BY- LAWS OF THE BRIDGTON PUBLIC LIBRARY
[Approved September 17, 2013]
Article I: Name and Location
The name of the Corporation is the Bridgton Public Library, and its permanent location shall be at Bridgton, County of Cumberland, State of Maine. It is a non-profit organization under the laws of the State of Maine and a charitable, publicly supported, exempt organization under Section 501C (3) of the Internal Revenue Code.
Article II: Function
The function of the Bridgton Public Library is to render the best service possible through its facilities to all residents and property taxpayers of the Town of Bridgton. Each citizen is entitled to all library privileges as long as he/she observes the rules and regulations of the library.
Non-residents may be granted library privileges on terms established in Library policy approved by the Board of Trustees.
The Bridgton Public Library shall abide by all provisions of 501(c)(3) of the Internal Revenue Code, section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III: The Corporation
Membership in the Corporation shall be unlimited and is open to all residents and all non-resident taxpayers in the Town of Bridgton. Members of the Board of Trustees shall be qualified members of the Corporation.
Seven members of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Corporation.
The officers of the Corporation (President, Vice-President, Secretary and Treasurer) shall be the same as the officers of the Board of Trustees. The officers will be elected at the Annual meeting of the Board of Trustees.
The members of the Corporation shall hold a meeting annually with the date, hour, and place determined by the Board. The purpose of the meeting shall be to elect five Trustees for a three year term and/or to elect other Trustees as appropriate, to receive annual reports, to adopt By-Law changes and to transact any other business needed for the members of the Corporation.
Notice of the Annual Meeting of the Corporation shall be posted in the Library and in “The Bridgton News” at least seven days before the date of the meeting.
An emergency or special meeting of the Corporation may be called by the President, and must be called by the Secretary, upon written request of any two members of the Board. In case of emergency, the Executive Committee (the four Officers, plus one appointed Trustee) has the authority to act on behalf of the Board.
- At any meeting of the Corporation, each member shall vote in person or via audio/videoconference and have one vote on a motion or question.
Article IV: Board of Trustees
The primary responsibility of the Board of Trustees shall be to establish policy that governs the operation of the Library. The Board shall be responsible for employing a qualified Library Director, for providing sufficient funding to operate the library and for overseeing the general operation of the library. The business and affairs of the Corporation of the Bridgton Public Library shall be managed and controlled by the Board of Trustees, whose members shall be residents or non-resident taxpayers of the Town of Bridgton.
The Board shall consist of 15 trustees. The Library Director may not serve as a trustee, but should attend Board meetings to report on library operations. Five Trustees shall be elected for a term of three years at the Annual meeting of the Corporation. A Trustee may resign at any time. A Trustee vacancy can be filled at any time during the year by a vote of the Board from a recommendation by the Governance Committee.
A Trustee who misses three consecutive meetings, without explanation, shall be presumed to have resigned and shall be contacted by the President concerning his/her intentions about continuing on the Board.
Article V: Duties of Officers
The President shall be the chief officer of the Board of Trustees and the Corporation and shall preside at all meetings. He/she shall appoint all committees and will be an ex-officio member of all Standing Committees. The Past President, if not otherwise continuing as a Trustee, may serve on the Board in an advisory capacity, at the wish of the current President, for one year.
The Vice President of the Board of Trustees and Corporation shall assist the President and in the absence or disability of the President perform the duties of the President.
The Secretary of the Board of Trustees and the Corporation shall keep accurate minutes of all proceedings, shall issue all notices of meetings, shall affix the seal to all contracts and all other legal instruments requiring the seal, and shall perform such other duties as are generally associated with that office.
- The Treasurer shall be responsible for: the collection and proper expenditure of all funds subject to the direction of the Board, and shall cause all funds to be deposited in suitable depositories as designated by the Board. The Treasurer shall furnish to the Board of Directors a monthly statement of the financial condition of the Corporation, and shall perform such other duties as these by-laws may require or the Board of Directors may prescribe. Contingent upon a Corporate Resolution naming specific individuals and approved by the Board of Trustees, the library Director, President and Treasurer shall have check signing authority. Any check written in an amount in excess of $1000 must be signed by the President or Treasurer. A Certified Public Accountant shall be engaged to review the Treasurer’s accounts and reports and shall render a financial report to the Trustees annually.
Article VI: Meetings of the Board of Trustees
The Board of Trustees shall hold regular monthly meetings to conduct the business at hand, with the date, hour, and place to be determined by the President. The meetings shall be conducted according to Robert’s Rules of Order Newly Revised. Notice shall be given to all Trustees at least five days prior to the date of the meeting.
An emergency meeting of the Board of Trustees may be called by the President. Upon written request of any two members of the Board an emergency meeting must be called by the Secretary. In case of emergency, the Executive Committee has the authority to act on behalf of the Board.
The Board of Trustees shall hold an Annual meeting concurrent with the Annual meeting of the Corporation to appoint Committees for the year and to elect officers of the Board of Trustees and Corporation, as presented to the Board by the Governance Committee and approved at its monthly meeting prior to the annual meeting.
One more than one half of the current membership of the Board, either in person or via audio/videoconference shall constitute a quorum for the transaction of business at any regular meeting or special meeting. While proxy voting is not permitted for motions initiated during meetings of the Board, e-mail votes may be requested by the President for urgent issues raised at other times.
Article VII: Committees of the Board of Trustees
The Executive Committee shall consist of the officers of the Board plus one other Trustee appointed by the President.
The Budget and Finance Committee members are appointed by the President. The Budget and Finance Committee must include the Treasurer and the President, and shall be responsible for overseeing the financial operations of the Library. The Committee is responsible for implementation of the Investment Policy and Guidelines for the Endowment Fund of the Bridgton Public Library.
The Development Committee members are appointed by the President. It shall be responsible for raising public awareness and support for the library and for organizing and directing the Annual Campaign.
The Buildings and Grounds Committee members are appointed by the President. It shall oversee repairs and maintenance of the Library’s buildings and grounds.
The Personnel Committee shall consist of the Library Director and three Trustees appointed by the President. It shall be responsible for reviewing the annual evaluations of the staff, conducting a yearly performance review of the Library Director and making recommendations for Board action regarding promotions and compensation in accord with the current Personnel Policy.
The Governance Committee shall consist of two Board members appointed by the President, the President and, at the pleasure of the current President, the immediate Past President. The Governance Committee shall be responsible for nominations to the Board for new and continuing Trustees and for officers, by-law review, Board education, and self evaluation of Board performance.
The functions of all committees are to be considered as advisory to the Trustees. Committees are authorized to take prompt action when such is considered to be necessary in the best interest of the library. Ad Hoc Committees shall be appointed as needed.
Article VIII: Friends of the Bridgton Public Library
The Friends of the Bridgton Public Library shall be an associate organization whose purpose shall be to support the Bridgton Public Library.
To ensure collaboration and strengthen communication, at least one Trustee will attend Friends meetings and the Friends will be represented at the Board of Trustees meetings by their President or another appointed representative.
All actions by the Friends will be in accord with the policies of the Board of Trustees.
The Friends will submit a fiscal year financial report annually in July, to the Trustees.
Article IX: Amendments
These By-laws may be amended, added to, or generally revised, at any Annual Meeting or special meeting of the Corporation, provided notice of the proposed changes be posted in the Library at least seven days before the date of the meeting.
Article X: Fiscal Year
The fiscal year of the Bridgton Public Library shall begin July 1 and end June 30.
Article XI: Indemnification
The corporation shall indemnify each director and officer (The Library Director is considered to be an ex-officio member of the Board.) against all judgments, fines, settlement payments and expenses, including reasonable attorneys’ fees, paid or incurred in connection with any claim, action, suit or proceeding, civil or criminal, to which he may be made a part or with which he/she may be threatened by reason of his being or having been a director or officer of the corporation, or, at its request, a director, officer, shareholder or member of any other corporation, firm or association of which the corporation is a shareholder or creditor and by which he is not so indemnified, or by reason of any action or omission by him in such capacity, whether or not he continues to be a director or officer at the time of incurring such expenses or at the time the indemnification is made. No indemnification shall be made hereunder:
with respect to payments and expenses incurred in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding not have acted in good faith and in the reasonable belief that his action was in the best interests of the corporation, or with respect to actions by or in the right of the corporation otherwise prohibited by law.
The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may otherwise be entitled and shall inure to the benefit of the executor or administrator of such director or officer.
Article XII Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
By-laws originally adopted February 3, 1954
As amended –
February 2, 1955
February 1, 1961
February 24, 1976
February 13, 1990 (with Amendment to Articles of Incorporation
February 8, 2001
February 14, 2002
February 13, 2003 (Article X)
May 2004 (Article XI)
November 20, 2007
September 20, 2011
September 17, 2013