New York State Association of Library Boards

(Library Trustee Foundation of New York State)

By-Laws

Last revised March 2007

Article I

Name and Purpose

Sec. 1. The Name of the corporation is the New York State Association of Library Boards.

Sec. 2. The purposes of NYSALB are to collect and disseminate information relating to the services and activities of libraries, trustees and library personnel, and the ways in which these may be improved and extended; to foster, encourage and promote the development of library services and activities throughout the State of New York, particularly those which may be provided for the public generally; to cooperate with boards of trustees of libraries, librarians and national, state and local officials in seeking to accomplish these purposes.

Article II

Membership

Sec. 1. There shall be three classes of members: system library boards, other library boards, and individuals. Trustees presently serving on library boards automatically become members when their board joins NYSALB. Trustees no longer serving as trustees of a member board are eligible for individual membership.

Sec. 2 The dues structure is to be reviewed and determined at the annual meeting. Dues are currently computed according to the formulas which follow:

Consolidated Systems will be based on the rate of $1.00 per 1,000 population in the system area, as reported in the state report of the last computed year. Maximum dues shall be $2,000.

Dues for all other libraries and library systems shall be based on operating disbursements of the previous completed year as reported to state and in accord with the table below:

$0 to $50,000 Twenty five dollars

$50,001 to $100,000 Fifty dollars

$100,001 to $500,000 One hundred dollars

$500,001 to $1,000,000 One hundred fifty dollars

$1,000,001 to $3,000,000 Two hundred dollars

$3,000,001 to $5,000,000 Three hundred dollars

$5,000,001 to $7,000,000 Four hundred dollars

$7,000,001 and over Five hundred dollars

Individuals - Ten dollars per year for retired trustees.

Sec. 3 The membership year shall be the same as the calendar year.

Article III

Meetings of Members

Sec. 1 General meetings of the membership shall be called at the discretion of the Board of Directors. Notice of each meeting shall be given in writing to the membership by the secretary or president no less than twenty days before the time fixed for such meeting. Publication of Notices in the NYSALB newsletter shall be considered sufficient to fulfill the requirement of notice by mail. Each member library board shall have the right to designate a trustee to cast its vote therein. A meeting thus called may transact such business as comes before it.

Boards of Trustees of two-thirds of the members of NYSALB may, by petition, require the NYSALB Board to hold a general meeting of membership within 60 days after the valid petitions are delivered to the executive director or Board Secretary.

Sec. 2 The regular annual meeting of the membership will take place at a time and location to be determined by the board with the intention of maximizing the participation of the membership. Notice of this meeting shall be given as in Section 1 above. Each board shall have the right to designate a trustee to cast its vote therein.

Sec. 3 At the Annual Meeting of the membership, a quorum shall consist of those members present.

Article IV

Directors

Sec. 1 The corporate powers of NYSALB shall be vested in a board of fifteen directors, each elected for a three year term. Service shall be limited to three, three-year terms. A nominee must be a trustee of a member library board at the time of election or appointment.

Sec. 2 Elections to fill vacancies on the Board of Directors shall be held by the membership at the regular Annual Meeting as specified in Article III, Section 2. The President shall appoint a Nominating committee to fill board vacancies. The recommendations of this committee shall be forwarded to the membership not less than 30 days prior to the Annual Meeting. Nominations by petitions signed by twenty five (25) trustees from at least three (3) member boards will also be accepted. Such nominating petitions must be submitted no later than 45 days prior to the Annual Meeting.
Should any vacancy on the Board of Directors occur for more than one month prior to the Annual Meeting, such a vacancy may be filled by a person appointed by a majority vote of the board at a regular meeting, provided written notice is sent to each board member at least 15 days in advance of the meeting. If a special meeting is called for the purpose of such an appointment, written notice must be sent to each board member at least 15 days in advance of said meeting and a majority vote shall carry.

Sec. 3 Any director may resign by written notice to the President of the board, or may be removed for cause by a vote of two-thirds of the directors.

Sec. 4 The directors shall serve without compensation, and no director shall directly or indirectly receive any profit from his/her position as such. Reasonable expenses incurred by directors in the performance of their duties may be reimbursed when approved by the President or by the Board of Directors.

Sec. 5 If any director shall fail to attend three consecutive meetings, without notification, whereby such notification shall be considered an acceptable excuse, that director shall be deemed to have resigned. The board has the authority to reinstate said director upon acceptance of justification for these absences.

Sec. 6 The directors will appoint legal counsel as needed and compensation will be from NYSALB funds.

Sec. 7 Directors' terms of office shall commence immediately following the meeting at which they are elected.

Sec. 8 The terms of all directors serving as of the1999 Annual Meeting shall be extended to the Annual meeting of the year following the expiration of their current term.

Article V

Meetings of Directors 

Sec. 1 Meetings shall be held at least four times a year. Board meetings shall be open to the public.

Sec. 2 In accordance with New York State Open Meetings Law, all meetings with the exception of executive sessions, as specified in the above law, shall be open to the membership.

Sec. 3 Notice of the annual or of any special meeting of the Board of Directors shall be given in writing by the Secretary not less than ten (10) days before the time fixed for the special meeting, and not less than twenty (20) days before the annual Meeting, to the last known address of each director. The exception shall be as noted in Article IV, Section 2, paragraph 2 - Appointments to board vacancies.

Sec. 4 At any meeting of the Board of Directors, a simple majority of the fifteen directors, eight (8), shall constitute a quorum necessary for the transaction of business. Should there be less than fifteen directors in office, a quorum of eight (8) shall still be required to conduct the business of a regular or special meeting. An affirmative vote equal to the number necessary for a quorum, eight (8), shall be required to carry a motion. At all meetings of the Board, each director present shall have one vote. In accordance with New York State Laws, there shall be no voting by proxy.

Sec. 5 In the case of a tie vote, the motion is defeated.

Sec. 6 The business conducted at all regular meetings of the Board of Directors shall include the following:

1. Roll Call

2. Approval of minutes of prior regular and/or special meetings

3. Financial Reports

4. Communications

5. Reports of officers, committees and representatives of other organizations and/or special guests

6. Old Business

7. New Business

8. Discussion items

9. Adjournment

Sec. 7 Special meetings shall be for the transaction of only such business as is stated in the notice of the meeting.

Sec. 8 The business of the Annual Meeting shall include:

1. Roll call

2. Approval of minutes of prior Annual or Special meetings

3. Financial Report

4. Communications

5. Reports of officers, committees and representatives of other organizations and/or special guests

6. Old Business

7. Elections

8. New Business

9. Discussion and/or Program Presentation

10. Adjournment

Sec. 9 The latest edition of Robert's Rules of Order shall be used as a guide for the transaction of business of NYSALB as long as there is no conflict with the Laws of the State of New York, NYSALB's Charter, the provisions of these By-Laws or resolutions adopted by the Board of Directors. The First Vice President shall serve as parliamentarian.

Article VI

Officers

Sec. 1 The officers of NYSALB shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer. All shall be elected annually by the Board of Directors. All officers shall be members of the Board of Directors.
The Nominating Committee will circulate to the Board of Directors the names and address of its nominees for each office at least 30 days before the Board holds its annual elections. Nominations made and seconded from the floor are permitted immediately prior to the election of officers.

Sec. 2 All officers shall hold office at the pleasure of the Board or, until qualified successors have been elected or appointed.

Sec. 3 The President shall be the Chief Executive Officer of NYSALB and shall preside at all meetings of NYSALB.

Sec. 4 In the absence or disability of the President, the First Vice-President shall preside; in the absence or disability of both the President and First Vice President, the Second Vice President shall preside.

Sec. 5 At the discretion of the President, [one] the Second Vice-President shall serve as Chairperson of the Advisory Council and the other Vice-President shall serve as the Chairperson of the Annual NYLA Conference Program Committee.

Sec. 6 The Secretary shall be responsible to confirm by signature, notices of all elections, and shall perform such duties which may be delegated to this officer by the Board of Directors.

Sec. 7 The Treasurer shall, with the assistance of the NYSALB Manager, present financial reports, review fiscal policies, procedures and expenditures and perform such other duties as may be delegated by the Board of Directors.
At the Annual Meeting, the Treasurer shall be confirmed to sign all checks and other necessary financial documents for the function of NYSALB. The signatures of the President and the two Vice-Presidents shall be on file at our bank whereby any one of these three signatures will be valid should the Treasurer be unable to perform his/her duties.

Sec. 8 All officers of NYSALB and employees of the NYSALB Manager shall be bonded.

Sec. 9 All officers of NYSALB shall be elected at the Annual Meeting and their terms of office shall begin immediately following the conclusions of this meeting and shall terminate at the finish of the Annual Meeting of the following year.

Article VII

Executive Committee

Sec. 1 The Executive Committee shall consist of the President, the two Vice-Presidents, the Secretary and the Treasurer. This five-member Executive Committee shall exercise such duties as the Board of Directors may assign. The Executive Committee shall have the authority to act on behalf of NYSALB when it is not possible to call a special meeting to resolve any emergency matter.

Sec. 2 The Executive Committee shall notify the Board of Directors of any emergency action it has taken on behalf of NYSALB within seven (7) days of the decision to take such action. All such decisions must be approved or disapproved at the next meeting of the Board.

Article VIII

NYSALB Manager

Sec. 1 The appointment of the NYSALB Manager shall be confirmed by the Board of Directors prior to the expiration of the contract between NYSALB and the current manager. The contract for such services as herein described shall be on a calendar year basis with a concurrent salary or professional fee as agreed by both parties.

Sec. 2 Areas of Responsibility and Specific Duties including but not limited to the following:
Coordinate and support NYSALB activities and services for:

1. The Board of Directors

a) Prepare agendas in consultation with the President.

b) Prepare reports as requested, including minutes of all regular and special meetings.

c) Implement Board actions

d) Maintain NYSALB documents and,

e) Maintain all financial records including those relating to the collection and disbursement of NYSALB funds.

f) Publish the accounts for inspection by Board members.

g) Have custody of the corporate seal, books and records of NYSALB.

2. Membership

a) Provide information to the membership regarding dues, meetings, Velma K. Moore Award, etc.

b) Provide editorial, clerical and administrative support for the NYSALB newsletter, and communicate such other information to the members as the board may direct.

3. Other duties:

a) Assist in coordinating Conference activities.

b) Perform such other duties as necessary or which are delegated by the Board.

(Note: The above job description may be expanded, and or amended by Board resolution, after agreement by both parties, at any Board meeting.)

Article IX

Committees

Sec. 1 The President shall appoint, from members of the Board, the following Standing Committees:

The first named person shall act as Chairperson for said committee. The number of Directors serving on each Committee shall be determined by the President. The President may appoint ad-hoc committees when necessary. A representative from other library-related organizations may be considered as a liaison person to NYSALB. NYSALB may appoint a Board member to act as a representative/liaison to the American Library Trustees Association (ALTA).

Within thirty (30) days of the Annual Meeting, the newly elected President shall make all Committee appointments and shall notify all Board members of these assignments. All committee assignments become effective as of receipt of notice. The President shall be an ex-officio member of all Committees.

Article X

NYLA/NYSALB Reciprocal Representation

The immediate Past President or designated representative of NYSALB shall attend NYLA Council meetings as a non-voting representative of NYSALB. Costs for such attendance shall be paid by NYSALB. A representative of NYLA is invited to sit as a non-voting member of the NYSALB board, with any expenses for such representation paid by NYLA.

Article XI

Funds and Securities

Sec. 1 The funds belonging to NYSALB shall be deposited in a general account or accounts in such bank or banks, trust company or trust companies as shall be designated by the Board of Directors annually.

Sec. 2 The NYSALB Manager is allowed to authorize checks for an amount which will be determined by the Board. Checks in excess of the designated amount shall be signed by the President, Vice President, Secretary or Treasurer.
Payroll checks to cover installments of annual salaries which have been set by the Board, even though such disbursements may exceed $1000.00 shall require only the signature of the treasurer.
The accounts of NYSALB shall be reviewed annually by a certified accountant and a report of this review shall be presented to the Board promptly thereafter.

Sec. 3 The Treasurer and the NYSALB Manager shall be bonded.

Sec. 4 The securities belonging to NYSALB shall be deposited in safekeeping accounts with such banks, trust companies, or in safe deposit vaults, as shall be designated by the Board of Directors annually. These securities may be withdrawn over the signatures of both the Treasurer and the President after Board approval of such action.

Sec. 5 Transfers of any securities registered in the name of NYSALB must be approved by the Board of Directors.

Sec. 6 The planning and finance committee shall review the investments of NYSALB annually and report the results of that review to the Board.

Sec. 7 Members of the board shall receive the proposed budget for the following fiscal year prior to the fall board meeting with a discussion of the budget placed on the agenda of that meeting. The board shall adopt a budget at the first board meeting of the fiscal year.

Article XII

Property and Dissolution

Sec. 1 The interest of a member in the property of NYSALB is limited to its use for NYSALB purposes. If NYSALB is dissolved, all its property not needed for the payment of its debts and expenses shall be transferred or conveyed to one or more organizations that engage in the activities related to library improvement or development and that qualify for exemption under section 501 (c)(3) of the Internal Revenue Code for 1954, or similar statutes hereafter enacted.

The Board of Directors shall select the organizations to which such transfer or conveyance is made and shall determine how such property is to be apportioned between them. In the absence of such a section or determination by the Board, it may be made by a court of competent jurisdiction.

Article XIII

Amendments

Sec. 1 These By-Laws may be amended at any regular meeting of the Board of Directors by a simple majority vote of the members as outlined in Article V, Section 4, provided each amendment has been discussed at a previous meeting of the Board. A written notice of the proposal to amend shall be given or mailed to the last known address of each member of the board at least thirty (30) days prior to the meeting.

Sec. 2 An amendment to change the number of Directors shall require a vote of three-fourths of the members of
the Board.

Article XIV

Newsletter

Sec. 1 The Board shall publish a newsletter at least four times a year which shall be available to the membership. Subscription is a benefit of membership.