Article I: Name
The name of this organization is Raymond Village Library, located in Raymond, Maine.
Article II: Purpose
The purpose of the organization is to provide quality library services and resources in a welcoming atmosphere. This Corporation is formed as a public benefit Corporation under the Laws of the State of Maine. The Corporation shall be organized exclusively for purposes described in Sections 170 and 501(c)(3) of the Internal Revenue Code and shall have no purpose and exercise no power which would disqualify the Corporation from tax exempt charitable status under Sections 170 and 501(c)(3) of the Internal Revenue Code and shall not carry on any activity which is prohibited by Sections 170 and 501(c)(3) of the Internal Revenue Code. The specific purpose of the Corporation shall be to operate and/or support the Raymond Village Library.
Article III: Members
There shall be no members.
Article IV: Board of Trustees
Section 1. The affairs of the Corporation shall be managed by its Board of Trustees. Any adult who is interested in carrying out the purposes of the Corporation and is willing to assist in the performance of the Corporation’s mission is eligible to sit on the Board. The Board of Trustees shall consist of at least five and no more than fifteen members.
Section 2. At a Special Meeting in October 2003 of the Raymond Village Library Club, the present Executive Board, as configured, shall become the Board of Trustees of the Corporation. The terms of the Trustees shall be as follows: one one-year term; three two-year terms; and three three-year terms.
Subsequent to October 2003, Trustees shall be elected for three-year terms by the then existing Board at each Annual Meeting. With the exception of the Treasurer, Trustees shall serve no more than two consecutive three-year terms. A trustee may be re-elected to the Board after an absence of at least one year.
Section 3. In addition to the above, one ex officio Board member shall be a Selectman of the Town of Raymond, chosen by the Selectmen.
Section 4. Vacancies. A special meeting may be called at any time to fill vacancies.
Section 5. Removal. The Board of Trustees, by affirmative vote of a 2/3 majority of its members, may remove a Board member for good cause.
Article V: Duties of the Board of Trustees
Section 1. Legal responsibility for the operation of the Raymond Village 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 the exclusive control of the expenditure of all moneys collected, donated or appropriated for the library fund and shall review 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 Town of Raymond.
Section 9. The Board shall have such other duties as it may determine or as may be prescribed by applicable law from time to time.
Article VI: Elected Officers and Their Duties
Section 1. The officers of the Corporation shall normally be a President, Vice President, Secretary and Treasurer. Any Office may, however, be shared by two Trustees who will serve as co-officers. These officers shall be elected to serve one-year terms from among the Trustees at each Annual 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. The President shall have general oversight of all of the business and affairs of the Corporation, and shall preside at all meetings of the Board of Trustees.
Section 3. The Vice President shall perform the duties of the President in the latter’s absence. In the absence of both, a President pro tem shall be chosen by a majority of the Trustees present. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board.
Section 4. The Secretary shall keep a record of the meetings of the Board of Trustees and shall perform such other duties as are usually required of such an officer or as from time to time may be assigned by the President or the Board. In the absence of the Secretary, a Secretary pro-tem shall be chosen by a majority of the Trustees present.
Section 5. The Treasurer shall keep full and accurate books of account of the Corporation, shall make all disbursements as directed by the Board of Trustees, and shall perform such other duties as from time to time may be assigned by the President or the Board. The Treasurer shall make a report of the financial condition of the Corporation at all meetings of the Board of Trustees and shall prepare and file all reports required of the Corporation by the appropriate federal and state agencies. The Treasurer may be bonded in such amount as may be required by a resolution of the Board of Trustees.
Section 6. Vacancies. A special meeting may be called at any time to fill vacancies.
Section 7. Removal. The Board of Trustees, by affirmative vote of 2/3 majority of its members, may remove a Board officer for good cause.
Article VII: Library Director
The Board of Trustees hires the Library Director and delegates to him/her full professional responsibility for administering and managing the library, its policies, personnel and finances, as well as the selection of materials. The Library Director shall perform the duties normally associated with the position and shall make a report to the Annual Meeting of the Board of Trustees in such detail as they may direct.
The Director shall act as technical advisor to the Board. The Director shall attend all Board meetings but shall have no vote.
Article VIII. Committees
Section 1. Standing Committees. The Board of Trustees may create Standing Committees by an affirmative vote of the majority of the Trustees. Each Standing Committee shall consist of volunteers and a Trustee representative.
Section 2. Nominating Committee. The President shall, with the advice and consent of the Board of Trustees, appoint a Nominating Committee at least 30 days prior to the Annual Meeting, which shall present to the Board of Trustees a slate of officers and Trustees to be elected at the Annual Meeting.
Section 3. Other (ad hoc) Committees. The Board of Trustees may create other Committees or Subcommittees by an affirmative vote of the majority of the Trustees. At least on member of each Committee or Subcommittee shall be a Trustee. Any such Committee or Subcommittee may include any other person or persons with needed expertise as seems desirable to the Board of Trustees.
Section 4. Committee Records and Reports. Each Committee established in accordance with these Bylaws will keep written records of its meetings and activities, provide a copy of such records to the Secretary for inclusion in the permanent records of the Corporation, and report to the Board of Trustees as often, and in such form, as the Board may require.
Section 5. No Committee or Subcommittee shall have other than advisory powers.
Article IX: Fiscal Year
The fiscal year of the Corporation shall start July 1 and end June 30.
Article X: Meetings
Section 1. The Annual Meeting of the Corporation shall be held during the first scheduled meeting in October. Two thirds of the Trustees shall constitute a quorum for the transaction of business at the Annual Meeting. All Trustees shall be notified of the Annual Meeting by the Secretary at least seven days before the meeting.
Section 2. Special meetings of the Board of Trustees may be called by the President and shall be called by the Secretary at the request of at least three of the Trustees. The Secretary shall give at least seven days’ notice of any special meeting and state the reason for such a meeting.
Section 3. A schedule of regular meetings of the Board of Trustees shall be established by consensus following each September annual meeting and shall be publicized via local media.
Section 4. Quorum. A quorum for the transaction of business at any meeting shall consist of two thirds of the Board in attendance.
Section 7. Attendance. Attendance is defined by participation in person or via electronic access using available technology.
Section 5. Parliamentary Authority. The rules contained in 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 the Board.
Section 6. Action by Consent. Any action which may be taken at a meeting of the Trustees, or of a Committee of the Trustees, may be taken without a meeting (for example, by telephone or e-mail) if all the Trustees, or all the members of the Committee, as the case may be, provide written consents setting forth the action taken. Such consent shall be directed to the Secretary and filed with the minutes of the Trustees’ meetings, or Committee meetings, as the case may be, and shall have the same effect as a majority vote.
Article XI: Amendments
These Bylaws may be amended at any regular or special meeting of the Board of Trustees by a majority vote of those present, provided, however, that a copy of the proposed amendment and notice of such meeting shall be given in writing to each Trustee at least seven days before the meeting.
Article XII: Indemnification
The Corporation shall in all cases indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against any action, suit or proceeding and against any fees, claims, judgments or actions actually and reasonably incurred by him or her in connection with such action, suit or proceeding; except that no indemnification shall be provided for any person with respect to any matter as to which that person shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, with respect to any criminal action or proceeding, who had no reasonable cause to believe that his or her conduct was lawful or in fact believed such conduct to be unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, or with respect to any criminal action or proceeding, that such person had no reasonable cause to believe that his or her conduct was lawful or in fact believed such action to be unlawful. The foregoing rights of indemnification shall, in the case of the death or incapacity of any director, officer, or other person, ensure to the benefit of his or her heirs, estate, executors, administrators, conservators, or other legal representatives.
Article XIII: Dissolution
Upon any dissolution of the Corporation, the Board of Trustees of the Corporation shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation, exclusively for the purposes for which the Corporation was organized or to such organizations as shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or other then applicable provisions of the United States Internal Revenue Laws) as the Board shall determine.