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 By Laws of Board of Trustees


 

Article I

Organization

The District formed by the merger of the St. Charles City and the St Charles County Libraries in August, 1973, as permitted by Section 182.291 of the Revised Statutes of the State of Missouri, shall be called the "St. Charles City-County Library District."

Article II

Purpose

The purpose of the St. Charles City-County Library District is to provide library services to the residents of St. Charles County, Missouri.

The Board of Trustees shall represent the Library both to the people and the governing officials. The primary responsibility of the Board is to establish Library District policy. Members of the Board of Trustees shall represent the entire St. Charles City-County Library District and have their responsibilities fixed by Chapter 182 of the Revised Statutes of the State of Missouri, and other applicable laws.

Such statutes shall serve as a basis for establishing policies that reflect the needs of the Library District and provide efficient, effective and informative services.

Article III

Board of Trustees

Section 3.1 Duties of the Board of Trustees. The Board of Trustees shall: (1) Determine the policy of the Library District and develop the highest possible degree of operating efficiency. (2) Select and appoint a competent Director. (3) Advise in the preparation of the budget, approve it, and make sure that adequate funds are provided to finance the approved budget. (4) Through the Director, supervise and maintain buildings and grounds, as well as regularly review various physical and building needs to see that they meet the requirements of the total Library program. (5) Study and support legislation which will bring about the greatest good to the greatest number of library users. (6) Cooperate with other public officials and boards and maintain vital public records.

Section 3.2 Number of Qualifications. The Board of Trustees of the Library District shall be composed of nine (9) members, four (4) of whom shall be appointed by the Mayor of the City of St. Charles, Missouri, and five (5) of whom shall be appointed by the County Executive of St. Charles County, Missouri. Appointees shall be residents of St. Charles County.

Section 3.3 Organizational Calendar. The fiscal year of the Library District shall be from July 1 to June 30 of each year.

The Board year shall be from July 1 to June 30 of each year.

Section 3.4 Term of Office. A full term of office shall be a period of three (3) years. Terms of office shall be staggered such that no more than three (3) terms of office shall expire in any given year. When possible, Trustees shall be appointed for a full term of office. Appointments for a vacancy in an unexpired term of office shall be made only for the unexpired portion of that term.

When possible all full term appointments and partial term appointments of office shall coincide with the Board year such that new appointments will begin on July 1 of the Board year and expiring appointments shall end on June 30 of the Board year.

Section 3.5 Resignations. Vacancies. Any resignation or vacancy which occurs in the unexpired term of a Trustee shall be filled by appointment by the Mayor of the City of St. Charles, if the vacancy occurs in a seat appointed by the Mayor of the City of St. Charles, or by the County Executive of St. Charles County, if the vacancy occurs in a seat appointed by the County Executive of St. Charles County.

A letter of resignation shall be sent, by the resignee, to the President of the Board, with a copy to the Director of the District. Upon receipt of a letter of resignation, the President or Secretary shall immediately cause the respective appointing body to be notified of the vacancy and a request that the appointing body appoint a Trustee to fill the unexpired portion of the term. Notification of the vacancy may be delegated to the Director of the District.

Section 3.6 Term Limits. No Trustee shall serve more than three (3) full term appointments or combination of full term appointments and partial term appointments totaling more than ten and one-half (10 1/2) consecutive years. Trustees shall be expected to resign from the Board at the completion of this term limit.

In the absence of an announced appointment by one of the appointing authorities, Trustees shall be expected to maintain the duties of their appointment until such time when a successor is appointed and qualified.

Section 3.7 Compensation. Members of the Board of Trustees will be volunteers and serve without financial consideration from the Library District. All travel, meals, subsistence to attend Board meetings, shall be at the sole expense of the individual members.

Section 3.8 Public Officials. For the purpose of insuring effective and responsible governance of the Library District, the members of the Board of Trustees shall be considered to be Public Officials, not employees. All Board discussion concerning any member of the Board of Trustees shall be conducted in compliance with Chapter 610 of the Revised Statues of the State of Missouri (Sunshine Law), and other applicable laws governing public meetings.

Section 3.9 Attendance at Meetings. Members of the Board of Trustees are expected to attend meetings of the Board. The Board of Trustees may request the resignation of any member who has been absent for three (3) consecutive Board meetings or four (4) meetings during a twelve (12) month period. Board members are expected to inform the Library District Administrative office when they are unable to attend a meeting.

Section 3.10 Board Censure. In the event of misconduct or neglect of duty by any member of the Board of Trustees, the Board may publicly reprimand a fellow Trustee through a vote of Censure.

A Motion of Censure may be brought to the Board of Trustees at any time and by any member of the Board of Trustees during a regular or special meeting of the Board of Trustees. A Motion of Censure may only be passed by an affirmative vote of no less than two-thirds (2/3) of the Board of Trustees.

Upon approval of a Motion of Censure, the President or Secretary shall in a timely manner cause the appointing authority to be notified of the Board Censure. Said notification shall state the reason for the Censure and ask the appointing body to address the issue of misconduct or neglect of duty sited by the Board of Trustees.

Section 3.11 Representative of Appointing Body. Trustees shall retain their status as members of boards or commissions of the appointing body. If such bodies have term, attendance, or other requirements which are more stringent than the requirements within these bylaws, such regulations shall apply.

Article IV

OFFICERS

Section 4.1 Officers. The Officers of the Board shall be a President, a Vice-President, a Secretary and a Treasurer.

Section 4.2 Election and Terms of Officers. At the regular meeting in June of each year, the Board shall nominate and elect, from its members, a President, Vice-President, Secretary and Treasurer. Candidates, so elected, shall take office on July 1 of said year. No person shall be nominated for, or hold, more than one (1) office at a time.

Officers so elected shall hold office for a Term of one (1) year or until their respective successors are elected and qualified. Any member completing a full term of office as an Officer may be reelected to a second term of office. No member shall be reelected to any office for more than two (2) consecutive terms. No Trustee shall serve more than two (2) full term appointments or combination of full term appointments and partial term appointments totaling more than two and one-half (2 1/2) consecutive years in the same office.

Section 4.3 Vacancy in Office. Any vacancy occurring in any of the offices of the Board of Trustees shall be filled by nomination and election at the next regular meeting of the Board. Any person elected to office to fill such vacancy shall hold office until the next regular election of officers.

Section 4.4 President. Duties of. It shall be the duty of the President to preside at all meetings of the Board of Trustees; to appoint all committees not otherwise provided for. The President shall perform all duties provided by law. The President shall be the chief executive of the Library Board and in general do all things customarily provided by said office, and shall be an ex-officio member of all committees of the Board. The President shall vote on all matters before the Board.

Section 4.5 Vice-President. Duties of. In case of absence, inability or refusal to act, of the President, the duties of that office, as above provided, shall devolve upon the Vice-President. In case a vacancy occurs in the Office of the President, then, in such event, the Vice-President shall perform all functions of the President until a successor for the unexpired term is elected.

Section 4.6 Secretary. Duties of. In case of absence, inability or refusal to act of the President or Vice-President, then, in such event, the duties of that office, as above provided, shall devolve upon the Secretary. The Secretary shall be responsible for all official correspondence of the Board of Trustees, and shall cause a permanent record of the proceedings of the Board to be kept. The Secretary shall be responsible for the oversight of all policy of the Library District governing public meetings and access to public records and to perform such other duties as, from time to time, the Board may direct.

The Board of Trustees may delegate such duties as may be desired, and as may be approved by the Board to a Recording Secretary. The Recording Secretary shall be the Administrative Assistant to the Director and such duties shall be performed within the scope of the Assistant’s normal job responsibilities. Such delegation shall in no way, however, relieve the Secretary from responsibility for the performance of statutory duties.

Section 4.7 Treasurer. Duties of. In case of absence, inability or refusal to act of the President, Vice-President or Secretary, then, in such event, the duties of that office, as above provided, shall devolve upon the Treasurer. The Treasurer shall be responsible for the oversight of all financial policy pertaining to the Library District and shall cause an audit to occur annually. In addition, the Treasurer shall insure that positions on the Board or with the administration of the District which deal with funds shall be sufficiently bonded, at the cost of the District to protect the District’s financial interests.

The Treasurer shall delegate normal supervision of financial duties to the Director of the Library District who may in turn delegate such responsibilities to the Finance and Support Services Manager, who shall present to the Board, at its regular meetings, a complete financial report.

Article V

Meetings of the Board of Trustees

Section 5.1 Regular Meetings. The regular meetings of the Board of Trustees shall be held at the designated location at such time as the Board may, by resolution, designate.

Section 5.2 Notice of Meetings. Notice of regular meetings shall be mailed, or delivered, to every member of the Board of Trustees at least three (3) days before the date of said meeting. Meeting notices shall also be publicly posted, in accordance with the Revised Statues of the State of Missouri, in District buildings in which direct services are provided to the public.

Section 5.3 Special Meetings. The President of the Board may, or at the request of three (3) members of the Board of Trustees, call a special meeting of said Board, stating the object of said meeting. Trustees shall be given a minimum of twenty-four (24) hours prior notice of any such special meeting unless good cause justifies departure from this requisite, in which case such good cause shall be stated in the minutes of the meeting. No business shall be transacted at said special meeting except as stated in the call thereof, without the unanimous consent of all members of the Board of Trustees.

All special meetings must be held with a minimum of twenty-four (24) hours public notice and at a place reasonably accessible to the public, unless good cause justifies departure for these requisites, in which case such good cause shall be stated in the minutes of the meeting.

Section 5.4 Executive Session/Meeting. Executive Session/Meeting may be called by the President or at the request of three (3) members of the Board of Trustees. Only those items as defined by Chapter 610 of the Revised Statutes of the State of Missouri (Sunshine Law), and other applicable laws governing public meetings may be discussed during an Executive Session/Meeting.

Section 5.5 Quorum. A simple majority of the current appointed Board shall constitute a quorum for the transaction of business at all meetings of the Board of Trustees. In the event that a quorum shall not be present, a majority of those present may adjourn said meeting, once the time and place of the next meeting is established. No other notices of such adjournment shall be required.

Section 5.6 Public Records. All minutes of the St. Charles City-County Library District shall be considered open records except those protected under applicable Statues of the State of Missouri. Minutes shall be made available to the public upon approval by the Board of Trustees.

Section 5.7 Parliamentary Law. In all matters of procedures not specifically covered herein, the Board shall be guided by the rule of reason. The Trustees, through a simple majority may require that meetings be conducted according to Robert's Rule of Order.

Article VI

Library Director

Section 6.1 Director and Library Staff. Employment and Compensation. The Board of Trustees shall retain powers of hiring, evaluating, remunerating and disciplining the Director of the Library District under general personnel policies as established by the Board (references to the supervisor or Director in these policies shall be construed as meaning the Board as a whole). Annual evaluations of the Director shall be conducted by the Board of Trustees.

Section 6.2 Director and Library Staff. Duties of. The Director shall be the chief executive officer and administrative officer of the Library District and shall serve at the pleasure of the Board of Trustees.

The position shall be responsible for the execution of the orders and policies adopted and promulgated by the Board as well as performing such other duties as the Board, by resolution, may direct from time to time. The Director shall have complete authority to hire employees for all positions authorized by the Board of Trustees in the District Budget.

The Director, in addition to being the chief executive officer and administrative officer of the Library District, shall annually make a report to the Board of Trustees stating the condition of the Library and its services. As a Public Record, the report shall be submitted to the Mayor of the City of St. Charles, the County Executive of St. Charles County, and to the Missouri State Library by the Board of Trustees of the Library District.

Article VII

Committees

Section 7.1 Committees. There shall be such standing and special committees as the Board may from time to time, by resolution, provide. Unless otherwise provided in the resolution creating any such committee, the same may consist of four (4) members of the Board and shall be appointed by the President, annually.

Section 7.2 Meetings. All committees shall be subject to the call of their respective chair. A majority of the members of each committee shall constitute a quorum. Reasonable notice of all committee meetings shall be given, by the chair, to all committee members and the Board President. Although a committee meeting may constitute a quorum of the full Board no formal action shall be taken at any committee meeting except recommendations of the committees to the full Board during open sessions.

Article VIII

Indemnification

The St. Charles City-County Library District will defend, indemnify and hold harmless any one or all of the Trustees of the Library District for any mistake of judgment or other action taken in good faith by the Trustees in performance of their statutory duties, unless resulting from willful negligence or bad faith. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such Trustee may be entitled.

The Board of Trustees, at its discretion, may authorize the purchase of a policy or policies of insurance against liability, by the Board, and its employees to indemnify any person pursuant to this By-law, which shall contain such terms, and conditions as the Board may deem appropriate to the extent and in the manner permitted by law.

Article IX

Professional Services

The Board may, at its discretion, authorize a qualified attorney-at-law to represent the Board of Trustees in legal matters.

An audit of all accounts of the Library District shall be made a least annually by a certified public accounting firm appointed by the Board of Trustees and shall be a public document.

Article X

Conflict of Interest

The Board of Trustees shall adopt and annually review a Conflict of Interest Policy. The purpose of the policy shall be to protect the Library District’s interest when it contemplates entering into a transaction or arrangement that might benefit the private interest of a member of the Board of Trustees or Director of the Library District or might result in a possible excess benefit transaction.

Article XI

Nepotism

No person shall be employed by the Board of Library Trustees or by the Director who is related within the third degree by blood or marriage to any Trustee of the Board.

Article XII

Amendments

These by-laws may be amended, effective immediately, in whole or in part, at any regular or special meeting, after not less than Twenty (20) days prior written notice of any such proposed amendment shall have been given to all members of the Board of Trustees and upon the affirmative vote of a majority of all members of the Board present at the meeting.

(Revised 8/13/2014)