92 S. Erie St.
Mayville, NY 14757
BOARD OF TRUSTEES
I OFFICES. The principal office of the Corporation shall be in the Village of Mayville, Town of Chautauqua, County of Chautauqua and State of New York.
II. PURPOSES. The purpose of the Mayville Library is to promote lifelong learning, strengthen community connections and offer opportunities for creativity and exploration.
III. GOVERNANCE. The Corporation was formed to operate as an association library within the Village of Mayville in accordance with Article 5 of the Education Law of the State of New York consistent with the requirements of the Not-for-Profit Corporation Law of the State of New York and other applicable laws and regulations.
IV. MEMBERSHIP. Pursuant to Not-For-Profit Corporation Law 601 (a), and the Charter of the Corporation, the Corporation shall have no members. All powers of the membership in a Corporation with members shall reside in the Board of Trustees of this corporation.
V. TRUSTEES. The Board of Trustees shall consist of nine Trustees, each of whom shall be at least 18 years old. The Board shall elect three Trustees annually for a three-year term by an affirmative vote of the majority of trustees then in office and shall fill any vacancies by a like vote at any meeting of the Board. No Trustee shall be eligible for election for more than two consecutive terms. Should the occasion arise that a Trustee is elected to complete an unexpired term, such Trustee shall be eligible for election to two full consecutive terms in addition to such partial term.
Quorum of the Board: A quorum of the Board shall consist of a majority of the entire Board of Trustees. In acting upon any resolution, a majority of the whole Board shall be necessary for the purpose of passing or rejecting any resolution.
Absence: If a Trustee fails to attend three consecutive meetings without an excuse accepted as satisfactory by the Board, the Trustee shall be deemed to have resigned. Trustees shall advise the President or the Library Director in advance of unavoidable meeting absences.
Meetings: Regular meetings of the Board of Trustees shall be held monthly except July and August. Notice of the meeting shall be given by the Library Director via email with reasonable notice.
Resignation: A Trustee may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of the notice, and the acceptance of the resignation shall not be necessary to make it effective.
Removal: Any Trustee may be removed with or without cause by an affirmative vote of a majority of the Board of Trustees then in office.
Vacancies. Any vacancy in the Board of Trustees arising at any time and from any cause shall be filled by the Board of Trustees at its next meeting. A person so-elected shall complete the term of the Trustee whom he or she replaces.
Compensation. Board members shall receive no compensation for their services as such Board members.
Finance Committee: The Finance Committee of the Board shall be a permanent standing committee of the Board and shall review overall finances, establish general budget parameters, approve a detailed budget for submission to the Board of Trustees, assist the President in applications for funds from governmental and private sources, and propose and recommend to the Board other fundraising projects.
Buildings and Grounds Committee: The Buildings and Grounds Committee of the Board shall be a permanent standing committee of the Board and shall be responsible to review and recommend policies with respect to the land, building and physical plant of the Corporation.
Planning and Grants Committee: The Planning and Grants Committee of the Board shall be a permanent standing committee of the Board and shall be responsible for reviewing and recommending strategic goals of the corporation, tactics to achieve such goals, and financial resources to accomplish such goals and tactics.
Personnel Committee: The Personnel Committee of the Board shall be a permanent standing committee of the Board and shall review and recommend, in conjunction with the Library Director policies with respect to the employees of the Corporation.
Technology Committee: The Technology Committee of the Board shall be a permanent standing committee of the Board and shall review and recommend policies with respect to the use of computers, the Internet, and other electronic resources provided by the library to patrons or used by the library in its operations.
VII. OFFICERS. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer. An instrument that is required to be signed by more than one officer may be signed by the President, Vice-President or Treasurer.
Election and Term of Office
The officers of the Corporation shall be elected at the first meeting of the Board in January of each year. Each officer of the Corporation shall continue in office until his or her successor is elected or until he or she dies, is removed or resigns. The President of the Corporation may not be elected to three (3) full consecutive terms.
Any vacancy in any office arising at any time and from any cause shall be filled by the Board of Trustees at the next meeting. Each officer so elected shall hold office until his or her successor has been elected and qualified.
Any officer of the Corporation may be removed with or without cause by a vote of a majority of the Trustees then in office.
The President shall preside at all meetings of the Board of Trustees; shall serve ex-officio as a member of all committees, shall sign official documents and shall exercise such powers as are authorized in these By-laws or by the Board.
The Vice President shall have the powers and duties as may be assigned to them by the Board of Trustees. In the absence of the President, the Vice President shall in general perform the duties of the President.
The secretary shall act as secretary of all meetings of the Board of Trustees at which he or she is present, and shall keep the minutes of all such meetings and shall email the minutes of each meeting to all Board members prior to the next regularly scheduled meeting. The Secretary shall perform other duties as assigned to him or her by the Board of Trustees.
The Treasurer shall have custody of all funds and securities of the Corporation that may come into his or her hands. The Treasurer shall keep (or shall cause to be kept) complete and accurate records of the receipts and disbursements of the Corporation and he or she shall deposit (or shall cause to be deposited) all monies and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks and depositories as the Board of Trustees may designate. Whenever required by the Board of Trustees, the Treasurer shall render a statement of the Corporation’s account. Upon reasonable request, the Treasurer shall exhibit the books and accounts of the Corporation to any officer or Trustee of the Corporation. He or she shall perform all of the duties incident to office of Treasurer, subject at all times, however, to the control of the Board of Trustees. The Treasurer shall, if required by the Board of Trustees, give such security for the faithful performance of his or her duties as the Board of Trustees may require.
- Checks, Notes, Contracts. The Board of Trustees is authorized to select such banks or depositories as it shall deem to be proper for holding the funds of the Corporation. The Board of Trustees shall determine who shall be authorized to sign checks, drafts or other orders for the payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver documents and instruments on the Corporation’s behalf.
- Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal and otherwise, or in stocks, bonds or other securities, as the Board of Trustees may consider reasonable.
- Fiscal Year. The Corporation’s fiscal year for accounting purposes shall be from January 1 to December 31 of each year.
IX. LIABILITY AND INDEMNIFICATION. Nothing in these By-Laws shall constitute Trustees of the Corporation as partners for any purpose. The liability of any Trustee or Officer of the Corporation shall be limited to the minimum liability provided in applicable law, including the Not-For-Profit Corporation Law of the State of New York. The Trustees and Officers of the Corporation shall be indemnified by the Corporation from claims arising out of their acting as such Trustee or Officer of the Corporation to the maximum extent provided or allowed in applicable law, including the Not-For-Profit Corporation Law of the State of New York. The Board of Trustees of the Corporation may purchase insurance to further the purposes of this article.
X. AMENDMENTS. These By-Laws may be changed, amended or added to at any meeting of the Board of Trustees by a vote of the majority of the Trustees then in office.
XI. DISSOLUTION. The dissolution of the Corporation may be authorized by a two-thirds vote of all Trustees present and voting at a duly constituted meeting of the Trustees. Thirty (30) days notice of such proposed action shall be given to all Trustees prior to the meeting. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purpose 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.
Updated and approved on 2/15/2021