1. The name of this Board shall be the Board of Trustees of the Clinton-Essex-Franklin Library System, hereinafter referred to as the System.
2. The objective of the System shall be to foster and improve public library service to the residents of the System area.

The Board shall consist of fifteen trustees (five each from Clinton, Essex and Franklin Counties) appointed by the Board of Supervisors or Legislators of each county. The term of office for a trustee shall be five years and be limited to two successive full terms. Following such service a trustee may again be appointed or elected after an interim of at least one (1) year from that trustee’s last date of service.

The System is governed by Section 255 of the New York State Education Law, by all other applicable New York State Laws, the rules of the Board of Regents, the regulations of the Commissioner of Education, and these Bylaws.

ARTICLE III. BOARD MEMBERSHIP

1. Candidates for Membership

The Board may suggest to the respective County legislative body the names of individuals to fill vacancies on the Board. The Board’s Nominating Committee shall provide the Board with names of eligible individuals. Any Trustee, staff member or member of the public may suggest names to the Nominating Committee.

2. Eligibility for Board Membership

A current employee or a retired employee of the System or member library or of a reading center shall be ineligible for appointment and/or election as a System trustee.

3. Resignation of a Trustee

A trustee may resign by giving due written notice to the President of the Board of Trustees. To fill a vacancy caused by death, resignation or removal, the Board of Supervisors or Legislature shall appoint a new trustee for the unexpired term.

4. Absenteeism

If any trustee is absent for three (3) consecutive meetings without excuse accepted as satisfactory by the trustees, the trustee is deemed to have resigned in accordance with Paragraph 226(4) of the Education Law. The Board may, upon receipt of acceptable justification for the absence, recommend to the Board of Supervisors or Legislature of the appropriate county that said trustee be reinstated.

5. Liaison Members

A. In addition to the fifteen (15) trustees provided for in Article II, the Board shall include two (2) liaison members:

1. Who shall not vote on any issue presented to the Board; and
2. Who shall not participate in executive sessions of the Board unless specifically approved to do so by a majority of the Board.

1. The liaison members shall be:

1. A representative designated annually by the Board of Trustees of the Central Library. The representative may serve consecutive terms.
2. A representative of the Clinton-Essex-Franklin Directors Association

(CEFDA) designated annually by CEFDA according to procedures provided in the Association’s Bylaws. The representative may serve consecutive terms.

1. Privileges and obligations. Liaison members:

1. Shall serve one (1) year terms to coincide with the System’s fiscal year.
2. Receive communications provided to other members of the Board.
3. Provide written reports to the CEF Board on relevant issues.

The principal responsibilities of the trustees are to: (1) appoint and evaluate a Director for the Clinton-Essex-Franklin Library System; (2) set policy; and (3) exercise financial responsibility.

ARTICLE V. EXECUTIVE COMMITTEE

There shall be designated an Executive Committee of not less than five (5) members of the Board. The members of said Executive Committee shall be comprised of the Officers of the Board (i.e. President, First Vice President, Second Vice President and Secretary) as well as a Trustee nominated at large by the Nominating Committee as part of their process in submitting a proposed slate of officers to the Board. The committee, in intervals between meetings of the Board, may transact such business as may be authorized by the Trustees except the removal of persons from office or matters pertaining to the amendment of the bylaws.

ARTICLE VI. OFFICERS

1. The Officers, and their Duties, shall be as follows:

(a) The President shall preside at all meetings of the Board; shall serve ex-officio as a member of all committees except the Nominating Committee; shall sign official documents; and shall exercise such powers as are authorized in these Bylaws or by the Board.

(b) The First Vice President shall have all the responsibilities and perform all the duties of the President in case of the absence or disability of the President.

(c) The Second Vice President shall have all the responsibilities and perform all the duties of the President in case of the absence or disability of the First Vice President.

(d) The Secretary shall have charge of the records of the Board and the minutes of all meetings of the Board.

(e) The Treasurer of the Board shall be as set forth in Section 259(2) of the Education Law.

(f) In addition to the foregoing duties, each officer shall have such powers and perform such duties as may be conferred by the Board.

2. Election

Officers shall be elected at the January meeting, by the Board, from among its members, and shall perform the duties of their office during the fiscal year which follows thereon, or until successors are elected.

3. Term of Office

The term of office of all officers shall be one (1) year. No member of the Board shall service in any individual office for more than three (3) consecutive full terms.

4. Removal

Remove or suspend from office by vote of a majority of the entire Board at a special meeting, any trustee, officer or employee engaged under special contract on examination and due proof of the truth of a written complaint by any trustee of misconduct, incapacity, or neglect of duty, provided that at least one week’s previous notice of the proposed action shall have been given to the accused and to each trustee by registered mail.

5. Filling of Vacancies

Should an office become vacant prior to its expiration, the Board shall elect one of its members to fill the unexpired term.

Every Trustee, Officer, Director and staff member of the Library System shall be indemnified by the Library System to the full extent that such indemnification may be lawful under the New York not-for-profit corporation law. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled.

ARTICLE VIII. MEETINGS

1. Regular Meetings

Regular meetings of the Board shall be held no fewer than six (6) times a year. Meetings will be called by the President, or by written request to the Director, signed by any three trustees. The Director shall cause written notices of all meetings to be mailed to all trustees at least five days prior to the meeting date.

2. Order of Business

The order of business may be changed at any meeting by general consent. The order of business at the regular meetings shall include the following:

1. Call to Order 5. Approval of Bills 9. Communications

2. Approval of Agenda 6. Public Comment Period 10. Unfinished Business

3. Minutes 7. Director’s Report 11. New Business

4. Financial Report 8. Committee Reports 12. Adjournment

3. Postponement of a Meeting

The President or Executive Committee may postpone meetings except that only one (1) postponement may be made without the approval of the Executive Committee.

4. Special Meetings

Special meetings of the Board of Trustees may be called by the President or by the written request of one-third of the Trustees in office.

5. Executive Sessions

Upon the adopted motion of any trustee at any meeting, the Board may adjourn to Executive Session for such purposes as are authorized by law. The motion for Executive Session shall state the reason for the Session.

6. Freedom of Information & Public Notice

The Board acknowledges its obligations under Section 260-a of the Education Law and Article VII of the Public Officers Law to conduct open Board meetings and to publicly announce its meetings.

7. Parliament Authority

Robert’s Rules of Order, Revised, shall govern all proceedings of meetings of the Board not covered by these bylaws.

8. Voting

Each trustee shall have one (1) vote and must be present at a meeting to have this vote counted.

9. Records

All records of the System and the Board, including Board minutes, shall be maintained at the System office.

10. Quorum

1. A majority of the total membership on the Board shall constitute a quorum for the transaction of business.
2. A majority vote of those in attendance at any meeting will carry any motion. A tie vote will lose a motion. The President or presiding officer has a vote on all motions.

1. The President will appoint the members and designate the chairperson of all committees, subject to ratification by a majority vote of the Board, and their term shall expire at the end of the calendar year.
2. The actions of all committees shall be subject to the approval of the Board of Trustees. No committee shall authorize any expenditure of money without approval of the Board. The President shall have the power of increasing the number of members of any committee and of appointing such additional members to any committee, subject to the approval of the Board.
3. With the advice and consent of the Board, committee membership is not limited to the trustees. Any member of the public at large may be appointed to a committee.
4. Committees of the Board include but are not limited to the following:

Finance; Nominating; Personnel; Property.

ARTICLE X. DIRECTOR

1. The Director shall be considered ex-officio executive officer of the Board and shall take part in their deliberations but have no vote. The Director will offer professional advice to the members of the Board. The Director shall have sole charge of the administration of the Library System under the direction and review of the Board.
2. In the Director’s absence his or her designee shall attend board meetings and take part in board deliberations.

ARTICLE XI. FISCAL YEAR

The fiscal year for the Clinton-Essex-Franklin Library System shall be January 1 through December 31.

ARTICLE XII. CONFLICTS OF INTEREST

No Trustee, nor liaison member, nor the Director, nor any member of their immediate families shall personally benefit financially from any transaction made by or on behalf of the Clinton-Essex-Franklin Library System.

ARTICLE XIII. AMENDMENTS TO THE BYLAWS

Amendments to these bylaws may be made by a majority vote of the full Board at any regular meeting provided that the proposed changes have been submitted at an earlier regular meeting and that a copy of the proposed changes is part of the call of the meeting. Proposed changes will be sent to absent Trustees within five (5) days.

Revised: February 8, 1999

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Secretary

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President