By-Laws of the Macsherry Library
Alexandria Bay, New York
Article I- Name
1. The association shall be a not-for-profit organization known as the Macsherry Library ("Library"), in accordance with the original charter as granted by the New York State Board of Regents to Holland Library on March 29, 1900 as an association library and as amended with name change on November 8, 1996.
1. The Library is dedicated to maintaining a safe, comfortable library environment for all area residents and visitors alike.
2. The Library is to accomplish this goal by functioning as a community and cultural resource center, offering access to information, educational and recreational reading materials, providing computer technology and education for library patrons and offering a suitable meeting place for community organizations.
3. The Library is to maintain its collection, both general and special in such a manner as to assure to the best of the Library's ability the safety of the collections from deterioration, the security of them from damage and the accessibility of them for public use.
Article III-Board of Trustees
1. The Library shall be managed by the Board of Trustees. Each trustee shall be at least eighteen years of age. The Board shall include at least five and no more than eleven voting members, in accordance with the Library's Charter.
2. In addition the Board shall have Ex-Officio members as stated in the amended Charter, namely the Superintendent of Schools for the Alexandria Central School District and the pastors of the Reformed, Methodist, and Roman Catholic Churches of Alexandria Bay.
3. The current Board of Trustees shall serve until the Library's first annual meeting after the adoption of these By-Laws. At that time and in accordance with Article III, 13, and Article IX, a new Board of Trustees shall be elected with one-third serving one- year terms, one-third serving two-year terms, and one-third serving three year terms. After the first annual meeting subsequent to the adoption of these By-Laws, the term of office for all Board members shall be five years. Trustees may be re-elected.
4. A Trustee may resign at any time by delivering a written resignation to the Board, the President, or the Secretary of the Library. The resignation shall take effect upon its receipt; the acceptance of the resignation shall not be necessary to deem it effective unless otherwise specified in the notice. Any Trustee may be removed, with or without cause, by a two-thirds vote of the entire Board. Any Trustee who misses three or more meetings during his or her term without notifying the President of the cause shall be immediately eligible for removal.
5. If a vacancy on the Board shall occur due to removal or resignation, a replacement Trustee may be selected by vote of the majority of the entire Board of Trustees to serve out the unexpired term. The number of Trustees may be changed at any meeting by an affirmative vote of a majority of the Board. Each new Trustee duly elected, due to an increase in the number of Trustees shall serve until the next annual meeting.
6. All terms of office for Trustees shall end December 31st of the appropriate year. The period between the annual meeting (as specified in Article III, 13) and December 31 shall be used for the orientation of new Trustees and the sharing of information between outgoing and incoming Trustees.
7. A majority of the voting trustees shall constitute a quorum for the transaction of business.
8. Unless otherwise specified in these by-laws or required by law, the affirmative vote of a majority of the trustees present at the time of the vote, shall be the act of the Board. An exception is the purchase, sale, mortgage, or lease of real property, which must be authorized by a two-thirds vote of the entire Board of voting Trustees. Abstentions are tallied as negative votes. Each trustee present shall have one vote. Proxies are allowable for a vote but shall not be used to constitute a quorum.
9. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. E-mail communication may be an acceptable alternative if approved by the Board for specific circumstances or individual meetings.
10. Any action required or permitted to be taken by the members of the Board of Trustees or any committee thereof may be taken without a meeting if, prior to such action, two-thirds of the Board or committee shall consent in writing, including e-mail messages and faxes, to such action. Each written consent shall be filed with the minutes of the proceedings of the next Board or committee meeting.
11. The Board of trustees may hold meetings at such time or times and place or places within the state of New York as the Board may from time to time determine.
12. Regular meetings of the Board shall be held each month upon one week's notice of such meeting to be held on the second Wednesday of the month at 7 PM at the Library or at such other time and place as it shall from time to time determine. Regular meetings may be cancelled by the President if, prior to such action, two-thirds of the Board shall consent in writing, including e-mail, to messages and faxes, to such action. Each written consent shall be filed with the minutes of the proceedings of the next Board meeting. Special meetings of the board may be held upon one day's notice with the consent of two-thirds of the trustees. Special meetings shall be called by the President or by the secretary or at the request of two Trustees.
13. The annual meeting of the Board shall be held on the second Wednesday of December at 7 PM at the Library or at a time and place determined by the Board. At the annual meeting, the Board shall review the business and programs of the Library, elect Trustees, and elect Officers for the ensuing year as applicable.
14. At all meetings of the Board, the President or, in his or her absence, the First Vice President or, in his or her absence, the Second Vice President or, in his or her absence, a chairperson chosen by the Board shall preside.
15. The Library Director or his or her designee shall attend all regular Board meetings and at the request of the President or Board any other appropriate Board meetings.
16. All meetings of the Board, working sessions, and executive sessions are subject to the Open Meetings Law of New York State. Public notice of regular meetings and working sessions shall be published in a media outlet selected by the Board and posted at the Library at least five (5) days prior to the meeting.
17. The Board, by resolution adopted by a majority of the entire Board, may appoint committees from among its members and members of the general public to serve at the pleasure of the Board.
18. All Trustees shall conduct the business of their Offices in accordance with specifications stated in the Handbook for Library Trustees of New York State.
1. The elected Officers shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary.
2. Other officers may be appointed by the Board as deemed appropriate. Specific duties of the positions are to be stated at the time of appointment.
3. The elected Officers shall be elected by the Board of Trustees at the Annual Meeting or in the event of vacancy occurring between Annual Meetings. A simple majority vote rules.
4. The terms of the elected Officers shall be two years or until his or her term as Trustee expires, whichever comes first. The Officers may be re-elected.
5. The terms of the appointed Officers shall be either for a specified temporary period of time or for no longer than one year, as the Board deems appropriate at the time of appointment.
6. All terms of office for Officers shall end December 31 of the appropriate year. The period between the Annual Meeting (as specified in Article 111, 13) and December 31 shall be used for the orientation of new Officers and the sharing of information between outgoing and incoming Officers.
7. The Executive Committee of the Library shall be comprised of the elected Officers and shall administer the business of the Library in emergency situations and between board meetings. A majority of the Executive Committee shall constitute a quorum for the transaction of business. Every effort shall be made to keep all trustees involved and informed of any Executive Committee activity.
Article V- Duties of Officers
1. The President shall call and preside at meetings of the Library, the Board of Trustees, and the Executive Committee.
2. The First Vice- President shall preside in the absence of the President or when called in by the President. The Second Vice-President shall preside in the absence of the President and First Vice President or when called on by the President or First Vice President.
3. The Secretary shall keep the minutes of all meetings, act as custodian of the records, and shall attend to the giving and serving of all notices of the Library. He or she shall have the custody of the corporate seal of the Library and shall affix and attest the same to documents when duly authorized by the Board of Trustees.
4. The Treasurer shall have custody of all funds. He or she shall see that an accounting system is established in order to give a true and accurate accounting of the financial transactions of the Library. He or she shall give a report of all transactions at the Annual Meetings and such other interim reported as required by the Board.
5. A committee Chairpersons shall be responsible for all activities and reports thereof within their line of business.
6. All Officers shall conduct the business of their Offices in accordance with specifications stated in the Handbook for Library Trustees of New York State.
Article VI- Order of Business
1. The Order of business of any meeting shall be as follows:
1. Call to order
2. Reading of Minutes, if necessary, of previous meetings
3. Treasurer’s report
4. Reports of Officers, Committee Chairpersons, and Library Director or their designees
5. Unfinished business
6. New business
7. Public Comment
8. Nomination and elections of Officers at Annual Meeting
Article VII- Parliamentary Procedure
1. Procedure shall be conducted as simply as practicable under Roberts Rules of Order, as revised.
Article VIII- Committee and Sub- Committee Members
1. Committee and Sub- Committee members shall be selected by the appropriate Chairperson with the approval of the Library President. They shall then be approved by the Board of Trustees.
Article IX- Nominating Committee
1. The Nominating Committee shall be appointed by the Board of Trustees at the regular monthly meeting preceding the Annual Meeting and it shall consist of three members. The Committee shall present the nominees for offices at the Annual Meeting; nominations may also be made from the floor. A simple majority of the current Board members rules.
Article X- Amendments
1. Is an amendment to the by-laws or the articles of incorporation is proposed, a committee of three members appointed by the President will discuss the proposed amendment and present it to the members for a vote at a regular meeting, at the Annual Meeting, or at a special meeting called for the express purpose of voting on the amendment. A written notice of the proposed amendment shall be given to all members at least two weeks prior to any such meeting.
2. Any amendment to the By-Laws shall become effective on the date of approval by the majority of a quorum of the members of the Board of Trustees.
3. Upon approval of the amendment(s) by the Board, the original(s) shall be filed in the Library's safe deposit box; a copy shall be placed on file in the Library office and made available upon request to staff and public alike; and a copy shall be forwarded to the North Country Library System or its successor.
Article XI - Liability
1. No member of the Board of Trustees, any officer thereof, or employee of Macsherry Library shall be liable for any losses on invested funds except by reason of malfeasance or gross neglect of duty.
Article XII - Miscellaneous
1. The seal of the corporation shall be circular in form and shall bear the name of the corporation and words and figures showing that it was incorporated in the State of New York and the year of incorporation (1900).
2. If there be any conflict between the provisions of the charter and these by-laws, the provisions of the charter shall govern.
3. The fiscal year of the Library shall be a calendar year.
4. Any contacts with other entities (charitable and non-charitable) on behalf of the Library shall be accomplished solely by the President or an individual delegated by the Board.
Article XIII - Dissolution
1. In the event this organization is dissolved, such dissolution shall follow all appropriate procedures stated in the charter, in Section 501 (c)(3) of the Internal Revenue Code, and in the rules and regulations issued by the Attorney General of the State of New York.
Approved on 06-11-03