of the SCARBOROUGH PUBLIC LIBRARY CORPORATION
As amended June 2014
The name of this corporation is the Scarborough Public Library Corporation, duly formed under the laws of the state of Maine, and having its principal place of business at Scarborough, Maine.
The purpose of the corporation shall be to promote and maintain library facilities in and for the Town of Scarborough, and to further education and provide information and recreation through the library’s collections and services.
BOARD OF TRUSTEES
Powers. All powers of the Scarborough Public Library shall be vested in a Board of Trustees. The Board shall make all rules and regulations for the transaction of the corporation not inconsistent with law.
Composition. The Board shall consist of fourteen (14) Trustees, twelve (12) to be elected and two (2) ex-officio. All elected trustees shall serve for a term of three years, with staggered end dates, so that no more than four shall expire at the close of the last meeting before the end of any fiscal year. Elections may be for a lesser period than three years if necessary to fulfill an unexpired term.
In addition to the elected Trustees the Board of Trustees shall also include as an ex-officio member, a person elected to the Town Council, and a member of the Board of Directors of the Friends of the Scarborough Library. These Trustees shall be appointed or elected by the Town Council and the Board of Directors of the Friends of the Scarborough Public Library, respectively, in such manner and for whatever term that each of them deem appropriate. These ex-officio members shall have all the powers and duties of the elected Trustees.
Election. Trustees are elected by a majority vote of the then current Board of Trustees at the Corporation’s next to last meeting before the end of the fiscal year. Trustees shall assume their duties immediately prior to the election of officers for the next fiscal year, taking place at the meeting following that at which they are elected, and shall serve until their successors assume their duties. No elected person shall serve more than two consecutive three year terms, except as provided in ARTICLE III, 4. below. Any elected person shall become eligible to serve additional terms after an absence from the Board of not less than one year.
Vacancies. Any vacancy occurring among the elected members of the Board of Trustees shall be filled by the affirmative vote of the majority of the remaining Trustees. A person elected to fill a vacancy shall assume their duties at the close of the meeting at which they are elected, shall serve for the unexpired term of his or her predecessor in office, shall serve until their successors assume their duties, and shall be eligible for reelection for up to two additional three year terms, in accordance with ARTICLE III, 3. above.
Attendance. Any Trustee who misses three consecutive meetings and/or four meetings in any given year, without reasonable cause, may be removed by a two-thirds vote of the Board.
Resignation. Any Trustee may at any time resign by writing to the corporation at its principal office or to the President or Secretary of the Board of Trustees. Such resignation shall be effective upon receipt unless it states another date.
Honorary Trustees. Any person whom the Board determines should be recognized for exceptionally meritorious service to the corporation may be designated an Honorary Trustee, with all the privileges of a Trustee except the right to vote.
OFFICERS AND THEIR DUTIES
Officers and Election. The Officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary, each of whom are elected annually for a one-year term by a majority vote of the Board of Trustees at the last meeting before the end of the fiscal year. Election of officers shall be the last order of business at that meeting. For purposes of electing officers, Trustees whose term expires at that meeting shall not be eligible to vote; Trustees elected to membership at the previous meeting are eligible to vote and hold office. Officers serve until their successors are elected.
Vacancies. Any vacancy which occurs in a corporation office shall be filled by election of a Trustee by the affirmative vote of the majority of the remaining Trustees. Any officer so elected shall serve for the length of the unexpired term.
Duties. The President shall preside at all meeting of the Trustees, and is responsible for assuring appropriate Board of Trustees representation at presentations of financial information to individuals who, or organizations that, provide funds to the library. He or she shall have such powers and exercise such duties as are required by these Bylaws or as are commonly incident to that office.
In the absence of the President, the Vice-President shall serve in his or her stead.
The Treasurer shall have custody of the monies of the corporation, shall be responsible for collecting the debts owed to the corporation, paying the obligations of the corporation, filing the corporation’s tax returns, and maintaining books of the financial affairs of the corporation. These duties may be delegated to other paid or unpaid persons with permission of the Board of Trustees. The Treasurer shall present a report of the corporation’s financial activity and condition to the Trustees as often as they may require, and shall prepare an annual financial report. In the absence of the President and Vice President, the Treasurer shall serve in his or her stead.
In the absence of the President, Vice President, and Treasurer, those Trustees present shall elect a President, pro. tem., to preside at that meeting.
The Secretary shall keep written minutes of the meetings of the Board of Trustees and perform such other duties as may be required by the Board. In the absence of the Secretary at any meeting, the President may appoint a Secretary, pro. tem., for that gathering.
The Library Director shall serve as corporation clerk, unless some other person is elected by the Board of Trustees. It shall be the duty of the corporation’s clerk to act as registered agent of the corporation in dealings with the office of the Secretary of State of Maine pursuant to 13-B M.R.S.A.§ 304-A.
Removal. Any officer elected as provided in the bylaws may be removed by a majority vote of the Trustees when, in their judgment, the best interest of the corporation will be served by such removal.
Resignation. Any officer may, at any time, resign his or her office by writing to the corporation at its principal office or to the President, Vice-President, or Secretary of the Board of Trustees. Such resignation shall be effective upon receipt unless it states another date.
Regular Meetings. Meetings of the Board of Trustees shall be held at such time and place as the Trustees may determine. Normally the Trustees will defer to the call for a meeting by the President, at a time and place that he or she determines. See 4. Notice. below.
Special Meetings. Special meetings of the Board of Trustees may be called by any officer or by any two members of the Board or by the Library Director and one member of the Board. The special meeting shall be held as soon as practical after notice is given to all Board members in accordance with ARTICLE 5, section 4 below. The purpose(s) of a special meeting should normally be limited to one or more specific items announced in the call for the meeting. Actions taken outside those announced in the call for the meeting must be ratified at the next regular meeting of the Board in order to be effective.
Annual Meeting. The annual meeting shall be the next regular meeting after the close of the fiscal year. It shall be held at such time and place as the Trustees shall determine. Activities at this meeting shall include year-end reports from committees and officers.
Notice. Trustees have actual notice that regular meetings of the Board are normally held the third Thursday of a month unless notice is received regarding an alternate date by any manner agreeable to a majority of the Trustees. Trustees should keep those dates available unless it is announced that there is no need to meet then. Notice of special meetings shall be made to Trustees in a manner agreeable to a majority of the Trustees which will facilitate the occurrence of the meeting in accordance with ARTICLE V, section 2 above.
Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting except when a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Written Notice Required for Certain Actions. Written notice shall be given to each member of the Board of Trustees at least thirty (30) days before, or presented at the regular meeting prior to, the meeting at which a decision regarding proposed changes will be made regarding the adoption, revision or annulment of any rule or regulation, including changes to these Bylaws (see ARTICLE XII), which the Board shall act upon in accordance with its powers under Article III, section 1. The notice shall fully state the language of the proposed change(s) and, a statement of the purpose(s) thereof.
Quorum. A majority of the Trustees, one of whom must be an officer, present in person, shall constitute a quorum for the purposes of transacting business at all meetings of the Board of Trustees. Committees may transact business when a majority of its members is present.
Parliamentary Authority. “Roberts Rules of Order”, latest edition, shall govern all meetings of the Trustees to the extent that they are not inconsistent with these Bylaws and any special or unique rules of order that the Board of Trustees may adopt. Standing rules, which are related to the details of the administration of the corporation rather than to parliamentary procedure, may be adopted or changed upon the same conditions as any ordinary act of the corporation.
Action by Consent. Any action which may be taken at a meeting of the Trustees, or of a committee of the Trustees, may be taken without a meeting if all of the Trustees, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before the intended effective date of such action. Such consent shall be filed with the minutes of the Trustees’ meetings, or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.
Standing Committees. The Board of Trustees may create standing committees by an affirmative vote of the majority of the Trustees. The President shall appoint members of the Board of Trustees to standing committees and designate the Chair for each. The President, in consultation with the Chair of a standing committee, will also appoint non-trustee members of that committee as such additional members are from time to time deemed desirable.
Nominating Committee. The President shall appoint not fewer than three (3) Trustees to the Nominating Committee. This committee shall be responsible for presenting nominations of successor Trustees and officers. Names of those nominated shall be sent in writing to members of the Board of Trustees at least thirty (30) days before, or presented at the regular meeting prior to, the meeting at which a decision will be made by the Board. The committee will also recommend replacement Trustees to fill unexpired terms when vacancies occur.
Other Committees. The Board of Trustees may create other committees or sub-committees by an affirmative vote of the majority of the Trustees. At least one member of each committee or sub-committee shall be a Trustee. Any such committee or sub-committee may include any other person or persons with needed expertise as seems desirable to the Board of Trustees.
Committee Records and Reports. Each committee established in accordance with these Bylaws will keep written records of its meetings and activities, provide a copy of such records to the Secretary for inclusion in the permanent records of the corporation, and report to the Board of Trustees as often, and in such form, as the Board may require.
The fiscal year of the corporation shall commence on July 1st and end on June 30th.
The corporation shall have a seal in such form as the Trustees may determine, and be kept in the custody of the Secretary.
PROHIBITION AGAINST LOANS AND PRIVATE GAIN
No loans shall be made by the corporation to its Trustees or officers. Any trustee or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
No officer or Trustee shall receive any pay, compensation or benefit from the corporation directly or indirectly for performing corporation duties. This provision shall not prohibit the reimbursement of incidental expenses necessarily incurred in the business of the corporation by any officer or Trustee duly authorized to make such reimbursement.
The Board of Trustees may employ persons to perform duties for the corporation upon proper authorization by the Board, but no officer or Trustee or member of his or her family shall be so employed.
Basic Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Trustee, officer, employee or agent of the corporation, shall be indemnified by the corporation against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to any matter as to which he or she shall have been finally adjudicated in any action was in the best interest of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or a plea of nolo contendere or its equivalent, shall not itself create a presumption that such person did not act in good faith in the reasonable belief that his or her action was in the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Other Provisions. Any provision of these bylaws to the contrary not withstanding, to the extent that a Trustee, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section 1 above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection therewith. Any such person may enforce the right of indemnification created by these bylaws by a separate action against the corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding in which he or she was successful on the merits or otherwise.
Any indemnification under section 1 hereof, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of office, and shall continue as to any such person who has ceased to be a Trustee, officer employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Any indemnification referenced above, to the extent deemed appropriate by the Board, may also be afforded or reimbursed to any Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise which served at the request of the corporation at the time the cause of action or alleged offense occurred.
In the event the corporation shall ever be dissolved, none of the corporation’s assets shall benefit any officer, Trustee or member. Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, with the approval of the Town Council, which shall not be unreasonably withheld, distribute the remaining assets to some other corporation whose purpose is similar to that of the Library corporation (as stated in Article II), and which qualifies under the terms of Section 501(c)(3) of USIRC or to the Town of Scarborough.
The dissolution of the corporation shall be authorized at a meeting of the Board of Trustees upon the adoption of a resolution to dissolve by the vote of a majority of the Trustees.
These Bylaws may be amended by additions or deletions, or be repealed, by a vote of two-thirds of the Trustees at any meeting of the Trustees, provided that written notice of the proposed change or repeal has been provided, in accordance with ARTICLE V, section 5, in writing to members of the Board of Trustees at least thirty (30) days before, or presented at the regular meeting prior to, the meeting at which a decision regarding the proposed changes will be made by the Board. The notice shall fully state the language of the proposed change(s) and a statement of the purpose(s) thereof.
Amended 03-19-98, Amended Article VI (06/17/99), Amended Article XI (10/21/99), Amended Article IV to provide updated statute reference. (06/19/2014)