(Adopted January 17, 2006)
Article II - Object
Article III - Association Membership and Eligibility for Voting
Article IV - Meetings of the Association
Article V - Board of Trustees
Article VI - Nomination and Election of Trustees
Article VII - Meetings of Board of Trustees
Article VIII - Officers
Article IX - Duties of Officers
Article X - Amendments
Article XI - New York State Education Law
Article XII - Parliamentary Authority
ARTICLE I - NAME
The name of the Association shall be The Bryant Library Association.
ARTICLE II - OBJECT
Sec. 1. The object of the Association shall be to maintain a free association library within the area served by the Roslyn Union Free School District, Nassau County, New York, to be known as The Bryant Library.
Sec. 2. The governance and administration of The Bryant Library Association and The Bryant Library are vested in a Board of Trustees and officers functioning pursuant to the provisions of the Education Law and the Not For Profit Corporation Law of the State of New York.
ARTICLE III - ASSOCIATION MEMBERSHIP AND ELIGIBILITY FOR VOTING
Sec. 1. All residents eighteen years of age or older of the Roslyn Union Free School District, Nassau County, New York shall be Association members.
Sec. 2. Membership in the Association is automatically terminated when a person is no longer a resident.
Sec. 3. Members of the Association shall be eligible to vote at the Annual Meeting of the Association or at Special Meetings of the Association provided they shall have been members on or before thirty (30) days prior to the meeting at which they seek to vote.
ARTICLE IV - MEETINGS OF THE ASSOCIATION
Sec. 1. The Annual Meeting of the Association shall be held on the first Monday in November following Election Day for the following purposes: receiving reports of the President, the Treasurer, and the Library Director; electing Trustees for the succeeding year; electing members of the Nominating Committee; and for the transacting of such other business as the Board shall present. The Association shall post in the Library and publish a Legal Notice in a newspaper of general circulation throughout the Roslyn Union Free School District at least forty-five (45) days prior to the date of the Annual Meeting. The notice shall set forth the date, time, and place of the Annual Meeting and the names of those candidates for election to office as Trustees nominated by the Association's Nominating Committee pursuant to Article VI of the Bylaws.
In the event that candidate(s) petition for election in accordance with Article VI of the Bylaws, a supplemental notice shall be so posted and published at least twenty (20) days prior to the date of the Annual Meeting setting forth the names of all petition and nominated candidates for election to the Board of Trustees. The Association shall mail to each Association member at least fourteen (14) days prior to the Annual Meeting notice of the date, time, and place of the Annual Meeting and the names of the candidates for election to office as Trustees nominated by the Association's Nominating Committee and by Petition pursuant to Article VI of these Bylaws.
Sec. 2. Special Meetings of the Association may be scheduled by the President or by a majority of the Board of Trustees. A Special Meeting must be scheduled by the President within four weeks of receiving a written petition signed by twenty-five (25) Association members and stating the specific purpose of the meeting.
Sec. 3. Notice of any Special Meeting shall be posted in the Library, published in a newspaper with general circulation and mailed to all Association members at least fourteen (14) days prior to the date of the Special Meeting. Notice of such Special Meeting shall set forth the specific purpose of such Meeting.
Sec. 4. Twenty (20) members of the Association shall constitute a quorum.
Sec. 5. Except as otherwise provided in the Bylaws or by statute, all voting by the members of the Association shall be by majority vote.
ARTICLE V - BOARD OF TRUSTEES
Sec. 1. The control and management of the property and affairs of the Association shall be vested in a Board of Trustees which shall consist of seven Trustees elected by the members of the Association or appointed by the Board to fill a vacancy.
Sec. 2. Trustees elected by the membership shall serve for three years, commencing with the January Board meeting, and until their successors are elected. Any person who has been elected to serve, and has served three successive three-year terms as a Trustee of the Bryant Library, shall be ineligible to be nominated or elected to a fourth consecutive term.
Sec. 3. In the event of the resignation, death, or removal of any elected Trustee, a successor may be appointed by a majority of the Board of Trustees, to serve until the January Board meeting immediately following the next Annual Meeting. At the time of the next Annual Meeting, a successor shall be elected under the provisions of Article VI to serve the remainder of the vacant term commencing with the January Board meeting.
Sec. 4. Trustees must be members of the Association at the time of their election or appointment and during their term of office. No employee of The Bryant Library may serve as Trustee.
Sec. 5. The Association shall, to the extent permitted by law, indemnify each and every Trustee and officer, past or present, of the Association and their heirs, executors, and administrators against all expenses, including the amounts of any judgments rendered against them provided that the present or former Trustee provides the Secretary of the Association a copy of any summons, complaint or other legal process served within ten (10) days of receipt. The Association will appoint counsel to represent the interests of the named defendant or respondent. The entitlement of indemnification shall not be deemed exclusive of any other right which the indemnified Trustee may possess under the terms of the Bylaws or elsewhere. A Trustee may also retain his or her own counsel.
Sec. 6. The Board of Trustees shall propose an annual budget for the Association at a public meeting and shall transmit it to the Board of Education of the School District for submission to the voters of the School District. The Board of Trustees shall adopt such Budget at the next regularly scheduled public meeting following voter approval of the Budget.
Sec.7. The Board of Trustees shall appoint a Library Director who shall serve as chief administrative officer of the Library and as professional advisor to the Board.
ARTICLE VI - NOMINATION AND ELECTION OF TRUSTEES
Election of Trustees shall take place at the Annual Meeting of the Association
Sec. 1. Nominations:
a. Nominations for Trustee may be made by petition or by a Nominating Committee as hereinafter specified. The Secretary shall report all nominations at the Annual Meeting.
b. By Nominating Committee: A five-member Nominating Committee shall be formed. One member shall be a Trustee appointed from and by the Board of Trustees to serve a term of up to two years. The four other members shall be elected by the Association members at the Annual Meeting to serve during the succeeding year. No library employee may serve on the committee. The Nominating Committee shall hold its first meeting not later than ninety (90) days after the January Board meeting. The Trustee appointed to the Nominating Committee shall call the first meeting at which the members of the Committee shall elect a Chairperson. The Committee shall nominate the number of candidates equal to the number of vacancies on the Board of Trustees as of the next election, and shall indicate the specific terms of office to which each candidate is nominated. The Committee shall submit its report to the Association Secretary no later than the September Board meeting. The Association shall publish notice of the names of the candidates so nominated for election in a newspaper having general circulation in the Roslyn Union Free School District in accordance with the notice requirements set forth in Article IV of the Bylaws.
c. By Petition: Nominations may be made by petition and signed by twenty-five (25) members of the Association and submitted to the Secretary on or before thirty (30) days prior to the Annual Meeting. Petitions shall not be for specific vacancies on the Board of Trustees.
d. Every candidate for election to the Board of Trustees must state a willingness to serve if elected. Any member of the Nominating Committee who applies for a trustee position must resign from the Committee and the vacancy on the Committee shall be filled by appointment by the President of the Board of Trustees.
Sec. 2. Elections:
a. Each Association member shall have one vote for each vacancy on the Board of Trustees. Vacancies on the Board of Trustees during contested elections shall be considered at large. The candidate receiving the highest number of votes will be elected to the longest term vacancy. The remaining vacancies will be filled in decreasing order of the number of votes and length of term of office so that the candidate receiving the second highest number of votes is elected to the next longest term vacancy, etc.
b. In the absence of petition-nominated candidates for election to the Board of Trustees, voting for candidates shall be conducted at the Annual Meeting upon affirmative oral vote of those Association Members present at the Annual Meeting.
c. Contested elections at which there are more candidates than there are vacancies on the Board of Trustees shall be conducted by secret ballot between 7:00 a.m. and 8:00 p.m. at the Bryant Library on the day established for the Annual Meeting.
d. In the event of a contested election the Association shall provide for Absentee Ballots for those Association Members who will be absent from Nassau County on the day of the election by reason of occupation, business, education, hospitalization, illness, disability or vacation as those terms are defined in Section 2018-a of the Education Law. Applications for Absentee Ballots in the form prescribed by the Association must be received by the Association's Secretary at least seven days prior to the Annual Meeting if the Absentee Ballot is to be mailed to the Association Member or on the day before the Annual Meeting if the Absentee Ballot is to be delivered personally to the Association Member. In order for the vote to be counted, Absentee Ballots must be delivered to the Secretary at the Bryant Library no later than 5:00 p.m. on the day of the Annual Meeting.
e. If a person’s eligibility to vote as a member of the Association is questioned, such person shall submit an affidavit certifying eligibility. Their votes will be placed in separate sealed envelopes to be counted only if upon review of the applicable records it is established that such persons are members of the Association.
f. Installation of the elected candidates shall take place at the conclusion of the Annual Meeting. Terms of office shall commence with the January Board meeting following the Annual Meeting.
ARTICLE VII - MEETINGS OF BOARD OF TRUSTEES
Sec. 1. The regular meetings of the Board of Trustees shall be scheduled for the third Monday of each month. Notice of regular meetings may be posted in the Library and on the Library’s Web site, and in a newspaper having general circulation in the Roslyn community. The date of regular meetings may be changed by resolution of the Trustees and due notice thereof shall be posted in the Library.
Sec. 2. Special Meetings of the Board of Trustees may be called by the President and shall be called upon the request of at least three members of the Board. Notice of Special Meetings of the Board of Trustees shall be posted in the Library.
Sec. 3. Any Trustee who fails to attend three consecutive regular monthly meetings in person, unless excused by the Board of Trustees, shall be deemed to have resigned and shall be so notified by the President of the Board.
Sec. 4. A Trustee may be removed by a majority vote of the entire Board of Trustees for misconduct, incapacity, or neglect of duty. A hearing for the removal proceeding shall be held before the Board upon ten days notice to the Board and the Trustee involved. The notice shall specify the charges to be heard.
Sec. 5. Four Trustees shall constitute a quorum at meetings of the Board of Trustees. All Resolutions of the Board of Trustees shall require the affirmative vote in person of at least four Trustees.
ARTICLE VIII - OFFICERS
Sec. 1. The elective officers of the Association and of the Board of Trustees shall be a President and a Vice-President who shall be elected annually by the Board of Trustees from among their own body at the January meeting of the Board of Trustees. Such officers shall hold office for one year and are eligible to be re-elected for one additional consecutive year. This does not preclude the future election of such officer in a non-consecutive year.
Sec. 2. The Board of Trustees shall appoint a Secretary and a Treasurer at the January Board meeting who shall hold office for one year at the pleasure of the Board of Trustees. The Secretary may or may not be a Trustee. The Treasurer shall be a Board member or an independent certified accountant.
ARTICLE IX - DUTIES OF OFFICERS
Sec. 1. The duties of the officers of this organization shall be those required by the general usage of parliamentary law.
Sec. 2. Elected Officers:
a. The President shall preside at all meetings; enforce the rules in accordance with the Bylaws; appoint all committees not otherwise designated; appoint the chairpersons of all committees, subject to ratification of the Board of Trustees; be a member ex officio of all committees except the Nominating Committee; and shall have access to all records. At the Annual Meeting, the President shall report to the Association Members of the proceedings for the past year, with a statement of the condition of the Bryant Library.
b. The Vice-President shall perform the duties of the President in his/her absence, and shall be the official host of the organization. In the event of the death or resignation of the President, the Vice-President shall become the President for the balance of the term.
Sec. 3. Board Appointed Positions:
a. The Secretary shall keep a correct record of all meetings of the Board of Trustees and all meetings of the Association, and shall read the minutes of each meeting at the proper time and place. The Secretary shall have custody of all records and official documents belonging to the Association and shall receive and record the results of the regular election of officers; shall issue notices of all meetings of the Board of Trustees and of the Association; and shall handle the general correspondence of the Association.
b. The Treasurer shall give a Treasurer’s Report and present the financial statement of the Association for the past fiscal year at the Annual Meeting.
Sec. 4. The Treasurer, President, or Vice-President of the Board shall sign all general fund and capital improvement fund checks for the expenditure of funds after voucher approval by the Trustees. Checks requiring two signatures shall be signed by one Officer and one other Trustee.
Sec. 5. The Chairpersons of all committees shall submit reports to the President to be incorporated in his/her report at the Annual Meeting.
Sec. 6. At the expiration of their terms of office, the officers and chairpersons shall deliver to their successors such books and records as belong to their offices.
ARTICLE X - AMENDMENTS
These Bylaws may be amended at any Annual Meeting or Special Meeting called for the purpose, by a two-thirds vote of those present. The notice of the proposed amendment shall be mailed to all members at least two weeks before the meeting at which such amendment shall be considered.
ARTICLE XI - NEW YORK STATE EDUCATION LAW
If at any time any provision of these Bylaws does not conform to the Education Law of the State of New York, these Bylaws shall be deemed to have been amended to conform to the Education Law or other statute, and the membership shall be advised of such mandatory amendments.
ARTICLE XII - PARLIAMENTARY AUTHORITY
Roberts Rules of Order Revised, except when inconsistent with these Bylaws, shall govern all proceedings of the Association.