Bylaws

BYLAWS
OF THE
BUFFALO & ERIE COUNTY PUBLIC LIBRARY

Adopted June 17, 1999
Amended May 18, 2000
Amended March 20, 2003
Amended November 16, 2006
Amended December 18, 2008
Amended September 19, 2013
Amended April 17, 2014
Amended and Restated June 12, 2014
Amended October 15, 2015
Amended and Restated April 21, 2016
Amended May 16, 2019
Amended October 20, 2022

ARTICLE I Tenure of Office and Powers and Duties of Trustees

1. The Board of Trustees of the Buffalo & Erie County Public Library shall consist of 15 members who shall be appointed and serve in accordance with the provisions of Chapter 768 of the Laws of 1953 of the State of New York, known as "An Act authorizing the consolidation of city and county public libraries, etc." and shall have all of the powers and duties as prescribed therein.

2. Vacancies for expired or unexpired terms on the Board of Trustees shall be filled by the County Executive subject to approval by the Erie County Legislature.

3. The funds of the Corporation shall be deposited, drawn upon, invested and otherwise administered as determined by the Board of Trustees, all as subject to the requirements of NY State General Municipal Law sections 10 - 11 and other applicable law.

4. The Board of Trustees may authorize, on behalf of the Corporation, execution of all receipts, releases, and discharges of all moneys received by the Corporation through gift or bequest or otherwise, and execution of all contracts, leases and other agreements of the Corporation.

5. Any Trustee who has served at least one full term and one year as Chair, may, upon expiration of a final term, be appointed a Trustee Emeritus by a vote of a majority of the entire Board of Trustees. A Trustee Emeritus shall not have a vote and shall not be counted in determining whether a quorum is present. A Trustee Emeritus shall receive notice of all meetings of the Board and shall be entitled to participate in its deliberations and to serve as a non-voting member on any Committee to which the Trustee Emeritus may be appointed.

6. All Trustees shall abide by the Conflict of Interest Policy, Whistleblower Policy, and Ethics Policy adopted by the Board and as amended from time to time.

7. The Chair shall act as the official spokesperson for the Board of Trustees and is authorized to represent the interests of the Board to all outside parties.

8. Request for review of any matter by Buffalo & Erie County Public Library legal counsel shall be communicated to legal counsel only by the Chair and/or the Director of the Buffalo & Erie County Public Library, or their specifically authorized designee(s).

ARTICLE II Meetings

1. Regular monthly meetings of the Board shall be held on a day selected by the Board at its organizational meeting each January, and at such place and hour as may, from time to time, be prescribed by the Board; provided that the Board may, by resolution, intermit meetings for a particular month or months. The Chair or Executive Committee may postpone meetings because of holidays or similar special reason, except that only one such postponement may be made without action of a majority of the Board.

2. Special meetings shall be held on the call of the Chair or of any three Trustees. Notices of regular and special meetings shall be sent not less than five nor more than ten days before such meetings and notices of special meetings shall state the subject proposed for consideration.

3. Eight Trustees shall constitute a quorum, provided that any Trustee who is present at a meeting but not present at the time of a vote in accordance with the procedures set forth in the Buffalo & Erie County Public Library’s Conflict of Interest Policy due to a Conflict of Interest or Related Party Transaction shall be considered present at the time of the vote for purposes of a quorum. In the absence of a quorum, the Trustees present shall adjourn the meeting to a day fixed, notice of which shall be given by the Secretary.

4. Proceedings shall be conducted in the manner usual in deliberative bodies. The presiding officer shall decide all questions of order, subject to appeal without debate. The "ayes" and "nays" on any vote shall be entered on the minutes at the request of any Trustee present.

5. The order of business shall be as follows:

A. Call of the Roll.
B. Approval/Changes to Agenda.
C. Minutes of Preceding Meeting.
D. Nominations and Elections of Officers, if any.
E. Report of the Chair.
F. Committee Reports.
G. Report of the Director.
H. Report of the Foundation.
I. Report of the Association of Contracting Library Trustees (ACT)/Contracting Library Trustee Report.
J. Public Comment.
K. Unfinished Business.
L. New Business.
M. Adjournment.

6. Any one or more members of the Board or any Committee may participate in a meeting of such Board or Committee by means of videoconferencing if the conditions outlined in Sections 103 and 103-a of the New York Open Meetings Law are met and the B&ECPL Procedures for Trustee Videoconferencing are followed. 

ARTICLE III Officers

1. The officers of the Board shall be a Chair, a Vice Chair, a Secretary and a Treasurer, all of whom shall be members of the Board, and shall serve for one year or until their successors are elected.

2. No officer of this Board shall be elected for more than three consecutive one-year terms for the same office.

3. Beginning January 1, 2015, an employee of the Buffalo & Erie County Public Library shall not be the Chair or hold any other title with similar responsibilities, unless the Board approves the appointment of an employee as Chair by a two-thirds vote of the entire Board and contemporaneously documents in writing the basis for its approval.

ARTICLE IV Duties. Election and Qualifications of Officers

1. The Chair shall be elected at the regular meeting of the Board in January of each year. The Chair shall be a member ex officio of all Committees, except the Governance Committee. The Chair shall preside at all meetings and shall execute, on behalf of the Corporation, any and all instruments which are authorized by the Board of Trustees to be so executed.

2. The Vice Chair shall be elected at the regular meeting in January of each year, and shall act as Chair, with all powers of the Chair, in the absence or disability of the Chair, or when the Board of Trustees shall so direct.

3. The Secretary shall be elected at the regular meeting in January of each year. The Secretary shall send notices of meetings of the Board, record its transactions, and conduct its correspondence.

4. The Treasurer shall be elected at the regular meeting in January of each year. The Treasurer shall have powers and duties as determined by the Board of Trustees consistent with Article I, Sections 3 and 4.

5. In the absence or disability at a meeting of the Chair and Vice Chair, the Secretary shall preside at the selection by majority vote of the Trustees present and voting thereon of a Chair pro tem, and said Chair pro tem shall thereupon preside at said meeting with all the powers and duties of the office of Chair.

6. Vacancies among the officers shall be filled by an election by ballot at a regular meeting or special meeting, and a vote of a majority of the Trustees present shall be necessary to hold an election. No such vacancies shall be filled except after nomination at a preceding regular meeting or special meeting.

ARTICLE V Committees

1. In addition to any Committees created by the Board from time to time, there shall be the following Committees:

A. Executive Committee.
B. Budget and Finance Committee.
C. Policy Committee.
D. Building Oversight Committee.
E. Governance Committee.

2. The Executive Committee shall consist of the Chair, Vice Chair and three other Trustees who shall be elected at the regular meeting of the Board in January of each year. All past Chairs who are members of the Board (other than any constituting one of such three other Trustees so elected) or who are Trustees Emeriti shall be ex officio members of the Executive Committee but shall not have a vote and shall not be counted in determining whether a quorum is present. The Chair of the Board of Trustees may be Chair of the Executive Committee or the Chair may appoint a member of the Board of Trustees who is a member of the Executive Committee to be Chair of the Executive Committee.

3. The Budget and Finance Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chair, subject to the approval of the Board.

4. The Policy Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chair, subject to the approval of the Board.

5. The Building Oversight Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chair, subject to the approval of the Board.

6. The Governance Committee shall consist of not less than three and not more than five Trustees to be appointed by the Chair, subject to the approval of the Board. All members of the Governance Committee, including the Chair of the Committee, must be Trustees and must qualify as Independent Trustees, as defined below, and such independence must be documented in the Board minutes. Each Trustee selected for membership on the Governance Committee must disclose at the time they are selected to the Committee and any time thereafter during their service on the Committee any circumstances which would disqualify them from serving on the Governance Committee. In the event a Trustee is rendered ineligible during the time of their service on the Governance Committee, they must resign from the Committee immediately and the Chair of the Board may fill the vacancy with an Independent Trustee, subject to the approval of the Board and provided the appropriate documentation of such Independent Trustee's qualifications is included in the minutes of the Board meeting where such vacancy is filled.

A. "Independent Trustee" means a Trustee who:

(i) is not, and has not been within the last three years, an employee of the Buffalo & Erie County Public Library or an Affiliate of the Buffalo & Erie County Public Library, and does not have a Relative who is, or has been within the last three years, a Key Person of the Buffalo & Erie County Public Library or an Affiliate of the Buffalo & Erie County Public Library;
(ii) has not received, and does not have a Relative who has received, in any of the last three fiscal years, more than $10,000.00 in direct compensation from the Buffalo & Erie County Public Library or an Affiliate of the Buffalo & Erie County Public Library (other than reimbursement for expenses reasonably incurred as a Trustee or reasonable compensation for service as a Trustee); or
(iii) is not a current employee of or does not have a Substantial Financial Interest in, and does not have a Relative who is a current officer of or has a Substantial Financial Interest in, any entity that has made Payments to, or received payments from, the Buffalo & Erie County Public Library or an Affiliate of the Buffalo & Erie County Public Library for property or services in an amount which, in any of the last three fiscal years, exceeds:
(I) if the entity’s consolidated gross revenues were less than $500,000, the lesser of $10,000 or 2% of such entity’s consolidated gross revenues entity;
(II) if the entity’s consolidated gross revenues were $500,000 or more but less than $10 million dollars, $25,000, or
(III) if the entity’s consolidated gross revenues were $10 million dollars or more, $100,000; and
(iv) is not and does not have a Relative who is a current owner (whether wholly or partially), director, officer, or employee of the Buffalo & Erie County Public Library’s outside auditor or who has worked on the Buffalo & Erie County Public Library’s audit at any time during the past three years.

B. For purposes of this paragraph:

(i) "Payment" shall not include:
(I) charitable contributions,
(II) fees paid to the Buffalo & Erie County Public Library for services performed as part of its nonprofit purposes, or
(III) payments made by the Buffalo & Erie County Public Library at fixed or non-negotiable rates or amounts for services received, provided that such services by and to the Buffalo & Erie County Public Library are available to individual members of the public on the same terms, and such services received by the Buffalo & Erie County Public Library are not available from another source.
(ii) "Affiliate" of the Buffalo & Erie County Public Library means any entity controlled by, in control of, or under common control with the Buffalo & Erie County Public Library.
(iii) “Key Person” means any person, other than a director or officer, whether or not an employee of the Buffalo & Erie County Public Library, who (A) has responsibilities, or exercises powers or influence over the Buffalo & Erie County Public Library as a whole similar to the responsibilities, powers, or influence of directors and officers; (B) manages the Buffalo & Erie County Public Library, or a segment of the Library that represents a substantial portion of its activities, assets, income or expenses; or (C) alone or with others controls or determines a substantial portion of the Buffalo & Erie County Public Library’s capital expenditures or operating budget.
(iv) "Relative" means their (i) spouse, ancestors, siblings, children, grandchildren, great-grandchildren, and spouses or domestic partners of siblings, children, grandchildren, and great-grandchildren; or (ii) domestic partner as defined in Section 2994-a of the Public Health Law.
(v) "Substantial Financial Interest" includes all forms of direct or indirect financial interests, which in the discretion of the Board constitutes a substantial interest, given due consideration to the material facts and circumstances of the interest as disclosed by the Trustee.

7. All vacancies occurring in the Committees shall be filled by the Chair, subject to the approval of the Board.

8. A majority of any Committee shall constitute a quorum. The actions of all Committees shall be subject to the approval of the Board of Trustees and no Committee shall authorize any expenditure of money without authorization by the Board of Trustees.

9. A Nominating Committee shall be selected at the December meeting in each year. It shall consist of five members, two of whom shall be appointed by the Chair from the Board of Trustees, and three of whom shall be elected by the Board of Trustees from its members. The Chair of the Board of Trustees shall appoint the Chair of this Nominating Committee. It shall be the duty of the Nominating Committee to present to the January meeting next following nominations for Chair, Vice Chair, Secretary, Treasurer and three members of the Executive Committee.

10. Special Committees may be appointed by the Chair at any time, subject to the approval of the Board. A Trustee Emeritus may also be appointed to such Committee.

11. All Committees shall report their actions or recommendations for action on matters referred to them at the time and in the manner prescribed by the Board of Trustees.

ARTICLE VI Duties of Committees

1. The Executive Committee, in intervals between meetings of the Board of Trustees, shall have all the powers and duties of the Board of Trustees not inconsistent with law. All Trustees should be notified of any actions within three (3) business days.

2. The Budget and Finance Committee shall have general management of the finances, funds and investments of the corporation, subject to the control of the Board of Trustees. It shall prepare, assisted by the Director, a budget request in such form and at such time as may be required by the County and submit the same to the Board each year.

3. The Policy Committee shall support the development of policies that govern and guide Buffalo & Erie County Public Library staff in areas of human resources, circulation of Buffalo & Erie County Public Library materials, collection development, access to Buffalo & Erie County Public Library facilities and resources, and such other matters as pertain to effective operations consistent with the Buffalo & Erie County Public Library's mission of service to the community.

4. The Building Oversight Committee shall act to ensure that adequate facilities are designed, situated, constructed, and maintained to meet the Buffalo & Erie County Public Library's mission of service to the community. The Building Oversight Committee shall review all Request for New Construction/Library Expansion Approval Forms as outlined in the New Construction/Library Expansion Policy.

5. The Governance Committee (formerly the Bylaws Committee) shall oversee matters relating to governance of the Buffalo & Erie County Public Library, including but not limited to, the Bylaws, Ethics Policy, Conflict of Interest Policy, and Whistleblower Policy, as adopted and amended by the Board from time to time.

ARTICLE VII Director and Deputy Directors

1. The Director shall be the administrative, executive, and fiscal officer of the Buffalo & Erie County Public Library and, subject to the supervision and control of the Board of Trustees, have general control and direction of the employees, business affairs, and administration of the Buffalo & Erie County Public Library. The Director shall perform such other duties as may be assigned from time to time by the Board of Trustees.

2. All communications to the Board and matters of administration to be considered by the Board or its Committees shall be submitted to the Board or Committees by the Director with such information or recommendation with respect thereto as the Director may deem necessary. The Director may require the attendance of any Deputy Director at any Board or Committee meeting.

3. The Director shall be responsible for the proper performance of the duties of the Deputy Directors and heads of the Departments and shall have the power and authority to require reports on the details of the work of the several Departments as the Director may deem necessary and desirable. It shall also be the duty of the Director to endeavor to recruit, train, and qualify suitable persons as potential candidates for eventual appointment to the office of Deputy Director and Director.

4. It shall be the duty of the Director to attend all meetings of the Board and Committees of the Board, including Budget hearings or other municipal meetings where action may be taken affecting the interests of the Buffalo & Erie County Public Library.

5. There shall be such Deputy Directors as may be appointed by the Board. The Deputy Directors shall be authorized generally, when directed by the Board, to act for and in place of the Director during the Director's absence or inability to act and shall perform such duties as may be assigned to them by the Board of Trustees and the Director.

6. The term of office of the Director and of each Deputy Director shall be for a period of three years.

ARTICLE VIII Amendments

No Bylaws shall be made, altered, or repealed except by majority vote of the entire Board of Trustees. Notice of a meeting to conduct such business shall identify any and all proposed actions. For purposes of amendments, the "entire board" shall consist of the fixed number of Trustees as of the most recent appointment of Trustees.

ARTICLE IX

Nothing contained in these Bylaws shall be construed and interpreted as being contrary to the letter and spirit of Chapter 768 of the Laws of 1953 of the State of New York, under which Act the Buffalo & Erie County Public Library has been incorporated.