ANN ARBOR DISTRICT LIBRARY
BOARD OF TRUSTEES
BYLAWS
ARTICLE I
NAME AND LOCATION
1.1 Authority.This organization was formed by Agreement between Ann Arbor Public Schools and the City of Ann Arbor, dated November 1, 1995 (the “Agreement”). For purposes of these Bylaws, the Ann Arbor Public Schools and the City of Ann Arbor may each be referred to as a Participating Municipality in accordance with Section 2 of the District Library Establishment Act, Michigan Compiled Laws Annotated §397.171 et seq. (the “Act”). The language of the statutes used is as it exists on the date of the revised Bylaws; any amendments to the statutes supersede the text of the Bylaws.
1.2 Name. In accordance with terms of the Agreement, this organization shall be called the Ann Arbor District Library.
1.3 Purposes. The Ann Arbor District Library Board of Trustees (the “Board of Trustees”) shall govern operations of the Ann Arbor District Library as specified herein and with such power and authority to perform those acts, tasks, and functions described herein and permitted or required by the Agreement and the Act.
1.4 District Served. The Ann Arbor District Library shall serve the district which is comprised of all that territory located in the jurisdictional limits of the Ann Arbor Public Schools as such limits may exist from time to time, or such other boundaries as may be determined by the voters.
1.5 Dissolution. The Ann Arbor District Library may be dissolved and assets of the Ann Arbor District Library distributed in accordance with the Agreement and applicable provisions of the Act.
ARTICLE II
POWERS AND DUTIES; FISCAL MATTERS
2.1 Powers and Duties. The Board of Trustees shall have the power and authority to do and perform the following acts, tasks and functions as described in Sec. 12 of the Act, MCLA 397.182:
(a) Establish, maintain, and operate a public library for the District;
(b) Appoint and remove officers from among its members;
(c) Appoint and remove a Library Director and fix his or her compensation;
(d) Purchase, sell, convey, lease or otherwise acquire or dispose of real or personal property including, but not limited to,
land contracts and installment purchase contracts;
(e) Erect buildings;
(f) Supervise and control Ann Arbor District Library property;
(g) Enter into a contract to receive library-related service from or give library-related service to a library or a municipality within or without the District (MCLA 397.182 sect 12(1));
(h) Adopt bylaws and regulations, not inconsistent with the Act, governing the Board of Trustees and the Ann Arbor District Library;
(i) Propose and levy upon approval of the electors as provided in the Act, a tax for support of the Ann Arbor District Library;
(j) Borrow money pursuant to the District Library Financing Act (1988 P.A. 265, MCLA 397.281 to 397.290);
(k) Issue bonds pursuant to 1988 P.A. 265, MCLA 397.281 to 397.290;
(l) Accept gifts and grants for the Ann Arbor District Library; and
(m) Do any other thing necessary for conducting the Ann Arbor District Library service, the cost of which shall be charged against the Ann Arbor District Library Fund.
2.2 Fiscal Authority. Money for the Ann Arbor District Library shall be paid to the Board of Trustees and deposited in a fund designated as the Ann Arbor District Library fund. The Board of Trustees shall have exclusive control of the expenditure of money deposited in the Ann Arbor District Library fund, including the authority to prepare budgets and final authority as to the expenditure of such funds. The Board of Trustees shall prepare and publish an annual budget in accordance with the Uniform Budgeting and Accounting Act, being Act No. 2 of the Public Laws of Michigan of 1968, as amended. The Board of Trustees shall be responsible for establishing the approval process for all financial expenditures.
2.3 Fiscal Year. The fiscal year for the Ann Arbor District Library shall be the annual period commencing July 1 and ending the following June 30 of each year.
ARTICLE III
BOARD MEMBERSHIP
3.1 Composition. In accordance with the Act and the Agreement, the Board of Trustees shall consist of seven (7) members elected at large from the District. Board members shall be elected on nonpartisan ballots. A nomination for the office of Board member shall be in accordance with the requirements of Sections 8 (MCLA 397.178) and 11 (MCLA 397.181) of the Act. A candidate for appointment or election to the Board of Trustees shall be a resident of the District.
3.2 Terms. Board members shall be elected for staggered terms in accordance with Section 11 (MCLA 397.181) of the Act at school board elections and, except as provided in Section 3.3, Board members shall serve for four (4) year terms that begin at the same time as those terms of office of members of the Board of Education of the Ann Arbor Public Schools elected at the same election.
3.3 Vacancies. A vacancy shall occur on the Board of Trustees in the event any Trustee is removed from office in accordance with Section 3.3b of these Bylaws, resigns, dies, is convicted of a felony, ceases to be a resident of the District, or for such other reason as permitted by law.
a. Resignation. Resignation from the Board of Trustees shall be by written letter submitted to the President of the Board of Trustees. The resignation shall be effective upon receipt of such notice by the President.
b. Removal. In accordance with Section 8(2) (MCLA 397.178(2)) of the Act, the Governor of the State of Michigan shall have the power to remove a member of the Board of Trustees for cause, pursuant to the provisions of Section 10 of Article V of the State Constitution of 1963, as amended. A member of the Board of Trustees also may be removed by being recalled pursuant to Section 14 of the Act.
c. Filling vacancies. (MCLA 397.181 Sec. 11 (1) h (i and ii)) A vacancy in the office of a board member shall be filled until the expiration of the vacating board member’s term by appointment by majority vote of the remaining board members. If the vacancy occurs 140 or more days before the first regularly scheduled election of board members that follows the beginning of the term of the board member vacating office and that term is 4 years, all of the following apply:
i. The vacancy shall be filled by appointment by majority vote of the remaining board members only until the next date on which the term of any board member expires.
ii. A board member shall be elected at the regularly scheduled election of board members next following the occurrence of the vacancy to fill the vacancy for the remainder of the term of the board member vacating office.
3.4 Compensation. The Board of Trustees may compensate Trustees for attending official meetings of the Board or committees of the Board and shall include the amount of compensation, if any, in the annual budget. Compensation shall not exceed $30.00 per Board member per meeting. A Trustee shall not be compensated for attending more than 52 meetings per year. The Board of Trustees also may reimburse a Trustee for necessary expenses that the Trustee incurs in the performance of official duties.
3.5 Conflict of Interest and Commitment. No member of the Board of Trustees or his or her immediate family member shall benefit financially from the Trustee’s membership on the Board, or create the appearance of a conflict of interest or commitment, or of impropriety. If a Trustee or his or her immediate family member is being considered for a contract or other financial relationship with the Ann Arbor District Library, that Trustee must disclose to the full Board of Trustees that he or she has a conflict of interest. A Trustee with a conflict of interest shall not vote on any matters concerning the conflict of interest or commitment, although a Trustee with a conflict of interest may participate in discussions regarding such matters after disclosing the conflict and may answer questions that may be raised by other members of the Board of Trustees regarding the matter. The Board of Trustees may adopt specific policies and procedures to further address potential conflicts of interest.
3.6 Execution of Contracts. The Board of Trustees may in any instance designate one or more members to execute contracts and other instruments on behalf of the Board, and such authority may be general or confined to specific transactions. The Board of Trustees may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President, Vice President, Secretary or Treasurer of the Board of Trustees may execute such instrument on behalf of the Ann Arbor District Library, and any of the foregoing officers may delegate such authority to the Library Director.
ARTICLE IV
OFFICERS
4.1 Elected Officers. The Board of Trustees shall elect a President, Vice President, Secretary and Treasurer. Officers shall be regularly appointed or elected and voting members of the Board of Trustees.
4.2 President. The President shall preside at all meetings of the Board, appoint committees with the approval of the Board, authorize calls for any special meetings and generally perform the duties of a presiding officer. The President shall have the power and authority, on behalf of the Board of Trustees, to perform all acts, execute and deliver all documents and take all steps necessary and appropriate to effectuate the actions and policies of the Board.
4.3 Vice President. The Vice President shall assume the duties of the President in his or her absence. In the event of resignation, removal, disability, or death of the President, the Vice President shall assume the office of President for the unexpired portion of the vacated term.
4.4 Secretary. The Secretary shall see that a true and accurate account of all proceedings at Board of Trustee meetings is kept and shall perform such other duties as usually pertain to the office of secretary or as shall be determined from time to time by the Board of Trustees. In compliance with any requirements of state law regarding the holding of meetings of public bodies, the Secretary shall issue notices of all regular meetings, and, on the authorization of the President, of all special meetings, and shall have custody of the minutes and other records of the Board of Trustees. With the approval of the majority of the Board, the Secretary may delegate any of those responsibilities to the Library Director.
4.5 Treasurer. The Treasurer shall have charge of the funds of the Ann Arbor District Library, providing for their safe custody and investment as directed by the Board of Trustees, subject to limitations for investment of public funds as provided by law. The Treasurer shall control expenditures from the Ann Arbor District Library funds through a system of vouchers presented by authorized personnel. A record of all monies received or deposited to the Ann Arbor District Library funds shall be kept by the Treasurer, and all disbursements, sales and transfers from the fund shall be kept by the Treasurer, and reported monthly to the Board of Trustees at its regular meeting. In addition, the Treasurer shall perform such other duties as may be prescribed for his or her by State or Federal law and these Bylaws. With the approval of a majority of the Board of Trustees, the Treasurer may delegate any of these responsibilities to the Library Director.
4.6 Terms of Office. All officers shall serve for a one (1) year term. Election of officers shall occur at the annual meeting of the Board of Trustees. Terms of office shall commence upon election and terminate upon the election of new officers at the next annual meeting of the Board of Trustees or at such time that the officer’s successor has been duly elected or appointed. No officer shall serve more than two (2) consecutive terms in the same office.
4.7 Vacancies. In the event of the death, resignation, removal or other inability to serve of any officer, vacancies in any office shall be filled by the Board of Trustees at its next regular meeting following the occurrence of a vacancy, except for the office of President, in which case the Vice President shall assume the duties of the office for the unexpired term. A successor Vice President shall be elected to fill any vacancy so created in that office.
4.8 Resignation; Removal. Resignation from office shall be by written letter submitted to the Board of Trustees. Any officer may be removed with or without cause by the vote of two-thirds (2/3) of the members of the Board of Trustees then in office at any regular or special meeting.
ARTICLE V
MEETINGS
5.1 Annual and Regular Meetings. The annual meeting of the Board of Trustees shall be the first meeting of each new calendar year. At the annual meeting, the Board of Trustees shall determine the schedule of regular meetings of the Board of Trustees for the upcoming year. Within ten (10) days following the annual meeting, a notice shall be posted in a public place setting forth the dates, times and places of all regular meetings scheduled for the ensuing year. (MCLA 15.265(2)) If there is a change in the schedule of regular meetings, there shall be posted within 3 days after the meeting at which the change is made, a public notice stating the new dates, times, and places of the regular meetings for that year.
5.2 Special Meetings. Special meetings may be called by the President or upon written request of two Trustees, provided eighteen (18) hours of notice is given of the time and purpose for the special meeting. The announcement of a special meeting at any meeting at which a quorum is present shall be sufficient notice of such meeting. Trustees not present at the time of announcement of such special meeting shall be notified by the Secretary. No business may be conducted at a special meeting except the business specified in the notice of the meeting.
5.3 Notice of Regular Meetings. Notice of regular meetings, including an agenda, shall be posted in a public place and shall be distributed by the Secretary to all members of the Board of Trustees at least four (4) days before the regular meeting.
5.4 Agenda for Regular Meetings. The agenda for regular meetings shall include the following items:
Call to order and attendance
Approval of agenda
Consent Agenda
Approval of minutes
Citizens’ comments
Financial report
Committee reports
Old Business
New Business
Adjournment
5.5 Quorum. No official business shall be conducted without a quorum of the Board being present at the meeting. For all meetings, both regular and special, four (4) members of the Board of Trustees shall constitute a quorum for the transaction of business.
5.6 Voting. Each member present at a Board meeting shall vote yes or no unless the member has declared a conflict of interest that precludes voting per Section 3.5. Each member of the Board of Trustees shall have one (1) vote and the act of a majority of the Board at any meeting at which a quorum is present shall be the act of the Board of Trustees except as otherwise provided by these Bylaws or as required by Michigan law. All votes of members of the Board of Trustees shall be recorded and shall become matters of public record. In case of emergency, if Board action is needed and a Board meeting cannot be convened on an emergency basis, with the concurrence of the President, members of the Board of Trustees may be polled individually by a Board member or by the Library Director. An effort shall be made to contact all Board members prior to initiating the emergency polling procedure. Any action taken on an emergency basis pursuant to this procedure shall be ratified by the Board of Trustees at the next Board meeting.
5.7 Rules of Procedure. The Board shall use Robert's Rules of Order Newly Revised (10th ed.) as guidelines for the conduct of meetings.
ARTICLE VI
COMMITTEES
6.1 Designation of Committees. The following standing committees shall serve the Board of Trustees: (1) Budget and Finance Committee and (2) Executive Committee. In addition to the foregoing standing committees, the Board of Trustees may establish such special committees and subcommittees from time to time as it shall deem necessary or appropriate.
6.2 Committee Functions. The Board of Trustees shall define the powers and responsibilities of all committees and subcommittees. All committees and subcommittees, whether standing or special, shall serve in an advisory capacity to the Board of Trustees. No committee or subcommittee shall have authority to take final action with respect to any matter or have the power to decide or deliberate public policy on behalf of the Board of Trustees. Each committee shall present recommendations to the Board of Trustees for deliberation and action by the Board in accordance with Section 6.5 and the Board shall be free to reject, accept or modify the committee’s nonbinding recommendations.
6.3 Committee Members; Chairpersons. Subject to the approval of the Board of Trustees, the President shall appoint the committee chairpersons and other members of standing and special committees from a list of proposed committee members prepared in consultation with the Library Director. All appointments to standing committees shall be consistent with membership requirements described in Section 6.6 of these Bylaws. Committees may, but need not, be composed solely of members of the Board of Trustees. Any committee member appointed by the Board of Trustees and any committee chairperson may be removed by a majority vote of the Board of Trustees with or without cause at any time. Individuals appointed by the Board of Trustees to serve on standing and special committees shall make every effort to attend scheduled committee meetings. Upon invitation by the committee chairperson, individuals other than appointed committee members may attend committee meetings.
6.4 Call and Notice of Committee Meetings. Committees and subcommittees shall meet in accordance with a schedule established by the committee or subcommittee and with such frequency as they deem appropriate to effectively discharge their functions, or as required by these Bylaws or by Board resolution. Reasonable notice of the meetings of any committee or subcommittee shall be given to the members thereof. The chairperson of any committee or the President may call a special meeting of any committee. Notice of the time and place of a special meeting of the committee shall be given to each committee member in advance of the meeting by any means, including mail, telephone, facsimile transmission, or e-mail, which can be reasonably expected to provide the committee members with actual advance notice of the meeting. Notice of any meeting of a committee may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting, except where the purpose of the attendance is to object to the holding of the meeting.
6.5 Meetings of Committees. A quorum for a committee meeting shall consist of a least one (1) Trustee member appointed to the committee. At each meeting of the Board of Trustees, each committee chairperson shall deliver a verbal and written report to the Board of Trustees with respect to activities of the Committee since the last Board meeting. Reports as to committee activities shall be presented prior to deliberation and voting by the Board on committee recommendations. Each report shall summarize the recommendations of the committee. If the committee was unable to agree as to its recommendations to the Board of Trustees, the report shall briefly summarize the majority and minority views of the committee with respect to that issue.
6.6 Charge and Responsibilities of Standing Committees.
6.6.1 Budget and Finance Committee. The Budget and Finance Committee shall consist of three (3) Trustees, the Library Director, the chief financial officer of the Library and such other persons, including members of the Library staff and members of the public having expertise in matters within the scope of the committee’s duties, as the Board may deem appropriate. The Budget and Finance Committee shall (i) make recommendations to the Board on the adoption of the annual budget; (ii) review long-term plans for capital expenditures and make recommendations to the Library Director and the Board; (iii) review and advise the Board on financial policies and financial matters, such as insurance requirements, banking relationships, accounting practices, investment policies, internal controls, borrowings, millage and election issues and other similar matters; (iv) develop the basis for the operating millage proposal to be submitted to the electors of the Ann Arbor Library District; and (v) provide the necessary data to enable the Board to select financing for new buildings and properties, the amount and form of such financing, and procedures for approval of proposed financing by electors, if required.
6.6.2 Executive Committee. The Executive Committee shall consist of the President, and any two Elected Officers. The Executive Committee shall:
(a) annually review all Library policies except those within the jurisdiction of the Budget and Finance Committee, and make recommendations for policy changes to the Board of Trustees. The Library Director shall bring to the Executive Committee for review any procedures or practices which affect policy;
(b) advise the Board of Trustees with respect the Library Director’s performance appraisal by collecting relevant information from the Director and Board, organizing the evaluation materials and communicating the draft evaluation document to the Board for its consideration and approval;
(c) assist in the preparation of the agenda for annual, regular, and special meetings; and
(d) perform such other tasks as the President or the Board of Trustees shall from time to time determine.
6.7 Special Committees. The Board of Trustees may from time to time appoint special committees for selected tasks and shall define the size, composition, purposes and duration of such special committees pursuant to a resolution of the Board. Special committees shall review matters within the scope of their assigned work and advise the Board of Trustees and the Library Director thereon. All special committees shall abide by the general committee procedures described in Sections 6.2 through 6.5 of these Bylaws. All special committees shall disband when they have completed the work for which they were appointed.
ARTICLE VII
LIBRARY DIRECTOR
7.1 Appointment. The Library Director shall be appointed by the Board of Trustees and shall be considered to be the executive officer of the Ann Arbor District Library.
7.2 Duties and Authority of the Library Director. The Library Director shall have sole charge of the administration of the Library under the direction and review of the Board of Trustees. The Library Director shall be responsible for the care of the building and equipment; for the employment, development and direction of the staff; for the efficiency of the Library’s service to the community; for the annual preparation of a budget proposal; for the operation of the Library under the financial conditions set forth in the budget approved by the Board; and for submission to the Board a written annual report of the Library, including the audited financial statements.
7.3 Attendance at Board Meetings. The Library Director or the Library Director’s representative shall attend all meetings of the Board of Trustees.
ARTICLE VIII
MISCELLANEOUS
8.1 Immunity. The Board of Trustees, its individual trustees, officers, agents, employees and volunteers (the “AADL Agents”) shall be immune from tort liability for injuries to persons or damages to property caused by the AADL Agents while in the course of employment or service or volunteer while acting on behalf of the Ann Arbor District Library provided that the AADL Agent is acting or reasonably believes he or she is acting within the scope of his or her authority in furtherance of the purposes of the Ann Arbor District Library and the AADL Agent’s conduct does not amount to gross negligence that is the proximate cause of the injury or damage. As used in this Section, “gross negligence” means conduct so reckless as to demonstrate a substantial lack of concern for whether an injury results.
8.2 Insurance. The Board of Trustees may purchase and maintain liability insurance to indemnify and protect the Board of Trustees and the individuals trustees, officers, committee and subcommittee members, employees, volunteers and agents of the Board of Trustees and the Ann Arbor District Library (the “AADL Agents”) against any liability asserted against the Ann Arbor District Library and the AADL Agents and incurred by such individuals in any such capacity or arising out of such status with respect to the Ann Arbor District Library, whether or not the Ann Arbor District Library would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.
8.3 Indemnification.
(a) Each person who is or was a trustee, officer, committee or subcommittee member, employee, volunteer or agent of the Board of Trustees and the Ann Arbor District Library and each person who serves or has served at the request of the Board of Trustees (the “AADL Agents”) shall be indemnified by the Ann Arbor District Library to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time for all actions taken by any AADL Agent which he or she reasonably believes to be within the scope of his or her authority, and if an employee within the scope of his or her employment, and which conduct does not amount to gross negligence that is the proximate cause of injury or damage to a person. For purposes of this Section, “gross negligence” shall have the meaning specified in Section 8.1 of these Bylaws.
(b) Whenever a claim is made or a civil action is commenced against an AADL Agent for injuries to persons or property caused by alleged negligence of the AADL Agent while in the course of that individual’s authority or, if an employee, within the scope of the employee’s employment, the Board of Trustees may pay for, engage, or furnish the services of an attorney to advise the AADL Agent as to the claim and to appear for and represent the AADL Agent in the action. The Board of Trustees may compromise, settle and pay the claim before or after the commencement of a civil action. Whenever a judgment for damages is awarded against an AADL Agent as a result of a civil action for personal injuries or property damage caused by the AADL Agent while acting within his or her authority or, if an employee, within the scope of his or her employment, the Board of Trustees may indemnify the AADL Agent or pay, settle, or compromise the judgment.
(c) Whenever a criminal action is commenced against an AADL Agent based upon his or conduct while acting within the scope of his or her authority, or if an employee, within the scope of his or her employment, if the AADL Agent had a reasonable basis for believing that he or she was acting within the scope of his or her authority at the time of the alleged conduct, the Board of Trustees may pay for, engage, or furnish the services of an attorney to advise the AADL Agent as to the action, and to appear for and represent the AADL Agent in the action.
8.4 Amendments. These Bylaws may be amended by the Board of Trustees upon a vote of two-thirds (2/3) of the Trustees voting at a meeting for which notice was duly provided and at which a quorum is present, provided that no amendment shall be adopted which is inconsistent with the Agreement or the Act. Amendments shall become effective immediately upon approval by the Board of Trustees unless the Board specifies an alternative effective date.
Approved by the Ann Arbor District Library Board of Trustees on July 18, 2016.
_______________________________________
Margaret Leary, Board Secretary
Bylaws adopted December 12, 1995 and amended effective September 14, 1998, October 19, 1998, April 16, 2001, November 19, 2007, May 15, 2010 and July 18, 2016.