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Article I—Name, Background, and Purpose

This organization is known as the Stamford Library Association. It is defined as an Association library in New York State Education Law Section 226. The Board of Regents of the University of the State of New York, oversees the library system and granted the Stamford Village Library Association a provisional charter in 1907; this was made absolute in 1910; amended in 1991 and in 2010; and amended again in November 2021 to expand the service area to match the Stamford Central School District, to change the name of the association, and to allow for a range in the number of trustees.

The Association is maintained to provide public access to library services and local history resources for the benefit and free use of all the people of the community.

Although the charter delimits the required service area, the Association counts as patrons all people who live close enough to consider it their logical local library.

The library’s mission, as adopted on October 25, 2021, is to be a dynamic hub, offering a wide range of resources, materials, programs, and spaces; to maintain a welcoming, safe space in which everyone can read, seek answers, gain knowledge, communicate and relax; to provide a user-friendly, comprehensive online resource; to be an active member of the community.

Article II—Membership

Association membership is available to any person at least eighteen years old, upon payment of the designated annual dues. Annual membership is for twelve consecutive months. Lifetime membership is also available. Fees for Association membership are set by the board of trustees. A membership card or a document acknowledging lifetime membership is issued to each member.

Current membership is required to vote at the annual meeting. Members must be present to vote. Association meetings are public and membership is not required to attend Association meetings.

Article III—Management

A board of trustees consists of a range of at least seven but no more than thirteen members and is responsible for conducting the business of the Stamford Library Association.

At each annual meeting, Association members elect trustees for a three-year term to the board of trustees. Nominations may be made by a committee formed for that purpose or by any Association member.

The Association’s fiscal year runs from January 1 to December 31. Immediately prior to the organizational meeting that begins the new fiscal year’s agenda, newly elected trustees are seated to replace those whose terms have now expired.

When a vacancy on the board occurs for reasons other than expiration of term, the remaining trustees may vote to fill the vacancy for the remainder of the unexpired term.

Trustees who fail their obligation by not attending three consecutive regular board meetings will be considered as having resigned unless they are excused by a majority of the remaining trustees.

The board has collective authority: No trustee shall act on behalf of the board on any matter without prior approval of the board.

The board has fiduciary responsibility to direct and oversee the investment of funds and the investment companies according to the Association’s investment policy. Creation and oversight of the budget is also the collective responsibility of the board.

Article IV—Officers of the Association

Once newly elected trustees are seated at the beginning of the first regular meeting of the fiscal year, the new board elects its four officers for one-year terms. The president is limited to three consecutive terms; there are no term limits for other officers.

The president conducts all board meetings, appoints committees, makes assignments, executes documents authorized by the board, and is the official spokesperson for the Association and its board of trustees.

The vice-president performs the duties of the president in the absence of the president.

The secretary keeps a record of the Association’s discussions and actions taken at all annual, regular, and special board meetings; these minutes are distributed to trustees for review and prompt correction. Approval, or emendation and approval, of minutes is voted on at the next regular board meeting. Approved minutes are kept within the library and posted to the library’s website, in compliance with the Freedom of Information Law (FOIL). The board may select an assistant, who need not be a trustee, to help the secretary handle correspondence and other duties generally associated with that office

The treasurer reviews the financial records of the Association, including the financial statements generated by the bookkeeping service, the bank statement transactions, and income and expenses against approved budget, for monthly distribution to the trustees. The treasurer also invests funds as directed by the board and its policies and may be responsible to follow up with financial matters as may be directed by the board. The board may select an assistant, who need not be a trustee, to help the treasurer in the performance of duties of the office.

Article V—Meetings

The Association’s meetings are open to the public, except for executive sessions. A quorum of a majority of the entire board is needed to transact business at any annual, regular, or special board meeting. In the absence of a quorum, the trustees present may discuss but may not vote to act on Association business. With no quorum, the meeting should be rescheduled and the entire board notified of the new date.

An annual meeting is held in the fall, immediately prior to the board’s regular meeting when possible, to elect trustees to the board. The annual meeting is announced at least ten days before the meeting through public notice in the library, on its website, and in the legal section of a local paper.

Regular board meetings are set for the current calendar year at the first meeting of the year. The purpose of these regular meetings is to transact the business of the Association. A meeting agenda, distributed in advance of the meeting, should include but not be limited to the following items, covered in the sequence shown if possible: Call to order; Approval of minutes; Treasurer’s report; Library director’s report; Communications; Committee reports; Old or unfinished business; New business; Adjournment.

Special board meetings may be called either by the president or by at least one-third of the trustees. The purpose of a special meeting must be announced at the time the meeting is scheduled.

The library director is expected to attend all regular meetings, participate in discussions and offer professional advice, but is not a member of the board and thus not entitled to a vote on the board. (As an Association member, the library director may vote for trustees at the annual meeting.)

Article VI—Committees

Standing committees are appointed by the president to help conduct the business of the Association. These committees shall consist of one or more trustees and/or Association members and may be redefined by the president if desired and dissolved upon completion of the president’s term.

Special committees may be formed as ad hoc working groups to explore specific issues in depth and provide specialized knowledge to the board. Special committees may be appointed by the president or be formed by one or more trustees. Special committees may include people who are not trustees or members of the Association. The board must approve the creation and membership of these special committees.

All committees are expected to report their progress to the trustees at each regular board meeting. Committees have only advisory powers and their actions are subject to board approval unless the board has delegated specific power to the committee to act on the board’s behalf.

Article VII—Library Director

A qualified library director is hired by the board of trustees as the chief administrator of the library, to manage the library’s operations and programs, circulating collections, and personnel, on behalf of the board and under its direction, and according to a signed contract.

The library director is responsible to administer the library’s policies and to recommend policies, procedures, and programs that improve services for patrons and employees or that provide new or expanded services. The library director generates, maintains, and distributes all appropriate records; contributes to the sense of community the library engenders by leadership, through personal presence and via website; cares for library property and equipment; and develops and maintains the library’s circulating and historical collections. Further, the library director recommends library employees, identifies their duties, and trains, supervises, and evaluates staff and volunteers. In an emergency, the library director may appoint temporary employees.

The library director is not responsible for the operating budget except in an advisory capacity and to identify or code line item expenses and income. The library director is responsible for the collection of money, making deposits, and for providing the documents needed for accounts payable and payroll services.

Although encouraged to speak on all matters under discussion at board meetings, the library director does not have a vote on the board.

Article VIII—Conformity with the Internal Revenue Code

Income to the Association may not benefit any member, trustee, director, or private individual (except that reasonable compensation may be paid for the services rendered, in compliance with library law), and no member, trustee, or private individual shall be entitled to share in the distribution of any of the Association’s assets on dissolution of the Association. In the event of dissolution, all remaining assets and property of the Association shall, after necessary expenses, be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of the State of New York.

The Association is required to file Form 990 with the IRS Section 501(c)(3).

No part of the Association’s activities shall be involved in propaganda, or otherwise attempt to influence legislation or participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.

Article IX—Amendments

The bylaws may be repealed or amended at a regular board meeting by a two-thirds majority of the full board.

Approved June 27, 2022