Association of Connecticut Library Boards
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Association of Connecticut Library Boards
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ACLB BOARD - OFFICERS Betsy McIlvaine Brookfield President
Shani Burke-Specht Bethel Vice President
Lynn Norton Colchester Secretary
Carole Stroud South Windsor Treasurer
MEMBERS
Bonita Hansen Suzanne Lee Guilford
A. James Roy
Mary Engels Ct State Library
Louise Brundage Friends of CT Libraries
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The
Association of Connecticut Library Boards, Inc. Article I – General Section 1.1 - Name Section 1.2 - Principal Office Section 1.3 - Mission Section 1.4 - Membership Article Il - Board of Directors Section 2.1 - Board Section 2.2 - General Section 2.2(a) - Directors Section 2.2(b) - Elected Section 2.2(c) - Ex-Officio Section 2.2(d) - Emeriti Section 2.3 - Term of Office Section 2.4 - Duties & Responsibilities of Directors Section 2.5 - Balloting Section 2.6 - Vacancies Section 2.7 - Removal Article Ill - Officers Section 3.1 - General Section 3.2 - President Section 3.3 - Vice President Section 3.4 - Secretary Section 3.5 - Treasurer Section 3.6 - Officer Terms and Vacancies Section 3.7 - Remuneration Article IV - Meetings Section 4.1 - Regular and Annual Meetings of the Board of Directors Section 4.2 - Special Meetings of the Board of Directors Section 4.3 - Notice of Meetings Section 4.4 - Meeting by Conference Telephone Article V - Quorums and Action Section 5.1 - Quorum Section 5.2 - Action by Consent Article VI - Committees Section 6.1 - Standing Committees Section 6.2 - Committee Membership - General Section 6.3 - Executive Committee Section 6.4 - Finance Committee Section 6.5 - Board Development and Nominating Committee Section 6.6 - Ad Hoc Committees Section 6.7 - Ex-Officio Committee Members Section 6.8 - Non-Board Committee Members Article VII - Miscellaneous Section 7.1 - Fiscal Year Section 7.2 - Financial Review Section 7.3 - Rules of Order Section 7.4 - Amendments Section 7.5 - Dissolution
Article I - General Section 1.1 - Name The name of the Corporation is Association of Connecticut Library Boards, Inc. (the "Association"). Section 1.2 - Principal Office The principal office of the Association shall be at such place in the State of Connecticut as the Directors shall from time to time designate. The Association may have other offices at such other places as the Directors may from time to time determine. Section 1.3 - Mission The Association of Connecticut Library Boards shall be an independent, non-profit, incorporated association of public library governing Boards in the State of Connecticut. The mission of this association shall be to assist such governing bodies to develop and improve library services for the citizens of their communities. Section 1.4 - Membership in ACLB Individuals, institutions, firms or organizations interested in fulfilling the mission of the organization may become a member upon the payment of dues. The schedule of dues shall be established by the Directors. Classes of memberships shall be Institutional and Individual. Article II - Board of Directors Section 2.1 - Board
Section 2.2 (a) - Directors The Association shall have 3 types of Directors, namely, elected Directors, ex-officio Directors, and emeriti Directors. The terms of these bylaws relate to elected Directors unless expressly stated otherwise. Each elected Director shall comply with any conflicts of interest policy that may be adopted by the Board. Section 2.2 (b) –Elected Directors The Association shall have not less than 7 or more than 19 elected Directors. Elected Directors shall be counted in determining a quorum and shall be entitled to vote. An elected Director shall have had experience as a public library trustee in Connecticut prior to being elected. An elected Director shall maintain an Individual membership annually during his/her term of service. Section 2.2 (c) - Ex-Officio Directors Ex-officio Directors by virtue of their office shall be appointed by the Board of Directors. Ex-officio Directors shall be entitled to attend all Board meetings, but shall not be counted in determining a quorum and shall not be entitled to vote. Section 2.2 (d) - Emeriti Directors Any number, of Emeriti Directors may be appointed by the Board of Directors. Emeriti Directors shall be entitled to attend all Board meetings, but shall not be counted in determining a quorum and shall not be entitled to vote. Board members whose leadership and tenure have yielded significant contributions may be voted to emeritus status, but without voting privileges, after ending their terms as active members. Nominations for emeritus status may be made by any Board member. The vote to emeritus status shall be by simple majority of those present at a regular meeting Section 2.3 - Term of Office The term of office of Directors elected under Section 2.2 (b), shall commence January 1 and shall cease at December 31 which is 2 years later. The terms of office for ex-officio and emeriti Directors shall be at the discretion of the Board of Directors. Section 2.4 - Duties and Responsibilities of the Directors The duties and responsibilities of a Director shall be: 1. To attend all Board meetings. 2. To abide by the bylaws of the Association. 3. To abide by the Library Trustee Code of Ethics as stated In the Connecticut Library Trustee Handbook. 4. To support the Association's scholarships. 5. To propose qualified trustees to fill Board vacancies. 6. To serve as the public relations source for the Association. 7. To keep informed of issues affecting the Connecticut public library community 8. To recognize the needs of Connecticut library Boards. 9. To serve as an advocate for effective library services on local, state and national levels. 10. To serve as liaison between ACLB and the library represented by the Director. Section 2.5 – Balloting Elected Directors shall be elected by vote of a majority of Directors present at a meeting at which a quorum is present. At each meeting at which Directors are to be elected, the Directors shall each have one vote for each Director to be filled. Section 2.6 - Vacancies Any vacancy among elected Directors by reason of death, resignation, or other cause, shall be filled by election of the Board as provided in under Section 2.5 for the unexpired position of the term. Section 2.7 – Removal Any Director of the Association may be removed, with cause, at any time by resolution adopted by the affirmative vote of two-thirds of the Directors present at a meeting at which a quorum is present at the time of the act, provided that written notice of such acts shall have been given in the notice of the meeting, whether annual, regular or special. Article III - Officers Section 3.1 - General The Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. All Officers shall be elected by the Board of Directors for terms and in the manner specified below and shall serve as members of the Board of Directors. Section 3.2 - President The President shall preside at all meetings of the Board and shall perform all duties of the Chief Executive. The President shall have and possess all of the powers and duties ordinarily incident of the office or as may be assigned to him/her by the Board of Directors. The President shall prepare a written agenda for each Board meeting. The President shall be public spokesperson for the Board at all times except as this responsibility is specifically delegated to others. The President shall make committee appointments. Section 3.3 - Vice President The Vice President shall preside at all meetings of the Board of Directors and Executive Committee in the absence of the President. The Vice President shall have and possess all of the powers and duties ordinarily incident to the office or as they be assigned to him or her by the Board of Directors. Section 3.4 - Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and Executive Committee. The Secretary shall have charge of the records of the Association, shall affix or cause the seal of the Association to all documents for which the execution on behalf of the Association shall have been specifically or generally authorized by the Board of Directors, and shall carry out such further duties usual to the office of Secretary. Section 3.5 - Treasurer The Treasurer shall supervise the receipt and custody of the Association's funds, cause to be kept correct and complete books and records of accounts, including full and accurate accounts of receipts and disbursements of the funds of the Association the Treasurer shall assume supervisory responsibility for all funds and securities of the Association and for the deposit of funds of the Association. The Treasurer shall prepare and present a financial report of activity and status for all Board accounts at each regular meeting. Section 3.6 - Officer Terms and Vacancies All Officers shall be elected by the Board of Directors at a meeting for a two year term, provided that any vacancy or vacancies occurring in any office of the Association may be filled for the unexpired term by election of the Board. Section 3.7 – Remuneration Neither Directors nor Officers of the Association shall receive any compensation for services as Directors or Officers. Article IV - Meetings Section 4.1- Regular and Annual Meetings of the Board of Directors The number of regular meetings of the Board of Directors shall be two or more per year. Of these meetings one will be the annual meeting of the Board of Directors held during the month of January. At the Annual Meeting, the following actions should be taken:
If the annual meeting is not held as herein prescribed, the election of Officers and Directors may occur at the next regular or special meeting. Section 4.2 - Special Meetings of the Board of Directors Special meetings of the Board of Directors may be held at any time and place within the State of Connecticut at the call of the President. Special meetings may be called by the President or may also be called upon written request to the President by a majority of the members of the Board, such meetings to take place within ten (10) days of the President’s receipt of the written request. Section 4.3 - Notice of Meeting Notice for regular and special meetings of the Board of Directors shall be given not less than 14 days prior to said meeting date and shall state the place, day, and hour of the meeting. Each member entitled to vote at said meeting (except the Annual meeting) shall receive notice, either by personal delivery, mail, facsimile or other electronic means. Special meetings of the Board of Directors and committees shall contain, in addition to the previously mentioned information, the purpose for which the meeting is called. Meetings of the Board of Directors shall be held at such place within the State of Connecticut as shall be stated in the notice of the meeting. All members shall receive notice of the Annual meeting. Section 4.4 - Meeting by Conference Telephone A member of the Board of Directors or a committee thereof may participate in a meeting of the Board of Directors or of such committees by means of a conference telephone or similar communications equipment enabling all participants in the meeting to hear one another, and such participation in a meeting shall constitute presence in person at such meeting. Article V - Quorums and Actions Section 5.I – Quorum A quorum for action at any meeting of the Board of Directors shall consist of a majority of the elected Directors of the Board. Section 5.2 - Action by Consent If all the Directors severally or collectively consent in writing to any action to be taken by the Association, such action shall be valid corporate action as though it had been authorized at a meeting of the Board of Directors, and the Secretary shall file such contents with the minutes of the Association. Article VI - Committees Section 6.1 - Standing Committees Executive Committee Finance Committee Board Development and Nominating Committee Section 6.2 - Committee Membership – General The President shall appoint all members and chairs of committees. Section 6.3 - Executive Committee The Executive Committee shall consist of the Officers and the immediate Past President. The Executive Committee shall have and may exercise all powers and authority of the Board or Directors, except may not (i) amend the certificate of incorporation, (ii) adopt, amend, or repeal bylaws, (iii) approve a proposal to dissolve the Association. The responsibilities of the Executive Committee shall expressly include (i) oversight of the long range planning of the Association, (ii) present recommendations to the Board of Directors, (iii) acquire and retain legal counsel, and (iv) perform such other oversight functions as requested by the full Board. The Executive Committee shall act for the Board in an emergency between meetings. Notice shall be given to Directors of actions taken within 72 hours of said meeting. Section 6.4 - Finance Committee The Finance Committee shall consist of at least 2 Directors and the Treasurer. The responsibilities of the Finance Committee shall be (i) prepare and review the annual operating budgets for the Association prior to submission to the Board, (ii) monitor the Association's accounting policies and procedures, including internal controls, regarding receipt and payment of funds. Section 6.5 - Board Development and Nominating Committee The Board Development and Nominating Committee shall consist of at least three Directors. The Board Development and Nominating Committee shall nominate persons to be elected Officers, Directors and Directors Emeriti. The Board Development and Nominating Committee shall recruit potential new Directors, and prepare and execute a continuing education program for the Directors. Section 6.6 – Ad Hoc Committees The President shall appoint Ad Hoc-committees as necessary. Section 6.7 - Ex-Officio Committee Members The President shall be an ex-officio member of all committees and shall be entitled to vote. Section 6.8- Non-Board Committee Members The President may appoint non-Board members as committee members to any of the standing committees or ad hoc committees, when it is believed their expertise to be helpful to the respective committee. The designation and appointment of any such committee or ad hoc committee and delegation thereto of authority shall not relieve the Board of Directors or any individual Director of any responsibility imposed upon him or her as a Director. Article VII - Miscellaneous Section 7.1 - Fiscal Year The fiscal year of this Association shall begin on January 1 and end on December 31 of each year. Section 7.2 - Financial Review At least once every two years there shall be an independent financial review of the corporate fiscal records. Section 7.3 - Rules of Order The rules contained in Robert's Rules of Order, latest edition, shall govern any meeting of the Board of Directors or any committee or subcommittee thereof, unless otherwise provided under these bylaws of the certificate of incorporation. Section 7.4 - Amendments Any of these bylaws may be altered, amended or repealed and additional bylaws may be adopted by the Board of Directors at any annual meeting or at any regular or special meeting called for the purpose, provided that written notice of such proposed action shall have been given in the notice 30 days prior of any such meetings whether annual, regular or special. Section 7.5 - Dissolution In the event of dissolution of this association all business, responsibilities and funds will be assumed by a suitable organization designated by the Board of Directors.
REVISED DECEMBER 2010 REVISED SEPTEMBER, 1999 |
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