Bylaws

ROYALTON MEMORIAL LIBRARY ASSOCIATION, INC.

BYLAWS, REVISION October 2021

Name

  1. The name of the organization shall be THE ROYALTON
    MEMORIAL LIBRARY ASSOCIATION, INC. in accordance with its
    charter of incorporation.
    Purpose
  2. The purpose of the Royalton Memorial Library is to serve the town
    of Royalton with free library facilities and the services that a library
    provides. The Royalton Memorial Library seeks to foster awareness and use
    of its services and resources by the community. It will gather, preserve and
    make freely available to all members of the community the information that
    will assist them to:

• Become more capable in their daily occupations
• Keep pace with progress in all fields of knowledge
• Become better members of home and community
• Enhance their enjoyment of leisure time
• Develop their creative and spiritual capacities
• Promote personal and social well being
• Contribute to the growth of knowledge
The Royalton Memorial Library seeks to identify the needs in
Royalton for library service and to provide these services for patrons or to
cooperate with other local or state organizations in meeting these needs.
Fiscal Year

  1. Non-profit operation: The Association will operate on a non-profit
    basis, exclusively for charitable and educational purposes within the
    meaning of section 501 (c) (3) of the Internal Revenue Code. No part of the
    net earnings or assets of the Association shall inure to the benefit of or be
    distributable to its trustees, officers or private persons; except that the
    Association may pay reasonable compensation for services rendered and
    may make distributions in furtherance of its purpose.
  2. Fiscal year: The fiscal year of the Association shall begin on the
    first day of July each year and end on the last day of June of the following
    year.

Board of Trustees

  1. General Powers: The Board of Trustees will manage the business
    and affairs of the Association. The Board of Trustees shall exercise the
    authority of the Association, be its policy making body and conduct all
    business of the Association. The duties of the trustees shall include, but not
    be limited to, engaging the director, evaluating the director’s annual
    performance, setting policy, overseeing the operations and finances of the
    Association and assuring that the purposes of the Association are properly
    carried out.
  2. Trustees: The Board shall determine the number of trustees,
    provided that the number shall be at least five and not more than seven. The
    Town of Royalton shall elect two trustees with alternating terms. The elected
    members on the board shall be able to appoint up to five additional trustees
    on a year by year basis after a Board interview.
  3. Tenure of Trustees:
    (a.) Terms of office of elected trustees shall be for a period
    of two years. No elected trustee may serve for more than eight consecutive
    full terms.

(b.) The appointed trustees shall serve for a one-year

appointment, to be voted on at the Annual Meeting by the elected trustees.
No appointed trustee may serve for more than sixteen consecutive years. A
trustee may be appointed at any time during the year to serve until the next
annual Royalton Memorial Library Association Meeting, at which time they
will be up for re-appointment.

(c.) Unless they sooner resign or are removed, all
trustees shall serve for their specified terms or until election of their
successors.

  1. Vacancies: Any vacancy among elected trustees occurring before
    the expiration of a trustee’s term of office shall be filled by appointment of
    the Board to fill out the year until the next Town Meeting.
  2. Standards of conduct: Trustees are responsible at all times for
    discharging their duties in good faith, in a manner that they reasonably
    believe to be in the best interests of the Association and with the care that an
    ordinarily prudent person in a like position would use under similar
    circumstances.

  1. Conflicts of interest: Trustees shall be under an affirmative
    obligation to disclose their actual or potential conflicts of interest in any
    matter under consideration by the Board. Trustees having such a conflict of
    interest shall be excluded from the discussion and decision of such matter.
  2. Termination: The term of office of a trustee may be terminated
    prior to its expiration in any of the following ways:

(a) Voluntarily by a trustee upon notice to the Board
(b) By vote of two thirds of trustees then in office
(c) Failure to attend 50% of warned meetings in a calendar year
and/or six consecutive meetings.
Officers

  1. The officers of this Association shall be a president, vice-president,
    secretary and treasurer.
  2. Duties of Officers:
    (a) The president shall preside at all meetings of the Association and
    shall with the secretary, execute all legal papers for the Association and
    perform all other duties pertaining to that office.
    (b) The vice-president shall perform duties of the president whenever
    the president shall be absent or disqualified. The vice-president shall
    perform such other duties and have such other powers as the Board from
    time to time may prescribe.
    (c) The secretary shall keep all records of the Association, shall give
    notice of all meetings, shall attend to the correspondence of the Association
    and shall perform all other duties assigned to the secretary by the Board. In
    the case of the absence of both the president and vice-president, the secretary
    shall act as the president.
    (d) The treasurer shall have charge of all monies of the Association.
    All normal budgeted expenses, including salaries of the librarian, assistant
    librarian and paid staff shall be approved by the Board and executed by the
    treasurer. The treasurer shall oversee the maintenance of financial records,
    control of receipts, disbursements, filing of required reports and returns and
    shall submit a written financial report to the annual meeting and to the Board
    as requested. The treasurer shall be bonded and the Association shall pay the
    cost of that bond. In the event that there is no person holding the office of
    treasurer the president will designate the responsibility at his or her
    discretion. The person delegated will be bonded.

Meetings of the Board

  1. Meetings:
    (a) The Board shall notice and convene four quarterly

meetings, one of which shall be noticed and convened as the annual meeting.
All meetings shall be noticed in writing by the secretary and will be sent to
all trustees no later than 10 days before the date of the next meeting. Special
meetings may be called at any time by the direction of any three members of
the Board.

(b) The annual Trustees meeting is to be held within one month

after the annual Royalton Town meeting.

(c) Meetings shall be conducted in accordance with generally

accepted rules of parliamentary procedure.

  1. Quorum: At all regular or special meetings of the Association the
    presence of one-half of those trustees currently in office shall constitute a
    quorum. Except for termination, amendments to the Bylaws and dissolution,
    as specified elsewhere in these bylaws, the act of a majority of the trustees
    present at any meeting at which there is a quorum shall be the act of the
    Board of Trustees.
  2. Open meetings: Meetings of the Board shall be open to all
    members of the public, except that a person may be excluded for disruptive
    conduct. The Board reserves the right to close a portion of any meeting
    dealing with issues of a particularly sensitive nature, such as personnel, real
    estate and legal matters.
    Policies
  3. The Board will determine and adopt written policies to govern the
    operation and program of the library. These policies will be reviewed at a
    minimum of every three years and more often as deemed necessary.
    Amendments
  4. The bylaws may be amended, altered or repealed and new bylaws
    may be adopted by a vote of at least five members. This may occur at any
    regular meeting, provided that full text of the proposed amendment is
    included with the appropriate notice of said meeting to each Board member.
    Gifts
  5. The Board may accept on behalf of the Association any
    contribution, gift, bequest or devise for the general purpose or any special
    purpose of the corporation.

Indemnification

  1. Rights: The Association shall, subject to the limitations in the
    following section, indemnify its current and former trustees and officers
    against all liabilities and expenses to which they may actually and
    reasonably become subject by reason of their position within the Association
    or their service on its behalf to the fullest extent permitted by law.
  2. Limitations: No indemnification shall be made unless the person to
    be indemnified is successful on the merits in defense of the action or is
    determined by the Board to have met the applicable standards of conduct in
    the manner required by law. Indemnification payments and advances of
    expenses shall be made only in such increments and at such times as will not
    jeopardize the ability of the Association to pay its other obligations as they
    become due.
    Severability
  3. In the event that any provision of these bylaws is determined to be
    invalid or unenforceable under any statute or rule of law, then such
    provisions shall be deemed inoperative to such extent and shall be deemed
    modified to conform with such statue or rule of law without affecting the
    validity of any other provision of the bylaws.
    Dissolution
  4. A two-thirds vote of the Board of Trustees shall be required to
    dissolve the Association. Upon dissolution, the Association’s assets
    remaining after payment of or provision for its debts and liabilities shall,
    consistent with the purposes of the Association, be distributed to another
    organization exempt under the provisions of Section 501 (c)(3) of the U.S.
    Internal Revenue Code or corresponding provisions of subsequently enacted
    federal law, to be used for a public purpose consistent with the purposes of
    the Association.

    The Bylaws reviewed & approved on October 5, 2021