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Bylaws of the Board of Trustees

Chapter: Leadership
Policy Number: 1.01
Original Effective Date: 1906
Revision History: 2/10/2010, 9/20/2017, 6/16/21

Article I: Identification

The name of this organization is the Board of Trustees of the Menomonee Falls Public Library, located in Menomonee Falls, Wisconsin, established by the Wisconsin county of Waukesha, according to the provisions of Chapter 43 of the Wisconsin Statutes, and exercising the powers and assuming the duties granted to it under said statute.

Article II: Membership

Section 1. Appointments and Terms of Office

Appointments and terms of office are as provided by the relevant subsections of Wisconsin Statutes Sections 43.54 [for municipal and joint libraries], 43.57 [for county libraries], and 43.60 [for additional appointments by the county, based on the level of county funding].

Section 2. Meeting Attendance. Members shall be expected to attend all meetings except as they are prevented by a valid reason.

Section 3. The Library Board shall consist of seven members: five members appointed by the Village President; a Village Trustee appointed by the Village President; and the Superintendent of the Menomonee Falls School District or his/her designee (ex officio). [All appointments by the Village President must be approved by the Village Board.]

Article III: Officers

Section 1. The officers shall be a President and a Secretary/Treasurer, elected from among the appointed Trustees at the July meeting of the Board. No member shall hold more than one office at a time. Vacancies in office shall be filled by vote at the next regular meeting of the Board after the vacancy occurs.

Section 2. Nominations will be made from the floor at the June meeting.

Section 3. Officers shall serve a term of one year from the meeting at which they are elected and until their successors are duly elected.

Section 4. The President shall preside at meetings of the Board, authorize calls for special meetings, appoint all committees, execute all documents authorized by the Board, serve as an ex officio voting member of all committees, and generally perform all duties associated with the office of President.

Section 5. The Secretary/Treasurer shall keep a true and accurate record of all meetings of the Board, shall issue notice of all regular and special meetings, and shall perform such other duties as are generally associated with the office of secretary. The Library Director or a member of the staff may be designated by the Board to perform any or all of the above duties. The Secretary/Treasurer shall have the Library Director or designated staff member prepare a monthly listing of bills requiring payment. In the absence of the President, the Secretary/Treasurer shall assume and perform the duties and the functions of the President.

Article IV: Meetings

Section 1. Regular Meetings. The regular meetings shall be held each month, the date and hour to be set by the Board at its July meeting.

Section 2. Agendas and Notices. Meeting agendas and notices shall indicate the time, date, and place of the meeting and indicate all subject matters intended for consideration at the meeting.

Section 3. Special Meetings. Special meetings may be called at the direction of the President, and shall be called at the written request of two members, for the transaction of business as stated in the call for the meeting. Except in cases of emergency, at least 48 hours notice shall be given.

Section 4. Quorum. A quorum for the transaction of business at any meeting shall consist of four members of the Board present in person.

Section 5. Open Meetings Law Compliance. All Board meetings and all committee meetings shall be held in compliance with Wisconsin’s open meetings law (Wis. Stats. Sections 19.81 to 19.98).

Section 6. Parliamentary Authority. The rules contained in Standard Code of Parliamentary Procedure by Alice F. Sturgis shall govern the parliamentary procedure of the meetings, in all cases in which they are not inconsistent with these bylaws and any statutes applicable to this Board.

Article V: Committees

Section 1. Standing Committees. The Budget/Personnel Committee shall be appointed by the President promptly after the July meeting and shall make recommendations to the Board as pertinent to Board meeting agenda items.

Section 2. Ad Hoc Committees. Ad hoc committees for the study of special problems shall be appointed by the President, with the approval of the Board, to serve until the final report of the work for which they were appointed has been filed. These committees may also include staff and public representatives, as well as outside experts. No committee shall have other than advisory powers.

Article VI: Duties of the Board of Trustees

Section 1. Legal responsibility for the operation of the Menomonee Falls Public Library is vested in the Board of Trustees. Subject to state and federal law, the Board has the power and duty to determine rules and regulations governing Library operations and services.

Section 2. The Board shall select, appoint, and supervise a properly certified and competent Library Director and determine the duties and compensation of all Library employees.

Section 3. The Board shall approve the budget and make sure that adequate funds are provided to finance the approved budget.

Section 4. The Board shall have exclusive control of the expenditure of all monies collected, donated or appropriated for the Library fund and shall audit and approve all Library expenditures.

Section 5. The Board shall supervise and maintain buildings and grounds, as well as regularly review various physical and building needs to see that they meet the requirements of the total Library program.

Section 6. The Board shall study and support legislation that will bring about the greatest good to the greatest number of Library users.

Section 7. The Board shall cooperate with other public officials and Boards and maintain vital public relations.

Section 8. The Board shall approve and submit the required annual report to the Division for Libraries, Technology, and Community Learning, and the Village Manager.

Article VII: Library Director

The Library Director shall be appointed by the Board of Trustees and shall be responsible to the Board. The Library Director shall be considered the executive officer of the Library, under the direction and review of the Board, and subject to the policies established by the Board. The Director shall act as technical advisor to the Board. The Director shall attend all Board meetings (but may be excused from closed sessions) and shall have no vote.

Article VIII: Conflict of Interest

Section 1. Board members may not in their private capacity negotiate, bid for, or enter into a contract with the Menomonee Falls Public Library in which they have a direct or indirect financial interest.

Section 2. A Board member shall withdraw from Board discussion, deliberation, or vote on any matter in which the Board member, an immediate family member, or an organization with which the Board member is associated has a substantial financial interest.

Section 3. A Board member may not receive anything of value that could reasonably be expected to influence his or her vote or other official action.

Article IX: General

Section 1. An affirmative vote of the majority of all members of the Board present at the time shall be necessary to approve any action before the Board. The President may vote upon and may move or second a proposal before the Board.

Section 2. Any rule or resolution of the Board, whether contained in these bylaws or otherwise, may be suspended temporarily in connection with business at hand, but such suspension, to be valid, may be taken only at a meeting at which four of the members of the Board are present and three of those present so approve.

Section 3. These bylaws may be amended at any regular meeting of the Board by majority vote of all members of the Board, provided written notice of the proposed amendment shall have been mailed to all members at least seven days prior to the meeting at which such action is proposed to be taken.