Bylaws

[Adopted as revised 2 August 1993]

[Adopted as revised 8 September 2003]

[Adopted as revised 1/December 2014]

[Adopted as revised 4 October 2021]

[Adopted as revised 13 January2022]

[Adopted as revised 8 April 2024]

[Adopted as revised 8 June 2026]

BY-LAWS OF THE BERLIN FREE TOWN LIBRARY

This organization shall be known as The Berlin Free Town Library, existing as a corporate entity by the provisions of the Absolute Charter Number 4764 granted 20 June 1941 by the Regents of the University of the State of New York to replace a provisional charter granted 28 October 1909, and exercising the powers and authority and assuming the responsibilities designated under said Absolute Charter. An amended charter to incorporate provisions of the Internal Revenue Code of 1986, specifically subdivisions 501 (C) (3), 501 (h), 509 (a), 49841 (d), 4943 (c), 4944 and 4945 (d), was granted 23 July 1993.

Article II – Purpose:

As a local institution the Berlin Free Town Library is dedicated to providing the finest possible library materials and services for the entertainment and/or educational purposes of all residents of the community.

Article III – Management:

  1. The business and affairs of The Berlin Free Town Library located in the Whitehouse Memorial Building, wherein the Library’s chief activities are conducted, shall be managed and directed by a five-eleven-member Board of Trustees (herein referred to as the Board), currently at eight members, but the Commissioner of Education of the State of New York is designated as the representative of the organization upon whom process in any action or proceeding against it may be served.
  2. The Board shall establish policy concerning the use of Library facilities as well as the policy regarding the conduct of its employees, and formulate such rules and regulations deemed necessary, subject to annual review.
  3. No part of the net earnings, if any, of the Library shall inure to the benefit of any member, Trustee, Director, Officer or any private individual (except that reasonable compensation may be paid for services rendered to or for the library). No member, Trustee, Director, Officer or private individual shall be entitled to share in the distribution of the Library’s assets should it ever be dissolved.
  4. Trustees shall be elected at each Annual Meeting and shall serve for a term of five (5) years. Expiring terms end following the election of new Trustees at the Annual Meeting or at adjournment of said Meeting. Any Trustee failing to attend three consecutive regular or special meetings, without a valid excuse, shall be deemed to have resigned and the Board shall be empowered to declare the position vacant and the seat open for nominations.
  5. Vacant or open seats on the Board may be filled by a vote of the Board at any regular or special meeting. Persons so elected shall serve as interim Trustees until the next Annual Meeting, when a Trustee shall be elected to serve the balance of the unexpired term.

Article IV – Officers:

  1. The Board of Trustees, following the election of individual Trustees at the Annual Meeting, shall elect from among its members: a President, a Vice President, a Secretary and a Treasurer. The Board may also appoint a Trustee as Correspondent Secretary. Officers shall be elected annually.
  2. No later than the September meeting, the President shall appoint a Nominating Committee. The Committee shall present candidates for Trustees and a slate of Officers to the Board, no later than the December meeting. Nominations can also be made by other Trustees at the December meeting.
  3. The President shall preside at all meetings of the Board, call for special meetings, execute all documents authorized by the Board, serve as an ex-officio member of all committees, and generally perform all duties associated with the office. The President shall also appoint the chairperson and members of the Finance, Personnel, House and Grounds, Fundraising, Programing and Public Relations Committees, as well as such other chairperson and members of other committees that shall be required from time to time.
  4. The Vice President shall assume the duties and functions of the President in the absence or disability of the President, or in the case of a vacancy in that office.
  5. The Secretary shall keep an accurate record of all meetings of the Board, issue advance notices of all regular and special meetings of the Board, and perform such other duties as are generally associated with the office.
  6. The Treasurer, who need not be a Trustee, shall keep a true and accurate record of all financial transactions, be custodian of Library funds, act as disbursing officer and perform such other duties as are generally associated with the office. An assistant to the Treasurer, who need not be a Trustee, may be selected by the Board to assist the Treasurer in the performance of his or her duties. The Treasurer, President and Vice President are authorized to endorse checks/payments on behalf of the Library.
  7. The four elected officers shall constitute an Executive Committee to represent the Board and act on its behalf between meetings. Three members of this Executive Committee shall constitute a quorum.

Article V – Meetings:

1. The Annual Meeting shall be held on the first Monday in January at 7:00 PM. Regular meetings of the Board of Trustees shall be held the first Monday of every month (except July) at 7:00 PM. If any meeting falls on a legal holiday, it will be held the following Monday.

  1. The Secretary, prior to any such meeting, shall send notice to each trustee along with a draft copy of the previous meeting minutes. In addition, a notice of the Annual Meeting shall be posted on the Library bulletin board at least two weeks prior to such meeting. Notice of all regular meetings shall be posted at the Library and published in the media.
  2. All Trustees shall attend each of the monthly and any special meetings. Committees shall meet as required and at the convenience of committee members. A Special Meeting of the Board of Trustees may be called by the President or Secretary with 7 days advance notice. A quorum for the transaction of business at any meeting of the Board of Trustees shall consist of a simple majority of current number of trustees and in the absence of a quorum the Trustees present may recess the meeting to a day certain, and notice shall be sent to absent members of the date of the rescheduled meeting. The order of business for regular meetings of the Board shall include but not be limited to, the following items which shall be covered in the sequence shown as far as circumstances permit: Call to Order; Roll Call; Public Comments; Vote on Minutes; Treasurers Report; Directors Report; Committee Reports; Correspondence; Old Business; New Business; Announcements; Adjournment.
  3. In the event that there is an absence of Officers, a special meeting may be called by the most senior Trustee on written request by three (3) Trustees.

Article VI – Committees:

  1. The Finance, Collection Development, House and Grounds, Public Relations, Fundraising, Programming, Personnel and Nominating Committees shall consist of a minimum of three Trustees each (and any other Committees named by the President as required). All committees shall be considered discharged upon completion of the President’s term of office.
  2. All committees, except the Nominating, shall make progress reports at each regular Board Meeting, and none shall have other than advisory powers unless delegated specific ones on behalf of the Board.
  3. The Finance Committee, with the Treasurer, shall have general supervision of the financial affairs of the Library and shall make policy recommendations to the Board regarding permanent funds received, as well as preparing the annual budget for the operation and maintenance of the Library. The budget shall be presented to the Board not later than the regular December Meeting for consideration and adoption. The fiscal year of the Library shall close December 31 and the Committee shall audit the Treasurer’s books annually and see that the Director submits the necessary reports (as specified in Article VII, subdivision 4 below) in a timely manner. The Finance Committee shall file or cause to be filed, all required annual submissions to the Internal Revenue Service (Form 990) and to the Office of the NY Attorney General (CHAR500) in a timely manner. The Finance Committee and Director shall submit to the Berlin Town Board an annual Report to the Community, summarizing the activities of the Library, and a copy of Form 990. These reports shall be included with the Budget Appropriations Form submitted to the Town in October for the next fiscal year.
  4. The Collection Development Committee, in consultation with the Director, shall have responsibility for development of the print and media collections for the Library.
  5. The House and Grounds Committee shall be responsible for overseeing the routine maintenance of the Whitehouse Memorial Building and property. The Committee shall periodically inspect the physical plant of the Whitehouse Memorial Building and property and report to the Board any recommendations for improvements or corrections of any faults found.
  6. The Public Relations Committee shall conduct on-going media campaigns to publicize Library activities and events. However, pursuant to tax law regarding 501 c 3 exempt organizations, the Public Relations Committee, Elected Officers, Trustees, Director and staff of the Berlin Free Town Library shall not be directly or indirectly engaged or participate in any political campaign or lobbying effort, on behalf of, or in opposition to, any candidate for public office.
  7. The Fundraising Committee, in conjunction with the entire Board, shall seek public and private donations, grants and/or gifts to supplement the operating expenses budget and endowment for the Library.
  8. The Programing Committee shall seek to engage the public in free events and activities at the Library or other venue and to advance the Mission Statement.
  9. The Personnel Committee shall from time to time review the established policies regarding Library employees and make recommendations for changes to said polices to the Board. The Committee shall provide support to the Director and staff and act as liaison between the Board and said staff.
  10. The Nominating Committee shall present candidates to the Board no later than the December meeting for the position of Trustee to be voted on at the Annual Meeting. The Committee shall also prepare a slate of officers to be presented and voted upon at said meeting. Nominations can also be made by Trustees from the floor. The duly elected President shall appoint Committee chairpersons and members at the next Regular meeting following the Annual Meeting.

Article VII – Director:

  1. The Board shall appoint a Director, deemed by them to be qualified, who shall be the Executive Officer of the Library to act on behalf of the Board and under their direction and review. The Board shall conduct an annual evaluation of the Director and from time to time, review and/or revise the job description of said position.
  2. The Director shall attend all regular or special meetings of the Board and present a report of acquisitions, circulation and other general details of the Library’s day-to-day operation. The Director shall be encouraged to enter into all Board discussions and to offer advice and recommendations, but shall not have a vote on matters before the Board.
  3. The Director shall recommend to the Board the appointment of Assistant Directors and/or any other employees or personnel that may be required for the operation of the Library.

4. The Director shall specify the duties of such persons and conduct yearly evaluations of employees to be presented to the Personnel Committee at the Annual Meeting.

5. The Director shall be responsible for submitting annual reports in a timely manner to the Upper Hudson Library System and to the Library Extension Division of the New York State Education Department.

Article VIII – Amendments:

These by-laws may be amended by a majority vote of the Board, provided that notice of such amendment or amendments has been delivered to each Trustee at least thirty days prior to the voting.

Article IX – Dissolution:

In the event of dissolution, all of the remaining assets and property of the Berlin Free Town Library shall, after necessary payment of expenses thereof, be transferred to the Town of Berlin, subject to the approval of a Justice of the Supreme Court of the State of New York.