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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, 3/15/23

Article I: Identification

The name of this organization is the Menomonee Falls Public Library, hereinafter referred to as the “Library.” The Library is located in Menomonee Falls, Wisconsin, established by the County of Waukesha. The mission of the Library shall be to enrich our community by providing a welcoming and dynamic environment where all can explore, learn, grow and connect.

Article II: Governance

Section 1. General Management

The general management, regulation, and control of the Library shall be vested in the Board of Trustees, hereafter referred to as the “Board,” constituted under Chapter 43 of the Wisconsin State Statutes.

Section 2. Board Makeup

The Library Board shall consist of seven members: five at-large members appointed by the Village President with the approval of the Village Board per Wisconsin State Statute 43.54(1)(a); a Village Trustee appointed by the Village President governed by Village of Menomonee Falls Municipal Code Sec. 2-242; and the Superintendent of the School District of Menomonee Falls or their representative per Wisconsin State Statute 43.54(1)(c), hereafter referred to as “Trustees.”

Section 3. Board Appointments

At-large Trustees shall be appointed and serve three year terms as defined in Wisconsin State Statute 43.54 (1)(b) and are eligible for reappointment. Each shall serve until a replacement is named. In the event of a vacancy, the Library Board President shall make a written request to the Village President that a suitable replacement be made to complete the vacant term. Trustees may be permitted to serve after their term ends to allow for transitional periods.

Section 4. Board Duties

The Board shall exercise and assume the duties granted to it under Chapter 43 of the Wisconsin State Statutes.

Section 5. Meeting Attendance

Trustees shall be expected to attend all meetings except as they are prevented by a valid reason.

Section 6. Trustee Compensation

All Trustees shall serve without pay but may be reimbursed for any and all reasonable expenses incurred in the interest of the Library, when so authorized by the Board.

Article III: Officers

Section 1. Officers

The officers shall be a President and a Secretary/Treasurer, elected from among the at-large Trustees appointed at the July meeting of the Board. No Trustee 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. Officer Nominations

Nominations will be made from the floor at the June meeting. Additional candidates may be nominated at the July meeting.

Section 3. Officer Terms

Officers shall serve a term of one year from the meeting at which they are elected and until their successors are duly elected. An officer who is elected after the July meeting shall serve until the next July meeting or until their successor is duly elected.

Section 4. President

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. The President may vote upon and may move or second a proposal before the Board.

Section 5. Secretary/Treasurer

The Secretary/Treasurer shall keep true and accurate minutes 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 Secretary/Treasurer shall review and report to the Board for the current period the Library’s status with respect to operating budget accounts payables and receivables. In addition, the Secretary/Treasurer will periodically review and report to the Board on the capital budget revenue and expense status. The Library Director or a member of the staff may be designated by the Board to perform any or all of the above duties. In the absence of the President, the Secretary/Treasurer shall assume and perform the duties and 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. Special Meetings

Special meetings may be called at the direction of the President or called at the written request of two Trustees, 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, in no case may less than eight hours’ notice be given.

Section 3. 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 4. Quorum

A quorum for the transaction of business at any meeting shall consist of a majority of filled seats on the Board present in person or by means of a conference telephone or other electronic communications arrangements which enables all persons participating in the meeting to communicate with each other. An affirmative vote of the simple majority of all Trustees present at the time shall be necessary to approve any action before the Board.

Section 5. Open Meetings Law Compliance

All Board meetings and all committee meetings shall be held in compliance with Wisconsin’s Open Meetings Law (Wisconsin State Statutes 19.81 to 19.98).

Section 6. Parliamentary Authority

The rules contained in Standard Code of Parliamentary Procedure by Robert’s Rules of Order (latest revised edition) 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 standing committees, if any, 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 projects or issues 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.

Section 3: Advisory Powers

No committee shall have other than advisory powers.

Article VI: Duties of the Board of Trustees

Section 1. Powers and Duties

Legal responsibility for the operation of the Menomonee Falls Public Library is vested in the Board. 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. Library Director

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. Budget

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

Section 4. Expenditures

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. Buildings and Grounds

The Board shall, in partnership with the Village of Menomonee Falls, ensure buildings and grounds are maintained and regularly review various physical and building needs to see that they meet the requirements of the total Library program.

Section 6. Legislation and Practices

The Trustees and Board shall study and support legislation that will bring about the greatest good to the greatest number of Library users. The Trustees and Board look to the American Library Association for guidance and standards of library and information services and the profession of librarianship in order to enhance learning and ensure access to information for all. The Trustees and Board uphold Wisconsin Department of Public Instruction’s Inclusive Services Statement.

Section 7. Public Relations

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

Section 8. Annual Report

The Board shall approve and submit the required annual report to the Department of Public Instruction and the Village Manager.

Article VII: Library Director

The Library Director shall be appointed by the Board 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 be responsible for the operation of the library, its facilities, equipment, staffing, and collection, and for its financial operation with the limitations of the budgeted appropriation, for the efficiency of Library service to the public. The Director shall attend all Board meetings except as they are prevented by valid reason (but may be excused from closed sessions) and shall have no vote.

Article VIII: Conflict of Interest

Section 1. Contracts

Trustees 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. Conflicts of Interest

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

Section 3 Gift Acceptance

A Trustee may not receive anything of value that could reasonably be expected to influence their vote or other official action.

Article IX: General

Section 1. Amendments

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