Mount Holly Town Library
A Vermont Non-profit Corporation
Mission Statement
The mission of The Mount Holly Town Library is to provide the tools for lifelong learning by creating an environment that supports intellectual growth, education, and recreation to patrons of all ages. We strive to build and maintain resources that enable our visitors to access information and connect more fully with our community, our state and our world.
Bylaws
Article I – Name
1.01. The name of this corporation shall be Mount Holly Town Library, Inc.
1.02. The permanent location of the Mount Holly Town Library (“Library”) shall be the church building that was deeded to the town of Mount Holly by the Baptist Convention in1923 with the understanding that it would house a library.
Article II – Purpose and Powers
2.01. Purpose. The purpose of the Library is to provide free access to materials, resources, and programs for the educational, recreational, and informational needs of the community. The Library is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, and/or corresponding section(s) of any future Federal tax code, as amended.
2.02. Powers. The Library shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the Library is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions. The Library will adhere to the Vermont State Standards for Libraries adopted in 1986, Vermont Law pertaining to libraries and the Law of Public Libraries, as amended.
2.03. Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no Trustee, officer, employee, member, or representative of the Library shall take any action or carry on any activity by or on behalf of the Library not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Library shall inure to the benefit or be distributable to any Trustee, officer, member, or other private person, except that the Library shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
2.04. Distribution Upon Dissolution. Upon termination or dissolution of the Library, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code, or in any corresponding provision of any successor statute, which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
Article III – Board of Trustees
3.01. Number of Trustees: The Board shall consist of nine (9) Trustees including the four (4) officers: Chairperson, Vice-Chairperson, Secretary and Treasurer.
3.02. Powers: The Board of Trustees shall be the legal governing authority of the Library (The “Board”). All corporate powers shall be exercised by or under the authority of the Board and the affairs of the Library shall be managed under the direction of the Board, except as otherwise provided by law. These powers include, but are not limited to: adopting policies and seeing that they are carried out, hiring the Librarian, and administering the budget.
3.03. Terms and Requirements.
(a) All Trustees shall be elected to serve a three (3) – year term; however the term may be extended until a successor has been elected.
(b) Trustee terms shall be staggered so that approximately half the number of Trustees will end their terms in any given year.
(c) Trustees may serve terms in succession. The term of office shall begin January 1, and end December 31 of the second year in office.
(d) In order to be an informed advocate for the Library, each Trustee should be willing to spend at least two hours at the Library every month, either serving on the desk or performing tasks assigned by the librarian, as well as participating in other library activities.
(e) Any Trustee who is absent from three (3) consecutive Board of Trustee meetings shall be declared inactive. The Board of Trustees shall determine whether said member may continue to serve or shall be replaced.
(f) The Board may fill vacancies due to the expiration of a Trustee’s term of office, resignation, death, or removal of a Trustee, or may appoint new Trustees to fill a previously unfilled Board position, subject to the maximum number of Trustees under these Bylaws. Vacancies in the Board due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Trustee being replaced.
3.04. Meetings. Regular Trustee meetings shall be held in the Library at least eight (8) times per year on such dates as the Board of Trustees determines. Special meetings of the Board may be called by the Chairperson, Vice-Chairperson, Secretary, Treasurer, or any two (2) other Trustees of the Board. A special meeting must be preceded by at least two (2) days notice to each Trustee of the date, time, and place, but not the purpose, of the meeting.
3.05 Manner of Acting.
(a) Quorum. A majority of the Trustees in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be voted upon by the Board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the board.
(c) Hung Board Decisions. On the occasion that Trustees are unable to make a decision based on a tied number of votes, the Chairperson or the Treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Trustees may participate in a regular or special meeting through the use of any means of communication by which all Trustees participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
3.06 Compensation for Board Service. Trustees shall receive no compensation for carrying out their duties as trustees. The Board may adopt policies providing for reasonable reimbursement of Trustees for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend board meetings.
3.07 Compensation for Professional Services by Trustees. Trustees are not restricted from being remunerated for professional services provided to the Library. Such remuneration shall be reasonable and fair to the Library and must be reviewed and approved in accordance with state law.
Article IV – Officers
4.01 Board Officers. The officers of the Library shall be a Chairperson, Vice-Chairperson, Treasurer and Secretary, all of whom shall be chosen by, and serve at the pleasure of, the Board. Each Board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers.
4.02 Duties of Specific Officers.
(a) The Chairperson shall prepare an agenda for and preside over all meetings of the Board of Trustees, take charge of the Library finances and accounts in the absence of the Treasurer, represent the Board to the public when necessary and appoint committees as needed.
(b) The Vice-Chairperson shall act in the absence of the Chairperson.
(c) The Treasurer shall have care and custody of all the funds of the Library; shall keep a full and accurate account of all monies received and paid out; shall pay all bills promptly when received in writing or electronically. The Trustees may appoint an Assistant to the Treasurer who is not a member of the Board of Trustees. A financial accounting shall be presented at each board meeting or upon request. The fiscal year shall be January 1st through December 31st.
(d) The Secretary shall take minutes of the proceedings of the Board of Trustees, distribute the minutes to all members, handle necessary correspondence and maintain the records.
Article V – Librarian
5.01. The Librarian is responsible for the general administration of the library, including purchasing, cataloging, arranging and weeding materials. The Librarian shall participate in grant writing, and fundraising activities, recruit and supervise volunteers and promote library use throughout the community.
5.02. The Librarian shall submit an annual operating budget and Library statistics at the end of each fiscal year.
5.03. The Board of Trustees will conduct a yearly performance evaluation of the Librarian.
5.04. Expenditures, not included in the budget, and all activities sponsored by the Library shall be brought before the Board of Trustees for approval.
Article VI – Miscellaneous
6.01 Books and Records. The Library shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Trustees, a record of all actions taken by the Board without a meeting, and a record of all actions taken by committees of the Board. In addition, the Library shall keep a copy of its Articles of Incorporation and Bylaws as amended to date.
6.02. Fiscal Year. The fiscal year of the corporation shall be from January 1 to December 31 of each year.
6.03 Bylaw Amendment. These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Trustees then in office at a regular or special meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code,
(b) that an amendment does not affect the voting rights of Trustees. An amendment that does affect the voting rights of Trustees further requires ratification by a two-thirds (⅔) vote of a quorum of Trustees at a Board meeting,
(c) that all amendments be consistent with the Articles of Incorporation, and
(d) that at least 14 days prior notice be given of the meeting and of the proposed amendments or alterations to the Bylaws..
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Mount Holly Town Library were approved by the Mount Holly Town Library Board of Trustees on 02/18/ 2015 and constitute a complete copy of the Bylaws of the corporation.
Emma Vastola, Secretary
Mount Holly Town Library 