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Bylaws


Library Trustees Association of New York State
By-Laws


Article I
Name and Purpose

Sec.1.    The name of the corporation shall be Library Trustees Association of New York State (hereinafter, “LTA”).

Sec.2.    The purpose of the Library Trustees Association of New York State is to educate, represent and advocate for library trustees in the State of New York.


Article II
Membership

Sec.1.    There shall be three classes of membership: local library boards, library system boards and individuals. Trustees serving on library boards (local or system) automatically become members when their board joins LTA. A retired trustee or an active trustee whose local or system board is not an LTA member is eligible for individual membership.

Sec. 2    The dues structure shall be set by the LTA board and will be presented to the membership at the Annual Meeting. It shall be published and become effective on January first of the following year.


Article III
Meetings of Members

Sec. 1    General meetings of the membership may be called at the discretion of the LTA Board of Directors. The membership may transact such business as comes before it at meetings so called.

Boards of Trustees of one-third of the member boards of the LTA may, by petition, require the LTA Board of Directors to hold a general meeting of membership within 60 days after the valid petition is delivered to the LTA President or Secretary.

Sec. 2    The Annual Meeting of the membership will take place at a time and location to be determined by the board with the intention of maximizing the participation of the membership. Notice of this meeting shall be given as in Section 1 above.

Sec. 3    At the Annual Meeting of the membership, a quorum shall consist of those members present.

Sec. 4     An organizational meeting of the LTA Board of Directors shall be held annually immediately following the Annual Meeting of the membership.
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Article IV
Directors

Sec. 1    The corporate powers of the LTA shall be vested in a Board of Directors, each elected to a three-year term. Service shall be limited to three, three-year terms. The term of all Directors is from Annual Meeting to Annual Meeting. A nominee must be a trustee of a member library board at the time of election or appointment. There may be no more than one (1) Director from any given library system.

Sec. 2    Nominations to a term on the LTA Board of Directors shall be referred to the Nominating Committee. The Nominating Committee shall make recommendation(s) to the Board of Directors at any regular Board of Directors meeting, and such vacancy/ vacancies may be filled by a majority vote of those Board members present.

    A Director elected to fill a vacancy caused by the resignation, death, or removal of a Director shall serve the balance of the term of the Director whom they have been elected to replace.

Sec. 3    Any Director may resign by written notice to the President of the Board, or may be removed for cause by a vote of two-thirds of the Directors.

Sec. 4    Directors shall serve without compensation, and no Director shall directly or indirectly receive any profit from his/her position as such. Reasonable expenses incurred by Directors in the performance of their duties may be reimbursed when approved by the President or by the Board of Directors.

Sec. 5    If any Director shall fail to attend three consecutive meetings without notification, whereby such notification shall be considered an acceptable excuse, that Director shall be deemed to have resigned. The Board has the authority to reinstate said Director upon acceptance of justification for such absences.

Sec. 6    The Directors will appoint legal counsel as needed and compensation will be from LTA funds.



Article V
Meetings of Directors

Sec. 1    Meetings of the Board of Directors shall be held a minimum of four (4) times each calendar year. Board meetings shall be open to the public.

Sec. 2    All meetings shall be open to the membership with the exception of executive sessions.

Sec. 3    Notice of the Annual or of any special meeting of the Board of Directors shall be given in writing by the Secretary not less than ten (10) days before the time fixed for the special meeting, and not less than twenty (20) days before the Annual Meeting, to the last known address of each Director. In accordance with Article IV, Section 2, paragraph 2 of these by-laws, when a Director appointed to fill a vacancy cannot be so notified, this shall be an allowable exception.

Sec. 4    At any meeting of the Board of Directors, those Directors present shall constitute a quorum necessary for the transaction of business, provided a minimum of five (5) Directors are present. An affirmative vote equal to a simple majority of the quorum shall be required to carry a motion. At all meetings of the Board, each Director present shall have one vote. In accordance with New York State Laws, there shall be no voting by proxy.

Sec. 5    A motion under consideration is defeated should there be a tie vote on such motion.

Sec. 6    The order of business for all regular meetings of the Board of Directors shall be as follows:
        Call to Order
        Public Comment
        Approval of Minutes of the previous Board of Directors meeting
        Guest Introductions and Reports
        Treasurer’s Report
    .    President’s Report
        Committee Reports
        Old Business
        New Business
        Discussion items
        Executive Session
        Adjournment

Sec. 7    Special meetings shall be for the transaction of only such business as is stated in the notice of the meeting.

Sec. 8    The order of business for the Annual Meeting shall be as follows:
        Call to Order
        Public Comment
        President’s Report
        Approval of Minutes from last Annual Meeting
        Treasurer’s Report
    .    Old Business
        Elections
        New Business
        Adjournment

Sec. 9    The latest edition of Robert's Rules of Order shall be used as a guide for the transaction of business provided there is no conflict with the Laws of the State of New York, the LTA Charter, the provisions of these By-Laws, or with any resolutions adopted by the LTA Board of Directors. The President shall appoint a parliamentarian.


Article VI
Officers

Sec. 1    The officers of the LTA shall be a President, a Vice President, a Secretary and a Treasurer. All shall be elected annually by the Board of Directors. The number of one-year terms of office in any given office shall not be restricted. All Officers shall be members of the Board of Directors.
    
    The Nominating Committee shall circulate to the Board of Directors the names and addresses of each Director who has expressed interest in an officer’s position at least 30 days before the Board holds its annual elections. Nominations from the floor are permitted immediately prior to the election of officers.
    
    All officers of the LTA shall be elected at the Annual Meeting and their terms of office shall begin immediately following the conclusion of this meeting and shall terminate at the finish of the Annual Meeting of the following year.

Sec. 2    All officers shall hold office at the pleasure of the Board or, until qualified successors have been elected or appointed.

Sec. 3    The President shall be the Chief Executive Officer of the LTA and shall preside at all meetings.

Sec. 4    In the absence or disability of the President, the Vice-President shall preside. In the absence or disability of both the President and Vice President, the President may appoint at Chairman pro tempore to moderate a meeting.

Sec. 5    The Secretary shall be responsible to confirm by signature, notices of all elections, and shall perform such duties that may be delegated to this officer by the Board of Directors.

Sec. 6    The Treasurer shall, with the assistance of the LTA Manager, present financial reports, review fiscal policies, procedures and expenditures and perform such other duties as may be delegated by the Board of Directors.

At the Organizational Meeting of the Board, the Treasurer shall be confirmed to sign all checks and other necessary financial documents for the function of the LTA. The signatures of the President and the Vice-President shall be on file at the LTA’s bank or other financial institution whereby any one of these three signatures shall be valid should the Treasurer be unable to perform his/her duties.


Article VII
Executive Committee

Sec. 1    The Executive Committee shall consist of the President, the Vice-President, the Secretary and the Treasurer. This four-member Executive Committee shall exercise such duties as the Board of Directors may assign. The Executive Committee shall have the authority to act on behalf of the LTA when it is not possible to call a special meeting to resolve any emergency matter.

Sec. 2    The Executive Committee shall notify the Board of Directors of any emergency action it has taken on behalf of the LTA within seven (7) days of the decision to take such action. Final approval of such actions shall be given by the Board of Directors at its next meeting.


Article VIII
Employees and Professional Services

Sec. 1    The appointment of the LTA Manager shall be confirmed by the Board of Directors prior to the expiration of the contract between the LTA and the current manager. The contract for such services shall be on a calendar year basis with a concurrent salary or professional fee as agreed by both parties.
    
Sec. 2    The Board of Directors may hire employees as necessary.
        

Article IX
Committees

Sec. 1    The President shall appoint members of the Board of Directors to serve on the following Standing Committees:
    
    Awards
    Communication
Education
Finance        
Legislation and Policy
Membership    
Nominating        

The President shall appoint the chair of each committee. The President shall determine the number of Directors serving on each committee. The President may appoint ad-hoc committees as necessary. A representative from other library-related organizations may be considered as a liaison to the LTA. The President may appoint a member of the Board of Directors to act as a representative/liaison to United For Libraries (formerly ALTAFF) (or that organization’s successor).

Within thirty (30) days of the Annual Meeting, the newly elected President shall make all committee appointments and shall notify all members of the Board of Directors of these assignments. All committee assignments become effective as of receipt of notice. The President shall be an ex-officio member of all committees.


Article X
NYLA/ LTA Reciprocal Representation

Sec. 1 The immediate Past President of the LTA or a representative of the LTA designated by the President shall attend meetings of the NYLA Council as a non-voting representative
of the LTA. Expenses for such attendance shall be reimbursed by the LTA. A representative of NYLA is invited to sit as a non-voting member of the LTA Board of Directors, with any expenses for such representation to be reimbursed by NYLA.


Article XI
Funds and Securities

Sec. 1    The funds belonging to the LTA shall be deposited in a general account or accounts in such financial institutions as shall be designated by the Board of Directors annually.

Sec. 2    The LTA Manager shall be allowed to authorize checks up to an amount that shall be determined by the Board of Directors (the “floor limit”). Disbursements in excess of this designated amount shall be signed by either the President or Treasurer.
        
Payroll checks to cover installments of annual salaries that have been set by the Board, regardless of the amount, shall require only the signature of the Treasurer.

The accounts of the LTA shall be reviewed annually by a certified accountant and a report of this review shall be presented to the Board of Directors promptly thereafter.

Sec. 3    The LTA Manager shall be bonded.
Sec. 4    The securities belonging to the LTA shall be deposited in safekeeping accounts with such banks, trust companies, or in safe deposit vaults, as shall be designated by the Board of Directors annually. These securities may be withdrawn over the signatures of both the Treasurer and the President after Board approval of such action.

Sec. 5    Transfer of any securities registered in the name of the LTA must be approved by the Board of Directors.

Sec. 6    The Finance Committee shall review the LTA investments annually and report the results of that review to the Board in accordance with the investment policy.

Sec. 7    Members of the Board of Directors shall receive the proposed budget for the following fiscal year prior to the fall Board meeting. Discussion of the budget shall be placed on the agenda of that meeting. The Board shall adopt a budget at the last Board meeting of the year for the following year.


Article XII
Property and Dissolution

Sec. 1    The interest of a member in the property of the LTA is limited to its use for the LTA’s purposes. If the LTA is dissolved, all its property not needed for the payment of its debts and expenses shall be transferred or conveyed to one or more organizations that engage in the activities related to library improvement or development and that qualify for exemption under section 501(c)(3) of the Internal Revenue Code for 1954, or similar statutes hereafter enacted.

The Board of Directors shall select the organizations to which such transfer or conveyance is made and shall determine how such property is to be apportioned between them. In the absence of such a section or determination by the Board, it may be made by a court of competent jurisdiction.


Article XIII
Amendments

Sec. 1    These By-Laws may be amended at any regular meeting of the Board of Directors by a simple majority vote of the members of the Board as outlined in Article V, Section 4, provided each amendment has been discussed at a previous meeting of the Board. A written notice of the proposal to amend shall be given or mailed to the last known address of each member of the board at least thirty (30) days prior to the meeting.

Sec. 2    An amendment to change the number of Directors shall require a vote of three-fourths of the members of the Board.


Article XIV
Newsletter

Sec. 1    The Board shall publish a newsletter at least four times a year which shall be available to the membership. Subscription is a benefit of membership.

END


Revised and adopted March 2014




(Charter amended to: Library Trustees Association of New York State, 06 Feb 2010)
(Charter amended to: New York State Association of Library Boards, 21 Sep 1973)
(Chartered as: Library Trustee Foundation of New York State, 25 Feb 1949)

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