ARTICLE I: INCORPORATION AND PURPOSE
The corporate name of this association is Cortland Free Library, successor to the Franklin Hatch Library Association, incorporated May 10, 1886.
Its purpose is to provide public library services to persons domiciled within its chartered service area, the City of Cortland, the Town of Cortlandville and the Town of Virgil.
ARTICLE II: TRUSTEES
Section 1: The affairs of Cortland Free Library shall be managed by a Board of Trustees [consisting of successors to the fifteen directions listed on Cortland Free Library’s amended charter granted July 20, 1925] so elected that the terms of three shall expire at the end of each calendar year. The Board of Trustees shall hold and administer library property and funds, shall be responsible for the determination of overall policies under which the library is administered by its library director, and shall discharge all obligations upon it by state and/or federal statutes.
Section 2: In case of a vacancy on the Board due to resignation, expiration of term, death, or any other cause, the remaining members of the Board shall fill such vacancy by election by ballot at any regular or special meeting.
Section 3: The Board of Trustees has the authority under New York State law to remove or suspend from office any trustee, officer, or employee engaged under special contract. Removal or suspension shall be by vote of a majority of the entire Board and follow upon examination and determination of truth of a written complaint brought by any trustee of misconduct, incapacity or neglect of duty. At least one week’s previous notice of any proposed action must be given to the accused and to each trustee.
Trustees are expected to attend the Regular Board meetings. Trustees who notify the Board President, Board Secretary or Library Executive of a pending absence prior to the start of the Board meeting will be excused. If any Trustee fails to notify the Board President, Secretary or Library Executive of a pending absence for three consecutive meetings, or fails to comply with current New York State requirements, that Trustee will be deemed to have resigned from the Board of Trustees.
Every Board member and employee, staff member, grant reviewer, committee chair and committee member (individually and collectively “Individual”) of an affiliate of the Cortland Free Library (the “Affiliate”) shall avoid any conflict between his/her personal, professional, or business interest and the interest of the Affiliate in all actions taken by or on behalf of the Affiliate.
ARTICLE III: OFFICERS
Section 1: Officers of the Board of Trustees shall be a president, a vice president, a secretary and a treasurer, each of whom shall respectively hold office until the next annual election in accordance with Article IV, Section 1 of these bylaws, unless such office becomes vacant by resignation of any other cause, in which case the Board of Trustees shall elect one of its number to fill such vacancy.
Section 2 (a): The president shall preside at all meetings of the Board of Trustees, but by presiding shall not lose his/her voice as a trustee. At each annual meeting of the Board, the president shall appoint members to whatever committees he/she wishes to establish or continue and shall report on library and related developments as he/she deems proper.
(b) The board president serves as an ex-officio member of all committees and has full voting rights.
Section 3: In the event of the inability of the president to perform the duties of the office for any reason, the vice president shall perform all duties of the office of president.
Section 4: The secretary shall conduct the correspondence of the Board of Trustees and shall keep accurate minutes of meetings of the Board of Trustees. He/she shall issue notices of meetings of the Board of Trustees.
Section 5: The treasurer or his/her designee shall have custody of all securities, funds, and deeds belonging to Cortland Free Library. He/she shall be responsible for the receipt and depositing of all funds belonging to Cortland Free Library in such bank or banks as he/she or the Board of Trustees may designate. He/she shall give such a bond for faithful performance of his trust as the Board of Trustees may require. He/she shall pay out no funds except with the approval of the Board of Trustees, and upon check or checks drawn under his/her direction and signed as authorized by the Board of Trustees. He/she shall report the financial condition of Cortland Free Library to the Board of Trustees whenever requested to do so, and shall submit a general report of the financial transactions of the past year at each annual meeting or as soon afterwards as practicable.
ARTICLE IV: MEETINGS
Section 1: The Board of Trustees shall hold regular meetings at an agreed upon time. The annual meeting will precede the January meeting, at which time officers shall be chosen from among the Trustees for the next ensuing year, or until such time as their successors may be chosen.
Section 2: Rules contained in the current edition of Robert’s Rules of Order shall govern the Board of Trustees in all cases to which they are applicable and in which they are not inconsistent with these by laws and any special rules of order the Board of Trustees may adopt.
Section 3: Special meetings of the Board of Trustees may be called by the president or secretary at the written request of two members of the Board, or in pursuance of a resolution passed at a previous meeting.
Section 4: A majority of the members then serving shall constitute a quorum for the transaction of business.
ARTICLE V: COMMITTEES
Section 1: Executive Committee
- An executive committee consisting of five trustees shall be elected each year for a one year term at the annual meeting. Between regularly scheduled meetings of the Board said committee may exercise all power of the Board of Trustees and has the authority to bind the Board. However, none of the committee’s actions shall conflict with action taken by the Board of Trustees and the committee’s actions shall be reported to the full Board at the Board’s next regular meeting.
(b) A legal meeting of this committee may be held at any time or place when a majority of its members is present and a majority of its members agrees to hold a meeting or pursuant to a call for one by the committee chairman provided at least 24 hours advance notice has been given each member. No motion shall be passed by this committee by less than a majority of its members in its favor.
Section 2: Other Committees
- The Board of Trustees may establish other Committees of the Corporation with such duties as the Board shall prescribe. Each such Committee and any subcommittee thereof shall consist of not less than two persons, which may consist of Trustees and persons who are not Trustees, provided, however, that the Chairman of each such Committee shall be a Voting Trustee and at least (1/2) of the membership of each such Committee shall consist of Voting Trustees. These committees will meet at the discretion of their respective chairs.
- All other committees and subcommittees, whether standing or special, shall serve in an advisory capacity to the Board of Trustees. No committee or subcommittee of the Board, other than the Executive Committee, shall have authority to bind the board or take final action with respect to any matter or have the power to decide or deliberate public policy on behalf of the Board of Trustees. Each committee shall present recommendations to the Board of Trustees for deliberation and action by the Board and the Board shall be free to reject, accept or modify the committee’s nonbinding recommendations.
ARTICLE VI: LIBRARY DIRECTOR
Section 1: A library director shall be chosen by ballot by a majority of the Board of Trustees, and shall hold office during the pleasure of the Board. The library director shall be the library’s administrator and, as such, shall attend meetings of the Board of Trustees, present reports of library activity, and propose expenditures, new programs, and policies as he/she deems appropriate. As library administrator, he/she shall be responsible for the daily management and administration of the library in accordance with overall policies as determined by the Board of Trustees.
Section 2: The library director or a staff member acting in his/her stead may exclude any person from the library or refuse him/her its privileges for disorderly conduct or for any act deemed injurious to the library.
ARTICLE VII: AMENDMENTS
Section 1: These by laws may be amended by the Trustees at any regular meeting of the Board, provided one month’s previous notice be given of such proposed amendment. By laws and amendments may not be inconsistent with NYSED law or any rule of The University of The State of New York. Further, no rule by which more than a majority vote shall be required for any specified action by the trustees shall be amended, suspended or repealed by a smaller vote than that required for action thereunder.
Revised Oct. 28, 2015 by action of the Board of Trustees
Revised Oct. 16, 2019 by action of the Board of Trustees
Revised Oct. 21, 2020 by action of the Board of Trustees