Bylaws

SECTION I

MEETINGS OF THE BOARD

  1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly at the time and place stated in the notice of the meeting.
  2. Special Meetings. The President may, and on request of three members shall, call a special meeting of the Board, by giving at least three days' notice in writing and stating the object of the meeting.
  3. Notice of Meetings. Notices of regular meetings shall be provided to every member of the Board five days before the meeting. Notice of special meetings shall be provided to every member of the Board three days before the time for such meetings unless an emergency exists which precludes it. A majority of the members of the Board eligible to vote shall constitute a quorum.
  4. Executive Session. An executive session may be requested by the President or any other member of the Board. Only those items authorized by the Missouri Sunshine Law, as amended, may be discussed during an executive session. A vote to hold an executive session will be held at a public meeting. The vote to go into executive session and any votes taken during an executive session will be by roll call. Public notice of an executive session shall be posted at least 24 hours before the meeting time and shall specify the statutory exception used for closing the meeting.

SECTION II

OFFICERS AND THEIR ELECTION

  1. Election of Officers. Two months before any scheduled election of officers of the Board, the President of the Board shall appoint a Nominating Committee consisting of three members of the Board. Said Committee shall present a slate of nominees to the Board at its meeting preceding that at which elections are to occur. At its regular meeting in October the Board shall elect from its own number a President and a Vice President. Election may be by ballot, if requested by any member of the Board. These Officers shall serve a two year term and shall serve no longer than two consecutive terms in the same office. Officers shall hold office until their successors are elected and qualified. Any vacancies occurring in these offices shall be filled in the same manner within three months at a meeting of the Board. The Chief Executive Officer shall be the Secretary of the Board.
  2. Chief Executive Officer. Appointment and Term of Office. At a regular meeting, or at a special meeting called for the purpose, the Board shall appoint a Chief Executive Officer of the Library (“CEO”), who shall hold office at the pleasure of the Board.

SECTION III

  1. Duties of the President. It shall be the duty of the President to preside at all meetings of the Board of Directors; to appoint, with the approval of the Board, all committees not otherwise provided for, and to sign all papers, communications and instruments which may require official signatures. The President shall also, with the aid of the Chief Executive Officer, prepare for the consideration and approval of the Board at its regular meeting in June of each year, the annual report of the Board required by the Public Library Act of the State of Missouri. The President shall exercise general supervision over the affairs of the Library, and shall be an ex-officio member of all committees.
  2. Duties of the Vice President. In the absence of the President, the Vice President shall preside at meetings of the Board. In case of absence of the President from the City of St. Louis, or his or her inability to act, or in case of a vacancy occurring in the office of President, the duties of that officer shall devolve upon the Vice President. In the absence of both the President and the Vice President the duties of the President shall devolve upon the senior member of the Board in terms of appointment, who is present in the city, and capable of acting.
  3. Duties and Authority of the Chief Executive Officer (CEO). The CEO shall be the chief executive officer of the Library, shall perform the statutorily required duties of librarian, and shall be responsible to the Board for the effective organization and efficient operation of the Library. The CEO shall make full and timely reports to the Board and shall carry out orders of the Board and its committees. The CEO shall be ex-officio Secretary of the Board and of all its committees, and shall keep records of their proceedings and serve as custodian of all records of the Library. The CEO shall conduct the correspondence of the Board and shall perform other duties pertaining to the office of Secretary.
  4. Chief Operating Officer. With the approval of the Board, the CEO may appoint a Chief Operating Officer (“COO”). The COO shall perform such duties as are assigned to him or her by the CEO. In the absence of the CEO, the COO shall assume the duties of Chief Executive Officer and shall serve as Secretary of the Board.
  5. Chief Public Services Officer. With the approval of the Board, the CEO may appoint a Chief Public Services Officer. The Chief Public Services Officer shall perform such duties as are assigned to him or her by the CEO. In the absence of the CEO and the COO, the Chief Public Services Officer shall assume the duties of Chief Executive Officer and shall serve as Secretary of the Board.

SECTION IV BUSINESS MANAGER

  1. A Business Manager may be appointed by the CEO with the approval of the Board of Directors. The terms of employment, compensation and tenure shall be fixed by the CEO with the approval of the Board.
  2. Under the direction of the CEO, the Business Manager shall be the chief financial, accounting and purchasing officer of the Library. The Business Manager shall be ex- officio Treasurer of the Board and shall perform such duties as specified in the revised Missouri Statutes. He or she shall be responsible for the effective organization and efficient operation of the Business Office and shall perform such other related duties as the CEO may from time to time assign.
  3. Among the Business Manager’s specific responsibilities shall be the setting up of effective internal fiscal controls and records so that assurance may be had that all moneys are properly accounted for.

SECTION V COMMITTEES

The standing committees of the Board of Directors shall be a follows:

  1. A. An Executive Committee, consisting of the President of the Board as Chair, the Vice-President, and the chairs of each standing committee. The Executive Committee shall have power to act for the Board in the interim between Board meetings. It shall consider such matters as may be referred to it by the Board and such other matters appropriately considered by the committee rather than by the Board which are not specifically assigned to any other standing committee. Three members of the Executive Committee shall constitute a quorum. The CEO shall be a member of the Executive Committee but without vote.
    B. An Administrative Affairs Committee, consisting of three or more members. The Administrative Affairs Committee shall have jurisdiction over Board bylaws, policies and governance, Board education and orientation, legal matters, legislation, and evaluation of the CEO. It also shall have general responsibility for matters dealing with administration of the Library, and with planning and development. The committee shall also have supervision of all matters pertaining to the welfare of Library staff, including personnel policies, general working conditions, and of matters relating to employment by the Library. It shall also have jurisdiction over the planning and erection of new facilities and over acquisition and sale of land. The committee shall also have general responsibility for policies governing the maintenance, major repairs and rehabilitation of the Library's facilities.
    C. A Fiscal Affairs Committee, consisting of three or more members. The Fiscal Affairs Committee shall have oversight responsibility for the financial affairs of the Library and the recommendation of financial and accounting policies to the Library's Board of Directors.
    D. A Services and Community Affairs Committee, consisting of three or more members. The Services and Community Affairs Committee shall have general responsibility for the policies governing services and programs meeting the informational, cultural, educational and recreational needs of the community. The Services and Community Affairs Committee shall also have authority in matters dealing with other community organizations. It shall also have general responsibility for matters dealing with city government of St. Louis and with other library jurisdictions.

These chairpersons and members of these committees shall be appointed by the President as soon as practical after the annual meeting in October.

The President as needed may create special committees with the approval of the Board and appoint the members of such committees.

  1. Meetings. Committees shall be subject to the call of their respective chairs; and the chair shall call a meeting upon written request of two members. All meetings of committees shall be open to any member of the Board.
  2. Notice of Meetings. Notices of all meetings of committees shall be provided to all members of the Board three days before the time appointed for such meetings.
  3. The Absence of Chair. In case of the absence of the chair of any committee from the city or the inability to act, the chair's duties shall devolve upon the next member of the committee in order of appointment who is in the city and capable of acting.
  4. Records and Reports. Minutes of all committee meetings shall be made by the Secretary and presented at the next regular meeting of the Board. Upon adoption they shall become part of the minutes of the Board. Such minutes shall be signed by the chair of the respective committee and attested by the Secretary.

SECTION VI AUDITING

An audit of the books and accounts of the Library shall be made at least annually by a certified public accounting firm appointed by the Board of Directors. The accountant's report shall be made to the Board.

SECTION VII

FISCAL YEAR – BUDGET

  1. The fiscal year of the Library shall be from October 1 to September 30 of the following year.
  2. At its meeting in September of each year, the Board of Directors shall adopt a budget for the ensuing fiscal year. Expenditures shall be made only in accordance therewith, except as subsequent changes may be made by the Board, except as provided in Section VIII (3).
  3. Accounts. A special account shall be kept of each item of the budget, and the liabilities created against the same charged therein, so that the unexpended balance, if any, may be readily ascertained.

SECTION VIII FUNDS--DISBURSEMENTS--BONDING

  1. Checks drawn directly on bank accounts of the Library shall be certified by facsimile signature of the President and of the Secretary of the Board of Directors. All checks shall be reviewed by the Business Manager or such other members of the staff as are authorized.
  2. A transfer between budget categories in excess of $25,000.00, or, an increase in the total budget in excess of $25,000.00 shall first receive approval of the Board.
  3. The CEO and all other employees of the Library engaged in the purchasing or receiving of material or in the receipt, accounting for, disbursing or authorizing the disbursement of funds of the Library shall be bonded in amounts approved by the Board.

SECTION IX AUTHORITY

  1. In cases not otherwise provided for, the Board of Directors shall be governed by Robert's Rules of Order, Newly Revised.
  2. The Board of Directors may, upon a two-thirds vote of those members in attendance at any meeting, suspend any one or more of these bylaws for a stated period of time, provided, however, that no suspension in violation of Robert's Rules of Order, Newly Revised, shall be permitted.
  3. Any member or members of the Board or of any Committee designated by the Board or by the President may participate in a meeting of the Board or any Committee of the Board by conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and with the recording of that meeting becoming a part of the official Library records. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the member or members so participating.

SECTION X AMENDMENTS

These Bylaws may be amended by a two-thirds vote of all the members of the Board at any regular or special meeting thereof provided not less than two weeks' notice be given in writing stating the proposed changes.

SECTION XI INDEMNIFICATION

The City of Saint Louis Municipal Library District shall indemnify each of its officers and directors, against all reasonable expenses actually and necessarily incurred in connection with the defense of any litigation to which they may have been made a party because they are or were a director or officer of this Board. Such officer or director shall have no right to reimbursement, however, in relation to matters as to which they have been adjudged liable to the Board for misconduct in the performance of their duties.

The right to indemnify for expenses shall also apply to expenses of suits which are compromised or settled.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such director or officer may be entitled.

The Board of Directors of the City of St. Louis Municipal Library District may, at its discretion, authorize the purchase of a policy or policies of insurance against liability of the Board to indemnify any person pursuant to this Bylaw, which shall contain such terms and conditions (as the Board may deem appropriate) TO THE EXTENT AND IN THE MANNER PERMITTED BY LAW.

SECTION XII STANDING RULES

  1. 1.Order of Business
  2. Calling of the Roll.
  3. Reading of the Minutes Not Previously Approved.
  4. Public Comment.
  5. Reading of Communications.
  6. Report of the President of the Board.
  7. Report of Committees.
  8. Report of the Administrative Affairs Committee.
  9. Report of the Fiscal Affairs Committee.
  10. Report of the Services and Community Affairs Committee.
  11. Reports of Special Committees.
  12. Report of the Chief Executive Officer.
  13. Unfinished business.
  14. Election of officers.
  15. New business.
  16. Motion for Executive Session. The Motion shall state the statutory exception under the Missouri Sunshine Law used to close the meeting, and a vote shall occur by roll call in open session.
  17. Adjourn.
  1. During the Public Comment period, interested persons are allowed to appear before the Board at open meetings to address the Board on Library business. No person shall be allowed to speak longer than five minutes, unless expressly allowed by the presiding officer. Responses will not be given orally at the meeting, but rather, if desired, the speaker will receive a written response from the CEO or President at a later date. At special Board meetings, any comments from interested persons shall be limited to the agenda items.
  2. The Board may at the request of the CEO have staff make relevant reports at Board meetings.
  3. The Coat of Arms of the St. Louis Public Library shall be Azure, on a terrace couped at the base and flanks a caparisoned horse passant bearing Saint Louis, King of France, robed and crowned and holding aloft with his dexter hand, by the blade, a sword, hilt upward, all Argent; in base a fleur-de-lis Argent; and on a chief or an open book Argent, bound Gules, inscribed with the date 1865 in Roman numerals Azure.
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