a list of nominees on or before the second Monday of January preceding the Annual Meeting. In addition, the Chair of the Nominating Committee shall give a report to the Board at the first regular meeting of the Board that is held after the second Monday of January preceding the Annual Meeting. Following that meeting, the
Secretary shall post the names of the nominees for Trustee in the Library and
shall submit for publication a news release to the local media within seven
days.
c.
Nominations for
Trustee may be made by Petition, on a form prescribed by the Board and signed
by twenty-five persons who have been members of the Association for at least
thirty days prior to signing the petition. Any such Petition shall be filed
with the Secretary on or before the second Monday of February preceding the
Annual Meeting.
d.
All candidates
shall furnish the Secretary with a brief biographical sketch and a brief
position statement on or before the second Monday of February preceding the
Annual Meeting.
e.
The Secretary
shall cause a report of all nominations, in alphabetical order, including the
brief biographical sketches and brief position statements, to be published once
during the month of March and also at least once during the month of April, at
least seven days prior to the scheduled date of the election, in a newspaper
having general circulation with the district.
f.
Any member of
the Nominating Committee who accepts a nomination must resign from the
Committee.
g.
No employee of
the Association, Board, or Library may serve as a Trustee.
h. Any Association member may submit his or
her name directly to the nominating committee to be considered for nomination
to an open trustee seat. Such submission must be made by September 1 following
the Annual Meeting.
Sec. 2 Election of Trustees:
a.
If the election
is contested, (i.e., an election in which the number of candidates exceeds the
number of Trustee positions to be filled) the Secretary shall prepare a written
ballot to be used for the election and shall provide ample quantities of the
ballot to the Chair of the Election Committee prior to the election. The ballot
shall list all candidates in alphabetical order.
b.
If the election
is contested, each member may cast one or more votes, by secret ballot, up to
the number of Trustee positions to be filled. A voter may not cast more than
one vote for any single Trustee candidate. Those candidates shall be elected
who receive the highest plurality of votes.
c.
If the election
is not contested, the Secretary shall cast one ballot for the candidates at the
Annual Meeting and they shall be declared elected.
d.
A member of the
Association shall be eligible to vote in the election of Trustees provided the
individual shall have been a member for not less than thirty days prior to the
scheduled date of the election.
e.
If the election
is contested, the polling place shall be the Library and the polls shall be
open a minimum of twenty hours during the week preceding the Annual Meeting and
at such times during that week as are prescribed by the Election Committee
pursuant to Article IX, Sec. 2(c).
f.
The results of
the election shall be announced at the Annual Meeting. Installation of the
elected candidates shall take place during the Annual Meeting.
Sec. 3 Election of the succeeding
Nominating Committee:
a.
The Nominating
Committee shall present a slate of nominees for the succeeding Nominating
Committee at the Annual Meeting.
b.
Election shall
be by voice vote.
ARTICLE VII
MEETINGS OF THE BOARD OF TRUSTEES
Sec. 1 Regular meetings of the Board shall be held not less
frequently than quarterly. Notice of regular meetings shall be posted in the
Library.
Sec. 2 Special Meetings of the Board may be called by the
President and shall be called upon the request of three members of the Board.
Notice of Special Meetings of the Board shall be given to all Board members in
the most expedient manner.
Sec. 3 Any Trustee who fails to attend three regular
meetings in succession, unless excused by the Board, shall be deemed to have
resigned and shall be so notified.
Sec. 4 Four Trustees shall constitute a
quorum at meetings of the Board.
ARTICLE VIII
OFFICERS
Sec. 1 The officers of the Association shall be a President,
a Vice-President, a Secretary, and a Treasurer, who shall be elected by the
Board each year from among their own body at the meeting of the Board which
shall follow immediately upon the adjournment of the Annual Meeting.
Sec. 2 Officers shall serve a term of one year and until
their successors are duly elected. No person shall serve in more than one
officer position at the same time.
Sec. 3 Except for a vacancy in the office of President, any
officer vacancy of the Association shall be filled by the Board within thirty
days of the date of vacancy.
Sec. 4 Sureties and Bonds: The President, Vice-President,
Secretary, Treasurer, and Director shall execute to the Association a bond in
such sum and with sureties as the Board may direct, at the expense of the
Association and conditioned upon the faithful performance of their duties and
including responsibility for negligence and the accounting of all property,
funds, or securities of the Association which may come into their hands. The
Board may apply this same requirement to any agent or supplier to the
Association.
ARTICLE IX
DUTIES OF OFFICERS
Sec. 1 The officers of the Association shall have those
duties prescribed in these bylaws and, if consistent with these bylaws, the
duties given to officers of not-for-profit organizations:
a.
The President
shall be the chief executive officer of the Association; shall preside at all
meetings; shall appoint all committees not otherwise appointed in consultation
with the Board; shall be a member ex-officio of all committees except the
Nominating Committee, the Personnel Committee and the Election Committee; shall
have access to all records as allowed by law; and shall report to the members
at the Annual Meeting on the proceedings of the past year, with a statement of
the condition and future plans of both the Association and the Library.
b.
The
Vice-President shall perform the duties of the President in the Presidents
absence or incapacitation. In the event of the death, sustained incapacitation,
or resignation of the President, the Vice-President shall become the President
for the remainder of the Presidents term of office.
c.
The Secretary
shall keep a written record of all meetings of the Board and all meetings of
the Association, which minutes shall be available for reading at meetings of
the Board or the Association as may be appropriate; shall have custody of all
records and official documents belonging to the Association; election of
Trustees and officers; shall issue notices of all meetings of the Board and of
the Association; shall handle the general correspondence of the Board and the
Association; shall maintain and have available for inspection by any member of
the Association a register containing the name and address of every member of
the Association, alphabetically arranged and showing the date when they became
members; shall recommend programs for the addition and retention of members;
and shall have custody of the corporate seal of the Association.
d.
The Treasurer
shall be the chief financial officer of the Association and shall have custody
of all of the funds and securities of the Association. At the end of each
fiscal year the Treasurer shall have an audit of the accounts made by an
independent auditor setting forth in full the financial conditions of the
Association and shall made the audit available to the Board at their first
regular meeting following receipt of the audit.
e.
Any two Trustees
of the Association or one Trustee and the Director shall be authorized to sign
for all accounts.
Sec. 2 Committees
a.
All committees
shall be discharged at the conclusion of the Presidents term of office or at
the next Annual meeting, whichever comes first. Except for the Nominating
Committee, no committee shall have other than advisory powers unless the Board
has delegated a specific power to act on its behalf.
b.
Nominating Committee:
1.
There shall be a
Nominating Committee, consisting of a Trustee appointed by the Board as
Committee Chair, Four Association members, and one alternate Association
member. The four members and alternate will be nominated from the entire
Association membership by the outgoing Nominating Committee and elected by
voice vote of the Association at the Annual Meeting to serve during the
succeeding year. No person may serve more than two consecutive terms on the
Nominating Committee.
2.
The alternate
member shall serve as an ex-officio member of the committee without vote and
shall become a voting member of the committee upon the resignation or sustained
incapacitation of an elected member.
3.
The Nominating
Committee shall hold its first meeting not later than September 30th
following the Annual Meeting. The deliberations of the Committee shall be
confidential. Only the Committee Chair will ask a recommended nominee if he or
she wishes to be considered for nomination as Trustee. The Committee shall
obtain a brief biographical sketch and a brief position statement from each
potential candidate, shall nominate at least one candidate for each vacancy on
the Board, and shall submit its report to the Secretary at the regular January
meeting of the Board preceding the Annual Meeting.
c.
Election
Committee:
1.
In the event of
a contested election, there shall be an Election Committee. The Election
Committee shall determine the schedule for the voting for Trustees and shall
cause the schedule so adopted to be published in accordance with the call for
the Annual Meeting. The polls shall be open a minimum of twenty (20) hours
during the week immediately preceding the Annual Meeting.
2.
The Election
Committee shall also appropriate and secure voting facilities for the election
of Trustees that precedes the Annual Meeting. The Committee shall make
available at the polls copies of the list of all candidates, in alphabetical
order, including a brief biographical sketch and brief position statement of
each candidate; shall employ tellers to assist with the election and to tally
the votes; and shall submit the final tally and report to the President as soon
as possible, prior to the Annual Meeting. The President shall report the
results of the election at the Annual Meeting.
d.
Personnel
Committee:
There shall be a Personnel Committee consisting of
not more than three members selected from among the members of the Board. There
shall be no ex-officio members. The duties of the committee shall be those
enumerated in a written personnel policy or resolution adopted by the Board.
ARTICLE X
DIRECTOR
Sec. 1 The Board shall appoint a qualified Director who
shall be the chief administrative officer of the Library, who shall act as a
professional advisor to the Board, and who shall function under the review and
direction of the Board. The Director shall not be an officer or a Trustee and
shall not serve as Chair of any committee.
Sec. 2 The Director shall have the authority to appoint
non-professional employees and shall report such appointments at the next
regular meeting of the Board.
Sec. 3 The Director shall recommend to the Board for
approval the appointments and duties of professional employees.
Sec. 4 The Director shall be responsible for the proper
direction and supervision of the Library staff, for the care and maintenance of
Library property, for an adequate and proper selection of all library
materials, for the efficiency and courtesy of service to the public, and for
overseeing all approved activities conducted on Library property.
Sec. 5 The Director may be a member of the Association if
otherwise qualified and shall be a member ex-officio without vote of the Board
and shall be expected to attend all meetings of the Association and the Board.
ARTICLE XI
FINANCES
Sec. 1 The fiscal year of the Association shall be July 1
through the following June 30.
Sec. 2 On or before February 15 of each calendar year, the
Director shall prepare and distribute to the Board a recommended budget for the
next fiscal year, which, upon approval of the Board at its regular March
meeting, shall be forwarded to the Board of Education of Central School
District No. 3, which includes Union Free School District No. 4, for submission
to the voters in the manner prescribed by law. Prior to forwarding to the
School District, the proposed budget shall be presented for discussion at an
open meeting of the Boards regular February meeting, for which advance notice
has been given to members by posting in the Library and by advertising in a
newspaper having general circulation within Union Free School District No. 4.
Sec. 3 Not withstanding any other provisions of these
articles, the organization is organized exclusively for one or more purposes as
specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall
not carry on any activity not permitted to be carried on by an organization
exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue
Code or corresponding provisions of any subsequent tax law.
Sec. 4 No part of the net earnings of the organization shall
inure to the benefit of any member, trustee, director, officer of the
organization, or any private individual (except that reasonable compensation
may be paid for services rendered to or for the organization), and no member, trustee or officer of the
organization or any private individual shall be entitled to share in the
distribution of any of the organizations assets on the dissolution of the
organization.
Sec. 5 In any taxable year in which the organization is a
private foundation as described in Section 509(a) of the Internal Revenue Code,
the organization shall distribute its income for said period at such time and
manner as not to subject it to tax under Section 4942. Further, the
organization shall not
a.
engage in any
act of self-dealing as defined in Section 4941(d);
b.
retain any
excess business holdings as defined in Section 4943;
c.
make any
investments in such a manner as to subject the organization to tax under
Section 4944: or
d.
make any taxable
expenditures as defined in Section 4945 or corresponding provisions of any
subsequent tax law.
ARTICLE XII
POSTING OF NOTICE
Sec. 1 The Director shall keep and maintain
a bulletin board in a conspicuous place
in
the Library, which shall be used to post various notices as these bylaws may
require as well as any other information that the Board or the Secretary may
deem appropriate.
Sec. 2 No substantial part of the activities of the
organization shall be carrying on propaganda, or otherwise attempting to
influence legislation, (except as otherwise provided by Section 501(h) of the
Code), or participating in, or intervening in (including the publication or distribution
of statements) any political campaign on behalf of or in opposition to any
candidate for public office.
ARTICLE XIII
PARLIAMENTARY AUTHORITY
Roberts Rules of Order Newly Revised, except when in conflict with these bylaws, shall
govern all proceedings of the Association.
ARTICLE XIV
AMENDMENTS
Sec. 1 These bylaws may be amended by a two-thirds vote at
an Annual Meeting or a Special Meeting of the Association called for such
purpose.
Sec. 2 Copies of the bylaws, as amended, shall be posted in and made available
at the Library.
ARTICLE XV
DISSOLUTION
Sec. 1 In the event of a dissolution of the Association,
prior notice shall be given by mail to the following:
a.
All members of
the Association.
b.
All Trustees and
the Director.
c.
Central School
District No. 3, Town of Oyster Bay, County of Nassau, State of New York, which
contains Union Free School District No. 4.
Sec. 2 In the event of dissolution, all of the remaining
assets and property of the organization shall after payment of necessary
expenses thereof be distributed to such organizations as shall qualify under
Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding
provisions of any subsequent Federal tax laws, or to the Federal government, a
State, or local government for a public purpose, subject to the approval of a
court of competent jurisdiction within the State of New York.
APPENDIX A
MAP OF UNION SCHOOL DISTRICT NO. 4
APPENDIX B
TIME-AND DATE DEPENDENCIES
The
following information is extracted from bylaws articles and is provided only
for the readers convenience. If there is any conflict between the following
information and these bylaws, the bylaws shall govern.
|
ACTION |
WHEN |
WHO |
ARTICLE |
|
Acceptance of members from Union Free School
District No. 4 |
Any
time |
Board |
III-1 |
|
Termination
of all memberships & reconstruction of membership rolls |
After
January 1 in membership-expiration years |
Secretary |
III-3,
111-4 |
|
Individual
membership resignation |
Any
time |
Secretary |
III-4 |
|
Qualification
for voting at Annual Meeting and Special Meetings of the Association |
Member
at least 30 days prior |
Members |
III-5 |
|
Notice
of Annual Meeting |
Two
weeks prior |
Secretary |
IV-1 |
|
Notice
to members and publication of nominees for Trustee election |
March
& April |
Secretary |
IV-1 VI-1(e) |
|
Scheduling
& conducting the Annual Meeting |
Fourth
Monday of April or earlier |
Board |
IV-1 |
|
Annual
Report to the Association |
Annual
Meeting |
President Treasurer Secretary Director |
IV-1 IX-1(a) IX-1(c) |
|
Scheduling &
conducting Special Meetings
of the Association |
Within
six weeks of request |
Board |
IV-2 |
|
Notice
of Special Meetings of the Association |
Two
weeks prior |
Secretary |
IV-3 |
|
Trustee
terms |
Three
years |
Board |
V-3 |
|
Filling
a Trustee vacancy |
Within
sixty days |
Board |
V-3 |
|
ACTION |
WHEN |
WHO |
ARTICLE |
|
Trustee
tenure limit |
Nine
years |
Bylaws |
V-4 |
|
Trustee
desiring reelection |
By
second Monday in December |
Trustee |
VI-1(a) |
|
Report
of Nominating Committee to Secretary |
Second
Monday of January |
Committee
Chair |
VI-1(b) |
|
Report
of Nominating Committee to Board |
First
Board meeting after second Monday of January |
Committee
Chair |
VI-1(b) |
|
Petition
candidates for Trustee election |
Second
Monday of February |
Candidate
files with Secretary |
VI-1-(c) |
|
Candidate
biography & position statement |
By
second Monday in February |
Candidate |
VI-1(d) |
|
Election
of Trustees, contested |
During
the week prior to the Annual Meeting |
Chair
of Election Committee |
VI-2 IX-2(c) |
|
Prepare
written ballot |
Prior
to election |
Secretary |
VI-2(a) |
|
Election
of Trustees, noncontested |
At
Annual Meeting |
Secretary |
VI-2(c) |
|
Qualifications
for voting in the election of Trustees |
Member
30 days prior to election |
Members |
VI-2(d) |
|
Results
of election |
At
Annual Meeting |
President Secretary |
VI-2(f) |
|
Board
Meetings |
At
least quarterly |
President |
VII-1,
VII-2 |
|
Election
of Officers |
Immediately
after Annual Meeting |
Board |
VIII-1 |
|
Officer
terms |
One
year |
Bylaws |
VIII-2 |
|
Filling
an officer vacancy |
Within
30 days |
Board |
VIII-3 |
|
Election
of Nominating Committee |
Annual
Meeting |
Members |
IX-2(b) |
|
ACTION |
WHEN |
WHO |
ARTICLE |
|
First
meeting of Nominating Committee |
Not
later than September 30 after Annual Meeting |
Chair
of Nominating Committee |
IX-2(b) |
|
Fiscal
year |
July 1 through June
30 |
Bylaws |
XI-1 |
|
Recommended
budget |
Early
part of calendar year |
Director |
XI-2 |
|
Budget
discussion at open Board Meeting |
Prior
to budget submission to School District |
Board |
XI-2 |
|
Amendment
of bylaws |
Annual
Meeting |
Members |
XIV-1 |
|
Notice
of dissolution |
Prior
to dissolution |
Board |
XV |