Bylaws of the Seldovia Public Library, Inc. Board of Directors
Article I: Membership
This corporation shall not have members.
Article II: Board of Directors
Section 1. Powers and Qualifications.
(a) The affairs of the corporation shall be managed by the board of directors. The board of directors shall establish policies, employ a person to act as Library Director, approve a budget, approve expenditures, and acquire and oversee the use of library assets in the furtherance of the purposes of the corporation.
(b) A director must be at least 18 years of age and must be a Seldovia Library card holder.
Section 2. Number and Term.
(a) The number of directors of the corporation shall be at least three, but not more than six. The board of directors shall set the number of directors by resolution from time to time. In addition, the employee designated as the Library Director shall serve as an ex-officio director, without voting rights, and attend meetings of the board of directors.
(b) The terms of office of the directors shall be three years and such terms shall be staggered, to the closest extent possible, such that one-third of the directors shall be elected each year. The number of directors may be increased or decreased from time to time by amendment to the Bylaws, but a decrease may not have the effect of shortening the term of an incumbent director. Each director shall hold office for the term for which he or she is appointed and until his or her successor shall have been appointed and qualified. There are no term limits.
Section 3. Selection.
At least thirty (30) days prior to the annual meeting, notice of elections for the board of directors shall be posted at the library and on the corporation’s website. In addition, whenever there is a vacancy on the board of directors, notice of such vacancy shall be posted at the library and on the corporation’s website for at least thirty (30) days prior to holding an election. Directors shall be elected by a majority vote of the persons then serving on the Board of Directors.
Section 4. Removal of a Director.
Any director may be removed upon a majority vote of the board of directors of the corporation but only for good cause shown which includes but is not limited to (a) failure to attend, without excuse, three consecutive regular quarterly meetings of the Board of Directors; (b) violating the corporation’s governing policies.
Section 5. Vacancies.
A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the remaining directors. A director appointed to fill a vacancy is appointed for the unexpired portion of the term of the director’s predecessor in office. If a vacancy is due to an increase in the number of directors, the directorship shall be filled for a term that continues until the next appointment of directors. A vacancy shall be filled as expeditiously as possible and, in any event, at the next annual meeting if notice requirements have been met.
Section 6. Ethical Requirements.
Members of the board of directors have a special obligation to maintain the integrity and reputation of the corporation. All directors are charged with the responsibility of supervising the operation of the corporation and to ensure that the affairs of the corporation are administered fairly and impartially. It is essential that directors, through adherence to high ethical standards of conduct, avoid actions that might impair the effectiveness of the corporation or in any way tend to discredit the corporation. Therefore, directors should be guided by the following principles:
(a) Directors of the corporation, in carrying out their responsibilities, should avoid any action which might result in or create the appearance of (1) using their position as a director for private gain; (2) giving unwarranted preferential treatment to any organizations or person; (3) impeding the efficiency or economy of the corporation; (4) losing complete independence or impartiality of action; (5) making a decision as a director outside of official corporate channels; (6) affecting adversely the confidence of any public or any member in the integrity of the corporation.
(b) Directors should strictly preserve the confidentiality of the corporation and its business as necessary to ensure that information is not revealed which would impair or compromise the operation of the corporation.
(c) Directors should adhere to the corporation’s Conflict of Interest Policy.
Violations of this Article II, Section 6 shall constitute grounds for immediate removal from the board of directors.
Section 7. Conflict of Interest.
The board of directors shall adopt a Conflict of Interest Policy to address conflicts of interest. All directors, officers, and staff members shall read and adhere to the corporation’s Conflict of Interest Policy.
ARTICLE III: Meetings of Board of Directors
Section 1. Regular Meetings.
Regular meetings of the board of directors for the transaction of such business as may properly come before the meeting shall be held at least quarterly, or more often if required under the terms of any grant the corporation may receive. The annual meeting of the board of directors shall be held not more than three months following the last day of the fiscal year of the corporation at a time selected by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the board of directors may be held at any place and time, whenever called by the president or by any three directors. Such notice shall specify the purpose of the meeting.
Section 3. Notice of Meetings.
Notice of special and regular meetings of the board of directors shall be given by posting notices at the library, at the post office in Seldovia, Alaska, and on the corporation’s website. Regular meetings require at least 7 days advance notice, and special meetings require at least 2 days advance notice. Notice of the time and place of any meeting of the board of directors shall be given by the person or persons calling the meeting, by mail, electronic mail or by personal communication over the telephone or otherwise. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise specified in the meeting notice, all meetings shall be held at the Seldovia Public Library.
Section 4. Quorum.
A majority of the board of directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 5. Meetings Held by Telephone or Similar Communications Equipment.
Members of the board of directors or its committees may participate in a meeting of the board or such committees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 6. Work Sessions.
In the absence of a quorum, the board of directors may hold a work session for the purposes of discussion of corporate affairs. However, no action may be taken at a work session.
Section 7. Open Meetings; Executive Session.
All portions of board meetings that are not held in executive session shall be open to the public, and each agenda shall include a time for the public to address the board of directors. Topics appropriate for executive session include, but are not limited to: (a) matters, the immediate knowledge of which would clearly have an adverse effect upon the finances of the corporation, (b) subjects that tend to prejudice the reputation and character of any person, provided the person may request a public discussion, (c) matters which by law, municipal charter, or ordinance are required to be confidential; (d) matters involving consideration of government records that by law are not subject to public disclosure; and (e) personnel issues. Minutes and materials relating to the open portions of meetings of the board of directors shall be made available to the public upon request.
ARTICLE IV: Committees
Section 1. Appointment.
The president may appoint committees as needed. All such appointments are subject to the confirmation of the board of directors.
Section 2. Authority of Committees.
The function of committees is to investigate and make recommendations. They shall make reports to the board of directors. No committee shall represent the Corporation in advocacy or oppose any project without the special direction of the board of directors, or such direction as may be clearly granted under general powers delegated by the board of directors to that committee.
Section 3. Committee Meetings.
Meetings may be scheduled by the committee chairperson as needed.
Section 4. Executive Committee.
The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint an executive committee. Such a committee shall consist of at least two directors, all of whom shall be then serving as an officer of the corporation, and shall have and exercise such authority of the board of directors in the management of the corporation as may be specified in said resolution.
Section 5. Limitations on Committee Powers.
No committee shall have the authority of the board of directors to:
(a) amend, alter or repeal the Bylaws;
(b) elect, appoint or remove any committee member or any director or officer of the corporation;
(c) amend the Articles of Incorporation;
(d) adopt a plan of merger or a plan of consolidation with another corporation, authorize the voluntary dissolution of the corporation or revoke proceedings therefor, or adopt a plan for the distribution of the assets of the corporation not in the ordinary course of business; or
(e) amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee.
The designation and appointment of any committee and the delegation of authority to it shall not relieve the board of directors or any individual director of any responsibility imposed upon it, him or her by law.
Section 5. Library Director.
The library director shall be an ex officio member of all committees.
ARTICLE V: Actions by Written Consent
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Alaska, to be taken at a meeting of the board of directors (or its committees) of the corporation, may be taken without a meeting if a consent in writing, setting forth the actions taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. Any director may deliver such consent by electronic mail, provided that each consenting response is unqualified and without discussion. Telephone or written “polls” in lieu of unanimous written consent are not allowed.
ARTICLE VI: Waiver of Notice
Whenever any notice is required to be given to any director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the State of Alaska, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of such notice.
ARTICLE VII: Officers
Section 1. Officers Enumerated.
Officers of the corporation shall be elected by the board of directors and its annual meeting, and include a president, one or more vice presidents, a secretary, and a treasurer. The directors may elect or appoint other necessary officers and assistant officers and agents and designate their duties. Any two or more offices may be held by the same person except the offices of president and secretary. The term of office of all officers of the corporation shall be for one year, but the officers shall hold office until their successors have been duly elected and qualified. Except for the Library Director, all officers must be currently serving directors.
Section 2. President.
The president shall preside at all meetings of the board of directors. The president shall also serve as chairman of the board of directors when such office is necessary.
Section 3. Vice President.
The vice president shall discharge such duties as may be assigned to him or her by the president or board of directors and as are incident to the office of vice president. In the absence or disability of the president, the vice president will act as president.
Section 4. The Secretary.
It shall be the duty of the secretary to keep records of the proceedings of the board of directors and, when requested by the president to do so, to sign and execute with the president all deeds, bonds, contracts, and other obligations or instruments, in the name of the corporation. In addition, the secretary shall perform all other duties incident to the office of secretary.
Section 5. The Treasurer.
The treasurer shall be the custodian of all the funds and investments of the corporation, shall keep regular books of account, deposit all funds and valuable effects in the name of the corporation in depositories as designated by the board of directors, under the direction of the board of directors, shall invest, and disburse the same, and shall perform all duties incident to the office of treasurer.
Section 6. Library Director.
The Library Director shall be selected by the board of directors by majority vote. The Library Director must be a Seldovia Library card holder. The Library Director shall be an ex officio member of the board of directors whose term is co-extensive with his or her term of service as the Library Director.
Section 7. Removal of Officers.
An officer or agent of the corporation may be removed by the vote of two-thirds of the board of directors whenever in its judgment the best interests of the corporation will be served.
Section 8. Vacancies.
Vacancies will be filled arising from any cause may be filled by the board of directors at any regular or special meeting
ARTICLE VIII: Administrative and Financial Provisions
Section 1. Fiscal Year.
The last day of the fiscal year of the corporation shall be June 30.
Section 2. Loans Prohibited.
No loans shall be made by the corporation to any officer or to any director. A director or officer who participates in the making of such a loan will be liable to the corporation for the amount of the loan until its repayment.
Section 3. Shares of Stock and Dividends Prohibited.
No shares or stock shall be held or issued by the corporation. No dividend will be paid and no part of the income or profit of the corporation will be distributed to its directors or officers. The corporation may, however, pay reasonable compensation to directors or officers for services rendered.
Section 4. Compensation.
The compensation of all officers and agents of the corporation, if any, shall be fixed by the board of directors, and shall not exceed what is reasonable in light of all of the circumstances at the time the compensation is fixed. Any Director who has any conflict of interest with respect to such compensation shall not participate in fixing such compensation.
Section 5. Books and Records.
The corporation shall keep correct and complete books and records of accounts and minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors. The corporation shall also keep at its registered office or principal office in the state a record of the names and addresses of its directors and officers. All books and records of the corporation may be inspected by any director, or his or her agent or attorney, for any proper purpose at any reasonable time.
Section 6. Indemnification.
The corporation may purchase adequate insurance to indemnify itself and any director, officer or employee, or former director, officer or employee of the corporation against expenses actually and reasonably incurred by him/her in connection with the defense of any action suit, or proceeding, civil or criminal, in which s/he is made a party by reason of being or having been a director or officer, except those where such persons are liable for negligence or misconduct in the performance of their duties for or on behalf of the corporation.
Section 7. Amendment of Bylaws.
These Bylaws may be altered, amended or repealed by the affirmative vote of two-thirds of the board of directors at any annual or special meeting of the board. At least 30 days advance notice of the nature of the proposed amendments shall be given to all directors. Historic copies of repealed bylaws or portions thereof shall be maintained.
Section 8. Rules of Procedure.
The rules of procedure at meetings of the board of directors of the corporation shall be the rules contained in Robert’s’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the board of directors.
Section 9. Restrictions on Funds.
The board of directors shall have control of the funds of the corporation. Funds of the corporation shall not be used for purposes other than those of the corporation. Disbursements shall be made by check and those in excess of $500 shall require two signatures.
These bylaws enacted by unanimous vote of the board on August 1, 2012 and supersede the previous bylaws, approved on October 10, 1935.