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CDLC Organizational Bylaws

Article I - Name, Area Article II - Purpose Article III - Membership Article IV - Board of Trustees Article V - Board of Trustees' Officers Article VI - Audit Report

Article VII - Conflict of Interest Article VIII - Harassment Article IX - Construction Article X - Indemnification Article XI - Amendments to Bylaws

ARTICLE I - NAME, AREA

1. NAME: The name of this organization shall be the Capital District Library Council for Reference and Research Resources as specified in the provisional Charter granted by the Board of Regents on June 24, 1966 and the permanent Charter granted by the Board of Regents on September 24, 1971.
2. AREA: For the purpose of this article, the Capital District shall be defined as that area encompassing the counties of Albany, Fulton, Hamilton, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, Washington, and such other adjacent areas as may desire to participate, consistent with the regulations of the New York State Commissioner of Education.

ARTICLE II - PURPOSE

1. To identify and improve library resources and services within the region.
2. To initiate, promote, and support research studies and projects and provide the means for interlibrary cooperative plans and services within the area of the Capital District Library Council (the Council).

ARTICLE III - MEMBERSHIP

1. INSTITUTIONAL MEMBERSHIP
1. FULL INSTITUTIONAL MEMBERSHIP
1. Eligibility: An organization providing reference and research services in the area prescribed for the Council, and which meets the criteria provided by the Commissioner’s Regulations for the Library Reference and Research Resources Systems, may be approved by the Trustees for Institutional membership in the Council. Membership is held in the name of the organization rather than the library. This class of membership is the only class eligible to vote.
2. Voting: Full members shall be entitled to one vote on voting matters, and the Director, or his/her designated representative (proxy) shall cast the organization’s ballot. Trustees may also authorize absentee ballots for voting at Council institutional member meetings.
2. OTHER INSTITUTIONAL MEMBERSHIP
1. Eligibility: Institutions not meeting New York State Education Department and Council criteria for Institutional membership may be eligible for Associate, Affiliate, or other status if they meet the criteria defined by the CDLC Board of Trustees.
2. Voting: These classes of membership are not eligible to vote in Council institutional member meetings.


2. PERSONAL MEMBERSHIP
1. Eligibility: A staff member of any library in the area served by the Council, or any individual interested in reference and research shall be eligible for individual membership, subject to Trustee approval.
2. Voting: This class of membership is not eligible to vote in Council institutional member meetings.


3. RESPONSIBILITIES

The Board of Trustees shall define the duties and responsibilities of each class of membership and acceptance of the same shall be a condition for membership in the Council. The Board of Trustees may terminate membership if duties and responsibilities are not fulfilled.


4. SERVICES

Each class of membership will be eligible for services and benefits of the Council as defined by the Trustees.


5. FISCAL YEAR

The Institutional Membership and Council fiscal year shall run from July 1 to June 30.

6. DUES
1. The dues of each class of Council membership shall be levied in accordance with a schedule approved by the Board of Trustees.
2. A renewal notice will be sent out no less than fifteen days before the beginning of the applicable membership year.
3. Non payment of dues, without good cause shown, after four months from the beginning of the fiscal year, shall automatically result in termination of membership.


7. REINSTATEMENT

Membership may be reinstated if the issue of contention is resolved and dues are paid in full within the fiscal year of termination.


8. MEETINGS
An annual meeting will be held at such time and place to be determined by the Trustees. Meetings may be called at such other times as the President or a majority of the Trustees shall determine, or upon the request of a majority of the institutional members. The President of the Board, or his/her designate, shall preside over the general and special meetings.
Written notice of all members’ meetings shall be sent to members no more than 45 and no less than five days in advance of the meeting.
3. A quorum for the purpose of transacting business of the Council at institutional member meetings shall be one half of the institutional full membership.
4. A majority vote of those institutional members voting at institutional member meetings shall prevail except as allowed for in ARTICLE XII, AMENDMENTS TO BYLAWS.

ARTICLE IV - BOARD OF TRUSTEES

1. GENERAL MANAGEMENT

The members of the Board of Trustees of the Capital District Library Council, acting in concert, are the legal institutional embodiment of the Council. As such they are, by law, responsible for the Council, its operation, personnel, and assets. Trustees are subject to the laws and regulations of the New York State Board of Regents and its designated representative, the New York State Commissioner of Education. The general management of the affairs of the Council shall be vested in a Board of Trustees. The Board of Trustees shall have control of the property of the Council and shall determine its policies with the advice of its various committees. It shall have power to authorize expenditures and take all necessary and proper steps to carry out the purposes of the Council and to promote its best interest.


2. NUMBER AND COMPOSITION

The number of Trustees shall be fifteen. Law and regulations mandate one Trustee position for each public library system member and the largest academic institution and at least two non-librarians from the research community served by the region. The Council has six mandated Trustees. The other nine members shall be broadly representative of the institutional membership, which includes academic, public, school, and special libraries. Board composition shall include at least one representative from each of these groups.


3. TERM OF OFFICE
1. Mandated Positions: Nominations for the mandated positions for the public library systems and the academic library with the largest collection are put forward by the respective institution.
2. Regular Term: The regular term of office for elected Trustees shall be five years.
3. Term Limits: No Trustee shall hold office consecutively for more than ten years. Full terms shall begin on July 1 and end on June 30.
4. Partial Term: In the event of a vacancy on the Board during an unexpired term, a successor Trustee shall be elected by the remaining Trustees to serve out the remainder of the term. A partial term Trustee is eligible for regular term election at the next annual meeting following the completion of said term.
5. Retention: Incumbent board members who retire or relocate to a non-member institution during their term, and who are a resident of the ten counties served, and at the request of the remaining Board of Trustees, may serve out the remainder of their term.
6. Removal:
1. If any trustee shall fail to attend three consecutive meetings without excuse accepted as satisfactory by the trustees, (s)he shall be deemed to have resigned, and the vacancy shall be filled.
2. Trustees may be removed by action of the Board for having excessive absences.
3. Trustees may be removed by the New York Board of Regents.


4. NOMINATION PROCEDURES
1. The President, with approval of the Board, shall appoint a nominating committee of no fewer than three members, at least one of which is a Board member.
2. The nominating committee shall submit a slate of candidates to the Board for approval.
3. The Council will forward a ballot of the approved slate with notice of the annual meeting.
4. At the annual meeting nominations may be made from the floor by voting members.


5. ELIGIBILITY FOR NOMINATION
1. The nine at-large Trustees need not be librarians or head librarians but must have an employment affiliation with a member institution and be able to represent the constituency.
2. Trustees having served two consecutive terms may reestablish their eligibility after a one-year absence from the Board.
3. Trustees not employed by a member institution must be residents of one of the ten counties served by the Council.
4. The Trustees may not be employees of the New York State Education Department.


6. ELECTION

The Trustees shall be elected at the annual meeting by the designated representatives of the member institutions.

7. VACANCIES

In the event of a vacancy on the Board during an unexpired term, a successor Trustee shall be elected by the remaining Trustees to serve out the remainder of the term.

8. MEETINGS
1. Regular meetings shall be held at least six times a year and special meetings will be called when necessary to conduct the official business of the Council.
2. A notice of every meeting, stating the purpose and the time and place, shall be sent by the Executive Director at least five and not more than ten days prior to the meeting, to the record address of each Trustee.


9. QUORUM
1. A quorum of the Trustees shall be eight.
2. Approval of actions shall be by majority vote of the Trustees present, except as allowed for in ARTICLE XII, AMENDMENTS TO BYLAWS.
3. In extraordinary circumstances, members of the Board may participate in a meeting of such Board 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 said meeting.

ARTICLE V - BOARD OF TRUSTEES' OFFICERS

1. OFFICERS

The Officers of the Board of Trustees shall consist of a President, Vice-President, Secretary, and Treasurer.


2. ELECTIONS
1. The President and Vice-President shall be elected from the membership of the Board as soon as possible after the Annual Meeting or at the next scheduled meeting should a vacancy occur.
2. The Secretary and Treasurer may be elected by the Trustees from their own membership or otherwise appointed by the Board. Appointed officers shall not be voting members of the Board or considered for the purpose of having a quorum.
3. The term of office for the President, Vice-President, Secretary, and Treasurer shall be for two years, but shall not extend beyond the Board Membership term of the incumbent.


3. DUTIES
1. President: The President shall be the principal executive officer of the Council and shall in general supervise and control all of the business and affairs of the Council. He/she shall preside at all meetings of the members and of the Board of Trustees. The President, the Secretary or any other proper officer of the Council authorized by the Board of Trustees may sign any deeds, mortgages, bonds, contracts or other instruments that the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these by-laws or by statute to some other officer or agency of the Council. In general, the President shall perform all duties as may be prescribed by the Board of Trustees from time to time.
2. Vice-President: In absence of the President, or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Trustees.
3. Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board of Trustees, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, and be custodian of the corporate records of the Council. The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Trustees. In addition, the Secretary shall notify members of their election to office or their appointment to committees and keep a record of the transactions of the Council.
4. Treasurer: The Treasurer shall be responsible for the supervision of an account of all monies received or expended by the Organization. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Trustees. He/she shall report to the Board at all meetings, according to a format prescribed by the Board of Trustees.
5. Executive Director: The Trustees shall appoint an Executive Director who will be the chief administrative officer of the Council. The Executive Director is charged with the duties of effectuating the purposes of the organization, carrying out the directives of the Board of Trustees and the members in performing any and all functions necessary and proper to ensure that the policies, objectives and aims of the Council are carried out. The Board shall employ an Executive Director who shall have general charge, subject to the overall control and direction of the Board, oversight and direction of the affairs and business of the organization, and sole responsibility for the employment and discharge of staff.


4. COMMITTEES

The President may appoint such committees as are required. The duties and/or charge to each ad hoc committee shall be specified by the President or by action of the Trustees. The duties and/or charge to standing committees shall be via Resolution by the Board of Trustees.

ARTICLE VI - AUDIT REPORT

1. The accounts of the Council shall be audited each year by an independent certified public accountant who is not an officer, board member or employee of the Council.

ARTICLE VII - CONFLICT OF INTEREST

1. DEFINITION
   
   A conflict of interest exists when a matter to be acted upon by the Board confers a direct, substantial benefit to any Trustee, business or agency from which a Trustee of the Board derives an income or has authority in governance.
2. PROTOCOL
1. A Trustee shall abstain from voting on any matter before the Board which places him or her in a conflict of interest.
2. Prior to voting on matters in which a potential conflict of interest exists for any Trustee, the President shall inquire whether any Trustee of the Board desires to abstain from voting because of a conflict of interest and any Trustee of the Board shall declare that he or she abstains from voting if a conflict of interest exists.
3. Prior to voting on any matter, a Trustee of the Board may be requested by any other Trustee of the Board to abstain from voting because of a conflict of interest. If the challenged Trustee refuses to abstain from voting as requested, the President shall immediately call for a vote of the Trustees to determine whether the challenged Trustee is in a conflict of interest and shall be required to abstain from voting on the matter before the Board. If a two-thirds (2/3) majority of the Trustees present votes to require the abstention of the challenged Trustee, that Trustee shall not be permitted to vote.

ARTICLE VIII - HARASSMENT

1. Harassment of any kind will not be tolerated at the Capital District Library Council. Any individual who is subject to verbally abusive language relating to gender, race, religion, or age, or who experiences sexually oriented physical touching or suggestive language is encouraged to report it immediately to the President and/or the Executive Director. Any individual who is aware of such verbally or physically abusive conditions should report such activity immediately. This policy will be reflected in the personnel procedures and program procedures promulgated by the Council.

ARTICLE IX - CONSTRUCTION

1. If there is any conflict between the provisions of the absolute charter and the bylaws, provisions of the absolute charter of incorporation shall govern.
2. The governance of the Council shall be in accordance with New York State Education laws, the Rules of the Board of Regents, the Regulations of the Comissioner of Education, and these Bylaws.

ARTICLE X - INDEMNIFICATION FOR DIRECTORS, OFFICERS, AND EMPLOYEES

1. The Council shall indemnify its Trustees and Officers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the Trustee, Officer and employees by action in court or otherwise, by reason of the fact that such person was a Trustee or Officer of the Council and acting in good faith for the purpose which such person reasonably believed to be in the best interest of the Council, and not unlawful.
2. Indemnification shall be provided in the manner and to the full extent afforded by Sections 722 through 726 of the Not-for-Profit Corporation Law; and as permitted by such law, the Council may provide additional indemnification pursuant to: an agreement, action of the Board of Trustees, or by provision of these bylaws.

ARTICLE XI - AMENDMENTS TO BYLAWS

1. PROPOSED BYLAW AMENDMENTS
1. Proposed Bylaw amendments must be received by the Trustees at least one meeting prior to voting.
2. Proposed Bylaw Amendments must be approved by a two-thirds (2/3) vote of the Board of Trustees.
3. Voting may be by proxy or absentee ballot.

Adopted and Approved by the Board of Trustees Date: April 13, 2007

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