AMENDED AND RESTATED CONSTITUTION AND BYLAWS OF THE BOARD OF TRUSTEES OF THE DAYTON METRO LIBRARY
ARTICLE I. Name
The name of this body is the Board of Trustees (the "Board") of The Dayton Metro Library (the "Library"). The Board is organized under Section 3375.22 of the Ohio Revised Code and derives its powers from Section 3375.40 and other related sections of the Ohio Revised Code. The Board is a body politic and corporate and as such is capable of suing and being sued, contracting, acquiring, holding, possessing, and disposing of real and personal property, and of exercising such other powers and privileges as are conferred upon it by law. The principal office of the Board is to be located at the Library’s Main branch on East Third Street, Dayton, Ohio.
ARTICLE II. Purpose
The purpose for which the Library is formed is exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). (This reference and all future references herein to any section of the Code shall be deemed to include all regulations promulgated thereunder and any corresponding provision of any future United States internal revenue law and the regulations thereunder.) To the extent not inconsistent with the foregoing, the Library's purposes shall include, but not be limited to, the following:
(a) To establish, control and maintain within its district a free public library, subject to the applicable provisions of the Ohio Revised Code.
(b) To fulfill any other purposes permitted by applicable provisions of the Ohio Revised Code as may be deemed appropriate by the Board, and to exercise any powers or rights now or hereafter conferred on county library districts under the laws of the State of Ohio which are in furtherance of the purposes for which the Library was formed.
ARTICLE III. Powers
The Library shall have such powers as are now or may hereafter be granted under the Ohio Revised Code and, to the extent not inconsistent, such powers as are now or may hereafter be permitted by an organization qualifying under Section 501(c)(3) of the Code. The Library is not and shall not be a private foundation as defined in Section 509(a) of the Code.
ARTICLE IV. Non-Discrimination
The Library shall not in its policies, activities or operations discriminate in violation of any local, state or federal law on account of a person's sex, race, color, creed, national origin, age, physical handicaps or marital status.
ARTICLE V. Officers
Section 1. The officers of the Board shall be a president, a vice-president and a secretary selected from its membership. A fiscal officer and deputy fiscal officer who shall be members of the Library staff shall serve as ex officio members of the Board. Said officers shall be elected annually at the December meeting with their terms commencing on January 1st of the following year. Officers shall hold office for a term of one year or until their successors shall be elected and qualified. The fiscal officer and deputy fiscal officer, before serving, shall execute bonds in an amount and with surety approved by the Board, payable to the Board, and conditioned for their faithful performance of their official duties.
Section 2. A nominating committee shall be appointed by the president at the November meeting of the Board. This committee shall present a slate of officers no later than the December meeting. Additional nominations may be made from the floor.
Section 3. No member of the Board may be elected president for more than three consecutive terms. However, such Board member may be elected president again after being out of that office for one year or more.
Section 4. The president shall preside at all meetings of the Board, appoint all committees, execute all documents authorized by the Board, serve as an ex-officio voting member of all committees and generally perform all duties associated with that office.
Section 5. The vice-president, in the event of the absence or disability of the president, shall assume and perform the duties and functions of the president. If a vacancy occurs in the office of the president, the vice-president shall complete the president's term and a new vice-president shall be elected to complete that term.
Section 6. The secretary shall keep or have kept a true and accurate record of all meetings of the Board and shall perform such other duties as are generally associated with that office.
Section 7. The fiscal officer shall be the disbursing officer of the Board, keep all financial records, have custody of all money and securities of the Library, and disburse such funds as directed by the Board. The fiscal officer shall render a monthly financial statement to the Board showing revenues and receipts, disbursements, assets and liabilities. A complete financial statement for the entire fiscal year shall be submitted at the end of the year. In the absence or disability of the fiscal officer, the deputy fiscal officer shall perform the treasurer’s duties.
Article VI. Meetings
Section 1. The annual meeting which shall be for the purpose of the election of officers and such other business as may come before the Board shall be held in December.
Section 2. General meetings of the Board shall be held monthly on the third Wednesday of each month at 4:00 p.m. unless otherwise authorized by previous Board action. If a quorum is unobtainable, the president may either cancel or reschedule as a Special meeting on the first available date when a quorum seems obtainable.
Section 3. Special meetings shall be held at the call of the president, or upon request of two members of the Board. At the call of a special meeting, the president of the Board must notify the members in writing. In addition, the local newspaper shall be notified of the date, time, place and purpose of the special meeting.
Section 4. A quorum for the transaction of business at any meeting shall consist of four members of the Board present in person. Unless required by applicable law or otherwise stated herein, all actions of the Board shall be taken only upon the approval of a majority of those members present. All actions concerning the purchase of any real property and the transfer of unencumbered surplus to a building and repair fund must be approved by five members of the Board present and voting.
Section 5. All meetings of the Board shall be open to the public. Executive Sessions may be held at a regular or special meeting of the Board after a majority of the quorum determines, by a roll call vote, to hold such a session for the purpose of considering those matters set forth in Section 121.22 (G) (1) thru (6) of the Ohio Revised Code, as supplemented or amended.
Section 6. The Library executive director shall prepare an agenda for each meeting, review it with the president and distribute a copy to each Board member in advance of the meeting.
Section 7. Members of the general public who desire to comment at any meeting of the Board shall do so subject to the policies and pursuant to the rules and procedures adopted by the Board. The Board shall adopt and enforce policies, rules and procedures pertaining to public comment that are intended to give all members of the general public who wish to address the Board a fair opportunity to do so in a respectful, orderly and efficient manner.
Section 8. Proceedings of all meetings shall be governed by Robert's Rules of Order, Newly Revised.
Section 9. Any member of the Board who is absent from three consecutive general meetings or a total of five general meetings in any calendar year may be asked by the president to resign from the Board.
ARTICLE VII. Library Executive Director and Staff
Section 1. The Board shall appoint and fix the salary of a Library executive director qualified to meet the requirements of the Board.
Section 2. The executive director shall be the chief executive officer of the Library on behalf of the Board and under its review and direction.
Section 3. The Board will meet in executive session annually, without the executive director in attendance, to evaluate the executive director’s performance and to prepare a written statement of evaluation. The Board will meet with the executive director in executive session to review the evaluation and will offer the executive director a continuing, probationary or terminal appointment and fix his/her compensation.
Section 4. Before termination of employment, the executive director shall be informed and given an opportunity to meet the Board's criteria of performance.
Section 5. The executive director shall recommend to the Board the appointment, classification, grade, and salary ranges of all employees, and shall be responsible for the proper direction and supervision of the staff, for care and maintenance of Library property, for an adequate and proper selection of Library materials in keeping with the stated policy of the Board, for the efficiency of Library service to the public and for the financial operation of the Library within the limitations of the Ohio Revised Code and the budgeted appropriation.
Section 6. The executive director shall have interim authority to appoint, promote, demote, dismiss and take any other personnel action without prior approval of the Board provided that any such personnel action shall be ratified by the Board at its next regular meeting.
Section 7. Appointment to the staff of members of the immediate families of the Board is prohibited. Appointment of members of the immediate families of director level employees, even for hourly employment, is made only after this relationship is brought to the attention of the Board.
ARTICLE VIII. Committees
Section 1. The Board ordinarily acts as a committee of the whole and has no standing committees.
Section 2. The president shall appoint ad hoc committees of one or more members each for such specific purposes as the business of the Board may require. An ad hoc committee shall be considered discharged upon the completion of the purpose for which it was appointed and after its final report is made to the Board.
Section 3. No committee shall have other than advisory powers unless, by suitable action of the Board, it is granted specific power to act.
ARTICLE IX. Ethics and Conflicts of Interest
Section 1. Trustees are specifically bound by the applicable statutes of the Ohio Ethics laws and the rulings of the Ohio Ethics Commission.
Section 2. Every person serving on the Board shall:
(a) Promote the highest level of library service while observing ethical standards;
(b) Avoid situations in which personal interests might be served or financial benefits gained at the expense of the Library, its patrons or employees, and;
(c) Take affirmative action to make the Board aware of situations when the appearance of a conflict of interest may exist and refrain from discussions and abstain from votes when a conflict of interest exists.
ARTICLE X. General
Section 1. These bylaws may be amended by a majority vote of all members of the Board (4) provided written notice of the proposed amendment shall have been distributed to all members at least seven days prior to the meeting at which such action is proposed to be taken.
Section 2. Any rule or resolution of the Board, whether contained in these bylaws or otherwise, may be suspended temporarily in connection with the business at hand but such action, may be taken only at a meeting at which five members of the Board are present and four of those present approve.
ARTICLE XI. Dissolution
Subject to any applicable provisions of the Ohio Revised Code, upon the dissolution of the Library, the Board shall, after paying or making provision for payment of all of the liabilities of the Library, dispose of all of the assets of the Library exclusively in furtherance of the purposes of the Library as permitted by the Ohio Revised Code by distributing the assets to an exempt organization under Section 501(c)(3) of the Code. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of Montgomery County, Ohio, exclusively for such purposes or to organizations which are organized and operated exclusively for such purposes.
Revised and Approved November 16, 2020