Association of Connecticut Library Boards
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Association of Connecticut Library Boards
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ACLB BOARD - OFFICERS Stanley M. Siegel President Norwalk Suzanne Lee Vice President Guilford Lynn Norton Secretary Colchester Dorothy Willett Immediate Past President Durham
MEMBERS Barbara Bryan Fairfield Marie Dowling Newington Louise Ives Wallingford Stephane Jatlow Orange Lynn Norton Colchester Margaret Cibes Hartford Shea Jezek East Haddum
ex-officio Sharon Brettschneider Connecticut State Library Anita Wilson Friends of Connecticut Libraries
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THE ASSOCIATION OF CONNECTICUT LIBRARY BOARDS, INC. BY LAWS REVISED SEPTEMBER, 1999)
Article I – General
Section 1.1 - Name Section 1.2- Principal Office Section 1.3 - Mission
Article Il-Membership of Board of Directors
Section 2.1 - Board Section 2.2 - Membership - General Section 2.2(b) - Membership - Elected Section 2.2 (c) - Membership - Ex-Officio Section 2.2 (d) - Membership - Emeriti Section 2.3 - Term of Office Section 2.3a - Duties & Responsibilities of Directors Section 2.4 - Balloting Section 23 - Vacancies Section 2.6 - Removal
Article Ill - Officers
Section 3.1 - General Section 3.2- President Section 3.3 - Vice President Section 3.4- Executive Vice President Section 15 - Secretary Section 3.6 - Treasurer Section 3.7- Officer Terms and Vacancies Section 3.8 - Remuneration
Article IV - Meetings
Section 4.1- Regular 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 - Committees Section 6.2 - Committee Membership - General Section 6.3 - Executive Committee Section 6.4 - Finance Committee Section 6.5 - Nominating Committee Section 6.6 - Subcommittees Section 6.7 - Board Ex-Officio Committees Section 6.8 - Non-Board Committees and Ad Hoc Committees
Article VII - Miscellaneous
Section 7.1 - Fiscal Year Section 7.2 - Annual Audit 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.
Article 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. Membership shall be open to any public library governing Board in the State of Connecticut.
Article II - Membership of Board of Directors
Section 2.1 - Board
Section 2.2 (a) - Membership: General
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 Director shall comply with any conflicts of interest policy that may be adopted by he Board.
An elected Director shall have had experience as a public library trustee prior to being elected member oldie Board of Directors.
Section 2.2 (b) – Membership: Elected
The Association shall have not less than 7 nor more than 19 elected Directorships. Elected Directors shall be counted in determining a quorum and shall be entitled to vote.
Section 2.2 (c) - Membership Ex-Officio
Ex-officio Directors by virtue of their office shall be appointed annually by the Board of Directors. They shall not be counted in determining a quorum and shall not be entitled to vole on matters before the Association’s Board of Directors.
Section 2.2 (d) - Membership: Emeriti
Emeriti Directors shall be entitled to attend all Board meetings. Any number, of Emeriti Directors may be appointed by the Board of Directors. Emeriti Directors shall not be counted In determining a quorum and shall not be entitled to vote.
Section 2.3 - Term of Office
The term of office of Directors elected under Section 2.2 (b), shall commence July 1st and shall cease at June 30th 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 23a - Duties and Responsibilities of the Directors
The duties and responsibilities of a Director shall be:
a. To attend all Board meetings. b. To abide by the bylaws of the Association. c. To abide by the Library Trustee Code of Ethics as stated In the Connecticut Library Trustee Handbook. d. To support the Association's scholarships. e. To propose qualified trustees to fill Board vacancies. f. To serve as the public relations source for the Association. g. To keep informed of issues affecting the Connecticut public library community h. To recognize the needs of Connecticut library Boards. i To serve as an advocate for effective library services on local, state and national levels. j. To serve as liaison between ACLB and the library represented by the Director.
Section 2.4 –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 Directorship to be filled.
Section .5 - Vacancies
Any vacancy among elected Directorships by reason of death, resignation, or other cause, shall be filled by the President for the unexpired position of the term.
Section 2.6 – Removal
Any Director of the Association may be removed, with cause, at any time by resolution adopted by the affirmative vote of two-thuds 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, Executive Vice President, Secretary and Treasurer. All Officers shall be elected by lie Board if Directors for terms and in the mariner 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 of Directors and Executive Committee. The President shall have and possess all of the powers and duties ordinarily incident a the office or as may be assigned to him or her by the Board of Directors.
Section 3.3 - Vice President
The Vice President shall preside at all meetings of the Board of Directors and Executive Committee its 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 tiny be assigned to him or her by the Board of Directors.
Section 3.4 - Executive Vice President
Tue Executive Vice President shall be the executive Officer of the Association and shall be responsible and report to the President.
Section 3.5- 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 3.6 - 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.
Section 3.7 - Officer Terms and Vacancies
All Officers shall be elected by the Board of Directors at a meeting for a two term, provided that any vacancy or vacancies occurring in any office of the Association may be filled for the unexpired term by the President.
Section 3.8 – Remuneration
No Director nor Officer of the Association shall receive any compensation for services as Directors or Officers.
Article IV - Meetings
Section 4.1- Regular Meetings of the Board of Directors
The number of regular meetings of the Board of Directors shall he two or more. Of these meetings one will be he annual meeting of the Board of Directors for the election of Officers and Directors and for the transaction of any business that may come before such meeting and shall he held during the month of April. If the annual meeting is not held as herein prescribed, the election of Officers and Directors may be accomplished by consent vote of all elected Directors or at a special meeting for that purpose.
Section 4.2 - Special Meetings of the Board of Directors
Special meetings of he Board of Directors nay be held at any time and place within the State of Connecticut at the call of the President.
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 fleeting 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 he'd at such place within the State of Connecticut as shall be stated in the notice of the 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 present.
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 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 3 or more Directors. The Executive Committee shall have and exercise all powers and authority of the Board or Directors, except may not (1) 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) presentation recommendations to the Board of Directors, (iii) acquisition and retention of legal counsel, and (iv) performance of such other oversight functions as requested by the full Board.
Section 6.4 - Finance Committee
The Finance Committee shall consist of at least 2 members and the Treasurer. The responsibilities of the Finance Committee shall be (i) review and approve be annual operating budgets for the Association prior to submission to the Executive Committee, (ii) monitor the Association's accounting policies and procedures, including internal controls, regarding receipt and payment of funds.
Section 6.5 - Nominating Committee
The Nominating Committee shall consist of three Directors. The Nominating Committee shall nominate persons lobe elected Officers, Directors and Directors Emeriti.
Section 6.6 – Subcommittees
The President shall appoint sub-committees as necessary.
Section 6.7 - Board Ex-Officio Members
The President shall be an ex-officio member of all committees, shall be entitled to vote, and shall be counted for a quorum.
Section 6.8- Non-Board Committee Members
The President may appoint non-Board members as committee and/or advisory members with non-voting status to any of the standing committees or subcommittees, when it is believed their expertise to be helpful to the respective committee, but in no event shall the number of non-Board members exceed the number of Board members on any committee or subcommittee. The designation and appointment of any such committee or subcommittee 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 July 1.
Section 7.2 - Annual Audit
At least once during each fiscal year of the Association there shall be an independent audit 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 writ-ten 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 he assumed by a suitable organization designated by the Board of Directors.
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LAST UPDATED 04/30/08
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