SECTION 3

ARTICLE I - THE NORWALK PUBLIC LIBRARY BOARD

3.1.1 - PURPOSE:

The purpose of this Board shall be to govern public library service for the City of Norwalk.

31.2 - CREATION:

The organization, called The Norwalk Public Library Board, exists by virtue of the provisions of the Connecticut General Statutes Sec. 11-33, the City of Norwalk Code, Chapter 87 (see appendix), and exercising the power and authority and assuming the responsibilities delegated to it under said statutes.

The Board was organized and shall continue as not-for-profit and shall not carry on any activities not permitted by a Board exempt from Federal Income Tax and by a Board which receives contributions that are tax-deductible under the Internal Revenue Code.

3.1.3 - MEMBERSHIP:

The Norwalk Public Library Board shall consist of nine (9) members, appointed for a term of three years in accordance with Chapters 87-1, 87-2 of the City of Norwalk Code (see appendix).

3.1.4 - MEETINGS:

Regular meetings shall be held on the second Thursday of each month unless otherwise voted by the Board.

The regular meeting in June shall be known as the Annual Meeting and shall include the election of officers whose term may have expired and - or where a vacancy exists, and hear annual reports and conduct regular business.

Special meetings of the Board shall be called by the President or by a majority of the Board membership for the purpose of conducting specific business as stated in the call for the meeting. Notice of all meetings of the Board shall be transmitted to the Board Members at least twenty-for (24) hours prior to such meetings.

SECTION 3 / ARTICLE II - OFFICERS OF THE BOARD

3.2.1 - CONSTITUENCY:

The officers of the Norwalk Public Library Board shall be:

President; Vice President; Secretary; Treasurer: and Immediate Past President.

The Officers of the Board will constitute the Executive Committee with the President as Chair.

3.2.2 - TERM OF OFFICE:

Duly elected officers, whose willingness to accept and serve in the position prior to nomination, shall serve a term of two calendar years or until their successors have been chosen. Serving officers, at the end of their term, are eligible for re-nomination.

3.2.3 - VACANCIES:

Vacancies shall be filled by the President subject to a majority vote of the Board at any regular or special meeting where this purpose is made an agenda item. The term of officers elected to fill vacancies shall be until the next Annual Meeting.

3.2.4 - DUTIES OF OFFICERS:

The President shall preside over all meetings of the Board; shall report to the Board the status of the Board; shall represent the Board in the community; shall be an ex-officio member of all committees unless otherwise appointed as voting member or President of certain committees; shall execute, on behalf or the Board, all duly approved legal instruments; shall be the Board liaison to the Library Director.

The Vice President shall assist the President and assume the duties of that office in the absence of the President as called for.

The Secretary shall arrange to have the minutes of all meetings kept and transcribed, shall collect and maintain the reports of all officers and committees; shall arrange to notify Board Members of meetings and handle Board correspondence as may be required.

The Treasurer shall, with the Library Director, prepare monthly financial reports, chair the Finance Committee, and assist in financial negotiations.

3.2.5 - QUORUM TO ELECT:

Five members of those Board Members present at any duly called meeting shall constitute a quorum. Election shall be by ballot -- a voice vote shall be in order for the election of any officer when there is only one nominee for the position.

SECTION 3/ ARTICLE Ill - BOARD

3.3.1 - COMPOSITION:

Chapters 87-1 and 87-2 of the City of Norwalk Code prevails, with recommendation to the appointing bodies to assure the candidates be fully apprised of their responsibilities as outlined herein.

An appointed Board Member must remain in good standing, throughout his or her tenure as outlined.

3.3.2 - DUTIES:

The Board shall set policy for the Board; shall, in liaison with the Library Director set organizational goals; shall adopt the budget: shall actively participate in all special fund raising activities; shall Chair and/or participate as a member of committees as appointed; shall represent the Norwalk Public Library in the community.

3.3.3 - QUORUM:

A simple majority of the Board shall constitute a quorum at any duly called meeting.

3.3.4 - MEETINGS:

The Board shall meet on a regular basis, but not fewer than ten (10) times each year.

Board Members are expected to attend all Board meetings and actively participate in the work of at least one committee. Should a Board Member fail to attend two consecutive meetings of the Board without notification said Board Member will be considered as having resigned. Notification to that effect will be tendered by the Secretary.

SECTION 3 / ARTICLE IV - COMMITTEES:

3.4.1 - APPOINTMENT:

The President shall appoint all Committee chairpersons, from the Board as required, subject to confirmation by the Board.

3.4.2 - STANDING COMMITTEES:

The following Committees, with attendant responsibilities as outlined and as may be amended within the Board Manual, shall be in full force and effect throughout the life of the Board:

Executive Committee;

Finance - Long Range Planning Committee;

Advertising - Public Relations Committee;

Special Needs Committee;

Friends of the Library Liaison Committee;

Nominating Committee.

3.4.3 - AD HOC COMMITTEES

From time to time, as needed, and for as long as required, a Chair for special purpose Committees may/shall be appointed by the President according to the needs of the Board.

3.4.4- STRUCTURE:

The Committee Chairperson shall invite an adequate number of people to serve on the Committee. As may be required, and with the approval of the Board, non-Board members may be utilized in support and/or advisory capacities.

3.4.5 - REPORTING:

Each Committee Chairperson reports through the President to the Board regularly as the work of the Committee requires or by special request by the President. Minimally, each Committee Chair must file an Annual Report for presentation at each Annual Meeting.

SECTION 3 / ARTICLE V - ADMINISTRATION:

3.5.1 - LIBRARY DIRECTOR:

The Library Director shall administer the activities of the Norwalk Public Library as assigned and outlined in his/her Job Description enabled by the City of Norwalk.

The Library Director shall report and be accountable to the Board through the President of the Board.

3.5.2- STAFF:

Staff functions, as required and approved by budgetary commitment, shall be hired to fulfill the administrative necessities of the Library.

The staff, with positions and responsibilities as defined in their job descriptions, shall report to the Library Director.

SECTION 3/ ARTICLE VI - MISCELLANEOUS:

3.6.1 - FISCAL YEAR:

The fiscal year of the Board shall be July 1^st through June 30^th of each calendar year.

3.6.2 - AUDITS:

A Certified Public Accountant shall annually review and audit the books of the Board and the findings shall be made available to the Board.

3.6.3 - CORPORATE PROPERTIES:

The Board shall plan for and evaluate the utilization of present and future corporate properties.

3.6.4 - PARLIAMENTARY PROCEDURE:

Parliamentary authority at meetings shall be based on “Roberts Rules of Order Revised” in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

The Norwalk Public Library Board of Trustees Board Manual shall be used as an extension of the By-Laws and guide the responsibilities of the Board constituency.

Changes, additions, deletions to the Board Manual shall be recommended as required and adopted by a two-thirds vote of the majority of the Board present at any meeting called where an agenda item for that purpose exists.

Amendments to the By-Laws of The Norwalk Public Library Board, may be adopted the affirmative votes of six (6) members of the Board provided written notice of the proposed amendment(s) shall have been delivered to all members at least five (5) days prior to the meeting at which such action is proposed to be taken.

It has always been the policy of the City of Norwalk to comply not only with the letter of the Freedom of Information Act, but also with its spirit and intent. The Freedom of Information Act defines a “meeting” of a public agency as “any hearing or other proceeding of a public agency, any convening or assembly of a quorum of a multimember public agency, and any communication by or to a quorum of a multimember public agency...” Thus, a distinction is made between a public “proceeding” and the convening of a quorum. Both may constitute a ‘meeting” of that agency. Accordingly, when any public agency, commission, board, committee, etc. of the City of Norwalk authorizes either expressly or by implication a group of its members to meet and discuss a subject that would ordinarily be discussed by the agency as a whole, such a meeting of those members for that purpose would constitute a “proceeding” that is governed by the terms of the Freedom Of Information Act. It continues to be the policy of the City of Norwalk that the meetings of any subcommittees of any of the City’s boards, agencies, committees or commissions, etc. shall be subject to and governed by the provisions of the Freedom of Information Act. Therefore the Norwalk Public Library Board will conduct its activities accordingly.