ARTICLE I – NAME
The name of the association shall be the QUOGUE LIBRARY (the “Association”). It shall be located in the Incorporated Village of Quogue, Town of Southampton, County of Suffolk, State of New York.
ARTICLE II – PURPOSE
The purpose of the Association shall be to maintain a library for the free use and benefit of residents of the Union Free School District No. 3 (Quogue School District), and other persons as may from time to time be authorized by the Board of Trustees.
ARTICLE III – MEMBERS
The Association shall have no members.
ARTICLE IV – TRUSTEES
1. Number and Powers. The management of the affairs of the Association shall be vested in a Board of Trustees composed of at least nine (9) persons and no more than fifteen (15) persons, and upon approval by the Regents of the University of the State of New York (the “Regents”) of the amended Charter, of at least seven (7) persons and no more than eleven (11) persons. All trustees must be of full age and at least one shall be a citizen of the United States.
2. Election, Term and Classification of Trustees.
a. Trustees shall be divided with respect to the time for which they hold office into three classes, as nearly equal in number as is reasonably possible, and designated Class A, Class B and Class C, with at least two trustees in each Class. Trustees are assigned into classes when elected. The term of office for the trustees in Class A shall expire at the Annual Meeting held in 2015 and every three years thereafter. The term of office for the trustees in Class B shall expire at the Annual Meeting held in 2013 and every three years thereafter. The term of office for the trustees in Class C shall expire at the Annual Meeting held in 2014 and every three years thereafter.
b. The trustee shall, except as provided in Section 3 of this Article IV, be elected at the Annual Meeting of Trustees to hold office until the Annual Meeting of Trustees in the year in which his term of office expires and until his successor shall have been duly elected and qualified. At the Annual Meeting of Trustees up to five trustees (four upon approval by the Regents of the amended Charter) shall be elected, to succeed the trustees whose terms of office in a Class then expires. Trustees may also be elected to serve in another Class. An individual may be elected to serve more than one consecutive term as a trustee, but no more than nine consecutive years. However, a trustee may continue to serve as a trustee even after serving nine consecutive years if the trustee is also contemporaneously serving as an officer of the Association. A trustee who has served nine consecutive years as a trustee may be reelected to serve as trustee after a three year break in service as a trustee.
c. If the number of trustees is changed, or any trustee extends his service beyond nine consecutive years as trustee through contemporaneously serving as an l;.officer, any increase or decrease shall be apportioned among the classes so as to maintain the number of trustees in each class as nearly equal as possible.
d. Appendix A sets forth the trustees as of the May 19, 2012 Annual Meeting, the date they joined the Board of Trustees and their term limits.
3. Vacancies. A vacancy among the Board of Trustees may be filled by the Board of Trustees by appointment for the unexpired term of that position. The appointee shall serve until the next ensuing Annual Meeting of Trustees when such vacancy shall be filled for the balance of the unexpired term by election by the trustees. If the vacancy is not filled, the Board of Trustees will be comprised of those trustees remaining in office until the next Annual Meeting of Trustees.
4. Annual Meetings. The Annual Meeting of Trustees for the election of trustees, for the presentation of annual reports and the transaction of such other business that may properly come before the meeting shall be held during the month of May, or at such time and in such place as shall be determined by the Board of Trustees and specified in the notice of meeting.
5. Regular Meetings. The Board of Trustees shall hold regular meetings on the third Saturday of every other month or such other day as the Board by majority vote may fix. Notice of all regular meetings shall be given as provided in Article IV, Section 7. Business transacted at such regular meetings shall be limited to the ordinary business of the Association and those matters stated in the notice of meeting, unless all of the trustees are present or consent in writing either before or after the meeting to the transaction of other business.
6. Special Meetings. Special meetings of the Board of Trustees may be called by the President or one-third of the trustees and shall be held at the time and place, either within or without the State of New York, and for such purpose or purposes as shall be specified in writing by the person or persons calling the meeting, and the business transacted thereat shall be limited to those items stated in the notice of meeting unless all of the trustees are present or consent in writing either before or after the meeting to the transaction of other business.
7. Notice of Meetings. Due notice of all regular and special meetings shall be in writing and signed by the President or the Secretary and the Secretary shall cause such notice to be given to the Board of Trustees, published in The Southampton Press or other news media, and posted on the bulletin board in the Quogue Library in a timely fashion.
8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if all members of the Board of Trustees consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Trustees shall be filed with the minutes of the proceedings of the Board of Trustees.
9. Participation by Conference Telephone. Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
10. Quorum; Voting Requirements. Except as otherwise required by law or by the Certificate of Incorporation or by other certificate filed pursuant to law or by these Bylaws, at all meetings of the Board of Trustees the quorum necessary for the transaction of business shall be a simple majority of the entire Board of Trustees, and the vote of a majority of the trustees present and voting shall be the act of the Board. In the absence of a quorum, a majority of the trustees present or any trustee solely present may adjourn any meeting from time to time until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. Notice of the adjourned date shall be given to each trustee in accordance with Article IV, Section 7.
11. Resignation or Removal. Any trustee may resign at any time and, unless otherwise stated therein, such resignation shall take effect upon receipt by the President or Secretary of written notice thereof.
12. Duties and Powers of the Board of Trustees.
a. The Board of Trustees shall have full power and authority to control and manage the property and affairs of the Association and shall fix its policies. It shall have the power to hold meetings, appoint committees, employ necessary staff, authorize and effect proper steps to carry out the purposes of the Association and to promote its best interests.
b. Among its powers the Board of Trustees is empowered to enter into an annual contract with the Board of Education of the Quogue School District for the purpose of collecting funds through taxation to be used to maintain and operate the Quogue Library.
c. The Board of Trustees shall appoint a qualified library director or librarian who shall be the executive and administrative officer acting on behalf of the Board and under its direction and review and consistent with the policies established by the Board of Trustees. The library director is responsible for the proper direction and supervision of the staff, for the care and maintenance of library property, for an adequate and proper selection of books in keeping with the stated policy of the Board, for the efficiency of service to the public and for operating within the budgeted appropriation. It shall be the duty of the director to attend meetings of the Board, including budget meetings, and public meetings where action may be taken affecting the interests of the Quogue Library. The director shall have the right to speak on all matters under discussion at Board meetings but shall not have the right to vote thereon.
a. The President, with the approval and consent of the Board of Trustees, may appoint within a reasonable time after the Annual Meeting, standing committees for finance, personnel, building and grounds, art gallery, and planning and a chair or co-chairs of each committee. Special committees may be appointed by the President from time to time as needed and discharged upon completion of their assigned duties.
b. Committee members shall hold office until discharged by the President or until a successor is appointed.
c. The duties of such committees shall include, but not be limited to, studying in general the problems in their particular fields of activity and to making special studies of any particular matters referred to them by the Board of Trustees or the President, and to reporting to the Board of Trustees their findings and recommendations. All committee actions may be subject to approval by a majority of the Board of Trustees in the discretion of the Board of Trustees. Each such committee shall have and exercise the authority of the Board of Trustees in the management of the Association; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual trustee, of any responsibility imposed upon it or him by law.
d. A majority of the whole committee shall constitute a quorum for the transaction of all business that may properly come before it, and all questions shall be decided by the vote of a majority of those members present at the committee meeting.
e. All public statements as to the policy and activities of the Association or any committee thereof must originate with the Board of Trustees.
ARTICLE V – OFFICERS
1. The officers of the Association shall consist of a President, a Secretary, and a Treasurer and may also include a Vice-President. The Board of Trustees may, from time to time and in their sole discretion, provide for the creation of additional officers. The officers shall be elected by the vote of a simple majority of the Board of Trustees. The officers, as elected, shall hold office for a term of two years. An officer may be elected to serve a subsequent two-year term, but no individual may serve more than two terms in the same position. The Board may also appoint an Assistant Secretary or Assistant Treasurer who need not be members of the Board of Trustees. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and duties prescribed, from time to time, by the Board of Trustees. Any two offices, except those of the President and Secretary, may be filled by the same persons.
2. In case of the absence of any officer or for any other reason that the Board of Trustees may deem sufficient, the Board of Trustees or the President may delegate for the time being the powers or duties of such officer to any other officer or trustee.
3. A vacancy among the officers may be filled by the Board of Trustees by appointment for the unexpired term of that position. The appointee shall serve until the next ensuing Annual Meeting of Trustees when such vacancy shall be filled for the balance of the unexpired term by election by the trustees.
ARTICLE VI – ANNUAL REPORT
At the Annual Meeting of Trustees, the Board of Trustees shall present an audited financial statement, verified by the President and Treasurer or by a majority of the trustees, showing in appropriate detail: (i) the assets and liabilities, including the trust funds, of the Association as of the end of a twelve (12) month fiscal period terminating no more than six (6) months prior to said meeting; (ii) the principal changes in assets and liabilities, including trust funds, during said fiscal period; (iii) the revenue or receipts of the Association, both unrestricted and restricted to particular purposes during said fiscal period; and (iv) the expenses or disbursements of the Association, for both general and restricted purposes, during said fiscal period. An abstract of this report shall be entered in the minutes of the Annual Meeting of Trustees and the report itself shall be filed with the records of the Association.
ARTICLE VII – INDEMNIFICATION OF OFFICERS AND TRUSTEES
1. Standing Indemnification.
a. Except to the extent expressly prohibited by the New York Not-For Profit Corporation Law, the Association shall indemnify each present and former trustee and officer of the Association, or the personal representatives of any thereof, who is made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person (or such person’s testator or intestate) is or was a trustee or officer or served, at the request of the Association, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees incurred in connection with such action or proceeding, or any appeal therein (including any action by or in the right of the Association or any such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise); provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
b. Subject to the approval of a majority of the Board of Trustees, to the fullest extent permitted by applicable law, the Association may reimburse or advance to any person referred to in Subsection (a) of this Section 1, all expenses, including attorneys’ fees, reasonably incurred by such person in connection with any action or proceeding of the kind referred to in Subsection (a) of this Section 1, upon receipt, if and to the extent required by applicable law, of a written undertaking by or on behalf of such person to repay such amounts if such person is ultimately found not to be entitled to indemnification under this Article VII or otherwise or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled, provided that such person shall cooperate in good faith with any request of the Association that common counsel be used by parties to an action or proceeding who are similarly situated unless to do so would be inappropriate because of actual or potential differing interests between such parties.
2. Indemnification by Resolution. The Association, by resolution of its Board of Trustees or any agreement, approved by the Board of Trustees, with any of its trustees, officers, employees or volunteers providing therefore, may, to the fullest extent permitted by applicable law, indemnify and reimburse or advance expenses to any person (but nothing herein shall limit the rights of any such person under Section 1), it being expressly intended that this Section 2 authorizes the Board of Trustees to create rights to indemnification or reimbursement or advancement of expenses in such manner to the fullest extent permitted by applicable law.
ARTICLE VIII – CORPORATE FINANCE
1. Contributions. The officers and the Library Director of the Association and/or members of the Board of Trustees are, and each of them severally is, authorized to accept gifts, legacies or other contributions on behalf of the Association. Such gifts, legacies or other contributions may be accepted upon any terms or conditions and for such special uses, as the donor or testator thereof shall prescribe and as shall be approved by the Board of Trustees. When so acceptable, the Board of Trustees is authorized to cause the execution and delivery of any agreement which shall be necessary or desirable in connection with the acceptance of any such gift, legacy or other contribution. Unless the terms and conditions, or special uses, of such funds are prescribed by the donor or by some written agreement, the funds shall be administered as the Board of Trustees of the Association shall deem expedient, and, unless otherwise provided, both the principal and income of such finds may be utilized and expended.
2. Checks; Bank Accounts; Notes. The Board of Trustees is authorized to select such banks or depositories as it shall deem proper for the funds of the Association. The Board of Trustees shall determine from time to time who shall be authorized on the Association’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidence of indebtedness.
ARTICLE IX – MISCELLANEOUS
1. Waiver of Notice. Whenever the Association or the Board of Trustees is authorized to take any action after notice or after the lapse of a prescribed period of time such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved and if at any time before or after such action be completed such requirements be waived in writing by the person or persons entitled to said notice or to participate in such action.
2. Construction. Whenever used in these Bylaws, the masculine pronoun shall include the feminine and the feminine pronoun shall include the masculine, and the singular shall include the plural, unless any different meaning is otherwise required by the context.
ARTICLE X – AMENDMENTS
1. By-Laws. Amendments to the By-Laws may be approved at the Annual Meeting or in a special meeting of the Association by a majority of the Board of Trustees.
2. Charter. Amendments to the Charter may be approved at the Annual Meeting or in a special meeting of the Association by three-fourths of the Board of Trustees.