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By-Laws

ARTICLE I:   NAME

The name of this body shall be the North Scituate Public Library Association, herein after referred to as the “Association”.

ARTICLE II:  PURPOSE

The Association shall at all times be operated exclusively as a tax-exempt charitable library.  The Association shall provide library facilities for the residents of Scituate, Rhode Island through a nonprofit corporation organized and existing under the laws of the State of Rhode Island and Providence Plantations.

ARTICLE III:  MEMBERSHIP

Section 1.  A voting member of the Association shall be a resident of the Town of Scituate and at least 18 years old.  In addition, an association member must be current with the payment of the Association’s annual dues under the terms and conditions as set by the Board of Trustees.  The Association members shall elect the members of the Board of Trustees at the Annual Meeting of the Association.

Section 2.  The Annual Meeting of the Association for the transaction of such business by the members as may properly come before the meeting shall be held on the third Monday in April of each year. If the day fixed for the Annual Meeting shall be a legal holiday in the State of Rhode Island, the meeting shall be held on the next succeeding business day.  Proxy voting is prohibited at any meeting of the Association.

Section 3.  Special meetings of the Association may be called by the President of the Board of Trustees or at the written request of 20 active members of the Association.

Section 4.  Notice of a special meeting called either by the President or at the request of 20 Association Members must be placed in the local newspaper at least seven (7) days but not more than sixty (60) days prior to said meeting.  In an emergency, the President may call a special meeting of the Association upon reasonable notice

Section 5.  The Annual Meeting of the Association and any special meetings called consistent with Section II, Article 4 shall take place at the library or at such other location, within the State of Rhode Island, as may be designated in the meeting notice.  If no designation is made for the annual or special meeting, the place of meeting shall be at the Library.

Section 6.  The by-laws may be amended at any regular Association meeting by a two-thirds (2/3) vote of the membership present or by a 2/3 vote of the Trustees present at a regular meeting of the Board of Trustees and approved by the Association at the Annual Meeting or a special meeting called by the President of the Board of Trustees for that specific purpose. Notice must be given at least one (1) week in advance in the notice of the call to the meeting.

ARTICLE IV: BOARD OF TRUSTEES

Section 1.   The Board of Trustees shall manage the property, affairs, and business of the Library  and may exercise all the powers of the Library, except those powers which are conferred by these by-laws upon others.  The Trustees shall make all rules and regulations for the  governance of the Library.

Section 2.  The Board of Trustees shall be composed of fifteen (15) members.  Each member shall serve without compensation.  The Trustees are elected for staggered three-year terms, five at each Annual Meeting.  No Trustee shall serve more than two consecutive three-year terms.

Section 3.  At the first Board of Trustee Meeting after the Annual Meeting, the Trustees shall elect officers. The Trustees shall elect a President, Vice President, Secretary, and Treasurer.

The  President shall

  • preside at all meetings of the Members and Trustees:
  • report in writing at the Annual Meeting of the Association on the condition of affairs of the Library and make recommendations with respect thereto,
  • annually appoint persons to serve on the Trustees’ Nominating Committee, and
  • perform such other duties as the Board of Trustees may prescribe from time to time.

In the absence, inability, or incapacity of the President to act, the Vice President shall have the powers and perform all the duties of the President; provided, however, in the event that the office of President is vacant, the Vice President shall not automatically succeed to the office of President.  The Vice President shall have such other powers and perform such other duties as the Board of Trustees may prescribe from time to time.

The Treasurer shall have the responsibility to ensure the safekeeping of all Association funds.  The Treasurer shall ensure that a true and accurate accounting of the financial transactions of the Association is made and that reports of such transactions are presented to the Board of Trustees at each of their meetings.  At the Annual Meeting of the Association, the Treasurer shall present an annual report of the funds received and expended to the Association members.  The Treasurer shall also perform such other duties as the Board of Trustees may prescribe from time to time.

The Secretary shall:

  • issue notices for and keep minutes of all meetings of the Association and Board of Trustees,
  • have charge of the corporate seal and corporate books, and
  • make such reports and perform such other duties as are incident to the office of Secretary or required by the Board of Trustees.

Section 4.  There shall be at least six (6) regular meetings of the Board of Trustees, occurring on the second Tuesday evening of every other month starting in May.  A quorum shall consist of at least a majority of current Trustees in order to conduct business.  No proxy voting shall be permitted.

Section 5.  Special meetings of the Board may be called by or at the request of the President or any five (5) Trustees.  [Depending upon the degree of the emergency, a special Meeting may be called and held electronically or in person at the Library.]

Section 6.  The vote of a majority present at any proper Trustee Meeting shall be the act of the Board of Trustees.

Section 7.  In the event of the death, resignation, or removal of a Trustee, the President shall nominate a replacement Trustee.  Upon the approval of the majority of the Board of Trustees,  the replacement Trustee shall serve for the remainder of the unexpired term of the former Trustee.  The duration of said term shall be recorded in the minutes of the Trustee meeting when the nominee’s name is placed before the Board.

Section 8:  Attendance of Trustees/Meeting Dates

Meeting dates, place and time will be established at the first Meeting of the Board of Trustees after the Association’s Annual Meeting.  Preferred meeting times will be discussed and solicited prior to the meeting and be distributed to the full Board for a vote.  Each Board member will receive a meeting schedule.  Board Meeting absenteeism will be handled in the following manner:

  • As a courtesy and to give ample time for agenda changes, contact the President or Library Director prior to the scheduled meeting to notify of intended absence, late arrival, or early departure.
  • After two (2) consecutive absences, or three (3) non-consecutive absences, Board of Trustee members may be contacted by the President or Vice-President of the Board to discuss concerns regarding attendance, as well as, the discussion of a course of mutually beneficial Board of Trustee involvement.

In the event a Trustee is absent for more than ½ of the scheduled meetings, a request for resignation may be solicited by the President of the Board.  If no resignation is received, the Board, by a vote of 2/3 of the members present, may remove the Trustee for absenteeism at its next regularly scheduled meeting.

ARTICLE V:  COMMITTEES

The President may appoint special committees on any subject connected with the interests of the Association from the membership of the Trustees or from residents of the Town of Scituate with the approval of the Board of Trustees.

The Board of Trustees shall have the following standing committees:

Property and Maintenance Committee.—This committee shall maintain and have custody of all physical property of the Library.

Membership and Activities Committee—This committee shall recruit new Association members on an ongoing basis.

ARTICLE VI:  EMPLOYEES

The Board of Trustees shall appoint the Director of the Library and shall fix the amount of the Director’s compensation and that of the Director’s staff.  The President of the Board of Trustees, after consultation with the Trustees, shall conduct the Director’s annual review. The Director of the Library shall have custody of the books, documents and all movable property of the Association and keep such records as the Trustees may require including issuing monthly and annual reports.

ARTICLE VII:  INDEMNIFICATION

The Library shall indemnify to the fullest extent permitted under Rhode Island General Laws 7-6-6, as amended from time to time, or any other applicable law related or succeeding thereto then in effect every trustee, officer, member of a committee, or employee made a party to a proceeding by reason of such person being or having been a trustee, officer, member of a committee, or employee of the Library against judgments, penalties, settlements, and reasonable expenses actually incurred, including those expenses actually incurred prior to the final disposition of such proceeding, subject to the limitations, if any, contained in Rhode Island General Laws 7-6-6, as amended from time to time, or in any other applicable law related or succeeding thereto then in effect.

Approved April 2003, Revised May 2007