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| ARTICLE
1 - General Provisions |
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Section 1.1 Name of Corporation
The name of this corporation shall be the
Northeast Massachusetts Regional Library System, Inc., and shall herein
be referred to as "the corporation."
Section 1.2 Offices
The principal business office of the corporation
shall be at 175 Andover Street, Danvers, Massachusetts. The corporation
may also have offices at such other places as the corporation may require.
Section 1.3 Fiscal Year
The fiscal year of the corporation shall
begin July 1 and end the following June 30 of each year.
Section 1.4 Corporate Seal
The Executive Board, as described in Article
5, may if it so chooses, adopt and alter the seal of the corporation.
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| ARTICLE
2 - Statement of Purposes |
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The corporation is organized to
operate a regional library system for the communities within the Northeast
Massachusetts Region. The corporation is created to provide, support, and
promote library programs, services, and materials. Purposes include, but
are not limited to:
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Delivery of interlibrary loan materials
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Supplemental reference service to libraries
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Supplemental reference service to users
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Interlibrary loan services
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Continuing education and training
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Advisory and technical assistance
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Supplementary services to public libraries
in communities under 25,000 population
The corporation may undertake any and
all activities in furtherance of or related to these purposes which may
lawfully be carried on by a corporation formed under Chapter 180 of the
General Laws of Massachusetts and which are not inconsistent with the corporation's
qualifications as an organization described in Massachusetts General Law
Chapter 78, Section 19, and Section 501(c)(3) of the Internal Revenue Code
or corresponding section of any future tax code.
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| ARTICLE
3 - Members |
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Section 3.1 Membership
Any public, academic, special, public school,
or private school library in the Northeast Region of Massachusetts that
meets the eligibility requirements for participation in a regional library
system may become a member of the corporation. A qualifying library may
seek membership with the corporation at any time during the corporation's
fiscal year. Members shall designate representatives to the Council of
Members, as described below in Article 4. Each library must satisfy the
following eligibility requirements to qualify for membership in the corporation:
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Be part of an organization or institution
that has a legal basis for operation;
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Have an organized collection of information
and material accessible for use by its designated clientele;
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Have a fixed location;
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Have established and posted hours of service;
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Have on site, paid librarian-in-charge who
meets Massachusetts education and certification requirements in effect
for that type of library. (Each member public school library must be staffed
by a full or part time librarian meeting Massachusetts certification requirements
as a school library media specialist; each member non-public school library
must be staffed by a full or part time librarian meeting the Massachusetts
certification requirements or possessing a Masters in Library Science degree.);
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Have a written mission statement and service
objectives;
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Have an established funding base;
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Be authorized to participate by its appropriate
administrative authority;
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Agree to the terms and conditions of the Regional
Library System membership agreement as established by the Board of Library
Commissioners.
Section 3.2 Removal
Any member may be removed from the corporation
for failure to meet the eligibility requirements for participation in a
regional library system by a vote of a majority of the entire executive
board at any meeting of the board. No member shall be removed from the
corporation unless the notice of the meeting at which removal is to be
considered states such purpose and opportunity to be heard at such meeting
is afforded to the member whose removal is sought. A library removed from
membership in the corporation may at any time reapply for membership, provided
the factors resulting in its membership termination have been satisfactorily
addressed.
Section 3.3 Limitation on Member
Authority
Members as such shall not have any fiduciary
authority or legal responsibilities of the corporation. No library, entity,
or person now or hereafter designated by the corporation as a "member"
by such designation alone shall be or be deemed to be a member for purposes
of the Articles of Organization or bylaws of the corporation or for purposes
of Massachusetts General Law Chapter 180 or any other law, rule, or regulation.
Any action or vote required or permitted by Chapter 180 or any other law,
rule, or regulation to be taken by members shall be taken by action or
vote of the same percentage of the Council of Members or executive board
of the corporation, as is applicable in each instance.
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| ARTICLE
4 - Council of Members |
Section 4.1 Composition
of Council of Members
There shall be a Council of Members which
shall be comprised of: one designated representative from each member public
library, academic institution, and special library; one designated representative
from participating public school libraries within each public school district;
and one representative from the participating private school libraries
within each municipality. In addition, the regional administrator of the
corporation, as described in Article 7, and the liaison from the Massachusetts
Board of Library Commissioners shall serve ex officio without
vote on the Council of Members.
Section 4.2 Powers and Rights
The Council of Members, by majority vote
except where noted, shall have the right to elect directors and officers
of the corporation as provided in Articles 5.2 and 6.2 below. The Council
shall also have the right to approve and revise the Plan of Service and
the Annual Budget, and to recommend both to the Massachusetts Board of
Library Commissioners for funding approval. The Council shall have such
other powers and rights as are vested in "members" by Massachusetts laws.
Section 4.3 Meetings
The Council of Members shall hold annual
meetings each year and may elect the time and place for annual and other
meetings. Meetings of the Council may be called by the Council, the president
of the executive board of the corporation, or by a majority of the directors
then in office, by giving written notice of the date, time, place, and
purpose of such meeting to the Council of Members at least thirty (30)
days in advance of such meeting.
Section 4.4 Quorum and Action at
Meetings
Fifteen (15) percent of the Council of
Members shall constitute a quorum for the transaction of business at any
meeting of the Council. At any meeting of the members at which a quorum
is present, the vote of a majority of those present shall decide any matter,
unless a different vote is specified by law.
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| ARTICLE
5 - Executive Board |
Section 5.1 Definition
Those individuals serving on the Executive
board shall throughout these bylaws hereafter be referred to as directors.
Section 5.2 Authority of Executive
Board
The business and affairs of the corporation
shall be controlled and governed by the Executive Board, which shall have
the right to exercise all powers of the corporation that are not expressly
reserved to the Council of Members of the corporation by law, the Articles
of Organization, or these bylaws. The Executive Board shall hire a regional
administrator, as described in Article 7, and shall have sole authority
to remove the regional administrator.
Section 5.3 Composition
The Executive Board shall consist of twelve
voting members: four public library representatives, two school library
representatives, two academic library representatives, and two special
library representatives, all of whom shall be elected by and from the Council
of Members at its annual meeting; and one lay person, who shall be elected
by the Council of Members at its annual meeting; and the Past-President
who may represent any of the multi-type Members. All five officers as defined
in Section 6.1 shall serve as five of the voting members of the total twelve-member
Board. In addition, the regional administrator of the corporation and the
liaison from the Massachusetts Board of Library Commissioners shall serve
ex
officio without vote on the Executive Board.
Section 5.4 Terms of Office
For the first election only, five (5) directors
shall be elected to a term of one (1) year and six (6) directors shall
be elected to a term of two (2) years. Thereafter, all directors shall
serve for a two-year term, excepting for the director standing for the
position of Vice-President/President-Elect who shall serve a three-year
term after the election to office. Directors may serve a maximum of three
(3) consecutive terms.
Section 5.5 Meetings of the Executive
Board
The Executive Board shall hold annual meetings
each year and may elect the time and place for annual and other meetings
of the board. Other meetings of the Executive Board may be called by the
president of the board or by a majority of the directors then in office
by delivering notice in writing, of the date, time, place, and purpose
of such meeting, to all directors at least three (3) days in advance of
such meeting.
Section 5.6 Quorum and Voting
A majority of the Executive Board shall
constitute a quorum for the transaction of business at any meeting of the
board. At any meeting of the Executive Board at which a quorum is present,
a majority of those directors present shall decide any matter, unless a
different vote is specified by law, the Articles of Organization, or these
bylaws. No director shall vote on a matter in which he or she has a personal
financial interest.
Section 5.7 Meetings by electronic
means
Meetings by means of conference telephone
or similar communications equipment by which all persons participating
in the meeting are able to hear each other at the same time may be considered.
Such participation shall constitute presence in person at such meeting.
Section 5.8 Action without a Meeting
Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting forth the action as taken, shall be signed by a quorum of the directors with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the Executive Board.
Section 5.9 Waiver of Notice for
Meeting
Whenever any notice of a meeting is required
to be given to any director under the Articles of Organization, these bylaws,
or the laws of Massachusetts, a waiver of notice in writing signed by the
director, whether before or after the time of the meeting, shall be equivalent
to the giving of such notice.
Section 5.10 Committees
The Executive Board may create such standing
and special committees as it determines to be in the best interest of the
corporation. The Executive Board shall determine the duties, powers, and
composition of such committees, except that the board shall not delegate
to such committees those powers, which by law may not be delegated. Each
such committee shall submit to the Executive Board at such meetings as
the board may designate, a report of the actions and recommendations of
such committees for consideration and approval by the Executive Board.
Any committee may be terminated at any time by the Executive Board.
Section 5.11 Compensation
Directors, other than those serving ex
officio without vote, shall not receive any salaries from the Corporation
for their services on the board but shall not be precluded from receiving
compensation for services rendered to the corporation in any other capacity.
Section 5.12 Resignation
Any director may resign by delivering a
written resignation to the corporation at its principal office or to the
president or clerk. Such resignation shall be effective upon receipt unless
it is specified to be effective at some later time.
Section 5.13 Removal
Any director may be removed for failure to attend three (3) consecutive Executive Board meetings without first notifying the clerk of the corporation. A director may be removed, with or without assignment of cause, by vote of a majority of the entire Council of Members at any meeting of the Council or by a vote of three-fourths of the entire Executive Board. No director shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the director whose removal is sought.
Any director (except the lay representative), who is no longer employed by a member library, is automatically removed from the Executive Board.
Section 5.14 Vacancies
Any vacancy occurring in the Executive
Board shall be filled by the Executive Board. A director elected to fill
a vacancy shall be elected to the next annual meeting of the corporation.
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ARTICLE
6 - Officers |
Section 6.1 Officers
The officers of the corporation shall be
a president, vice president/president-elect, past-president, treasurer,
and clerk of the Executive Board.
Section 6.2 Election
The officers of the corporation shall be
elected annually from the Executive Board by the Council of Members at
the annual meeting. Each officer shall hold office until a successor shall
have been elected and qualified.
Section 6.3 Vacancies
A vacancy in any office because of death,
resignation, disqualification, or otherwise may be filled by the Executive
Board until the next annual meeting.
Section 6.4 Removal
Any officer may be removed, with or without
assignment of cause, by a vote of the majority of the entire Executive
Board at any meeting of the Executive Board. No officer shall be removed
from office unless the notice of the meeting at which removal is to be
considered states such purpose and opportunity to be heard at such meeting
is given to the officer whose removal is sought.
Section 6.5 President
The president shall preside at all meetings
of the Executive Board. The president, or other proper officer or agent
of the corporation authorized by the Executive Board, may sign any deeds,
mortgages, bonds, contracts, or other instruments which the Executive Board
has authorized to be executed. The president shall perform all duties incident
to the office of president and such other duties as may be prescribed by
the Executive Board from time to time. At the end of the President's term,
the President shall assume the office of Past-President for a full term.
The president shall, with the assistance
of the other officers of the corporation, prepare an annual report detailing
the fiscal status, business activities, accomplishments of the corporation,
and any other information deemed relevant by the president, to be presented
to the Council of Members at the annual meeting of the Council. The annual
report is to be kept on file at the business office of the corporation.
Section 6.6 Vice President/President-Elect
There shall be a vice president/president-elect
who shall have such powers and perform such duties as shall be designated
by the Executive Board. In the absence or disability of the president,
the vice president/president-elect shall assume all powers and perform
all the duties of the president until such time as the Executive Board
shall otherwise direct. At the end of the president's term, the vice president/president-elect
shall assume the office of president for a full term.
Section 6.7 Past President
Upon the assumption of the duties by the
Vice President/President-Elect, the out-going President shall assume the
office of Past President and shall have such powers and perform such duties
as shall be designated by the Executive Board.
Section 6.8 Treasurer
The treasurer, or other proper officer
or agent of the corporation authorized by the Executive Board, shall have
charge and custody of and be responsible for all funds and securities of
the corporation; receive and give receipt for money due and payable to
the corporation from any source whatsoever, and deposit all such money
in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected by the Executive Board; and in general
perform all of the duties incident to the office of treasurer and such
others as may from time to time be assigned by the Executive Board.
Section 6.9 Clerk
The clerk, or other proper officer or agent
of the corporation authorized by the Executive Board, shall keep the minutes
of the meetings of the Executive Board in one or more books provided for
that purpose; ensure that all notices are given in accordance with the
provisions of these bylaws; be custodian of the corporate records; and
in general perform all such duties as may from time to time be assigned
by the Executive Board.
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| ARTICLE
7 - Regional Administrator |
As prescribed by Section 5.2,
the Executive Board shall hire a regional administrator and shall have
sole authority to remove the regional administrator. The regional administrator
will carry on the business of the corporation including the power to hire
and fire employees of the corporation.
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| ARTICLE
8 - Corporate Transactions |
Section 8.1 Contracts
The Executive Board may authorize any officer
or officers, agent or agents of the corporation in addition to the officers
so authorized by these bylaws, to enter into any contract or execute and
deliver any instrument in the name of and behalf of the corporation, and
such authority may be general or confined by specific instances.
Section 8.2 Indebtedness
All checks, drafts, or orders for the payment
of money, notes, or other evidence of indebtedness issued in the name of
the corporation, shall be signed by such officer or agent of the corporation
as from time to time may be determined by the Executive Board. In the absence
of such determination of the board, such instruments shall be signed by
the treasurer of the corporation.
Section 8.3 Deposits
All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Executive Board shall select.
Section 8.4 Contributions
The Executive Board may accept on behalf
of the corporation any contribution, gift, bequest, or devise for the general
purpose of the corporation.
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9 - Books and Records |
The corporation shall keep at
the principal office of the corporation correct and complete books and
records of account; minutes of the proceedings of the Executive Board;
and a register of the names and addresses of the directors of the corporation.
All books and records of the corporation may be inspected by any director,
or agent or attorney thereof, for any proper purpose at any reasonable
time.
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10 - Restrictions on Activities |
Notwithstanding any other provisions
of these bylaws, no director, officer, employee, agent, or any other representative
of the corporation shall take any action or carry on any activity by or
on behalf of the corporation not permitted to be taken by an organization
exempt under section 501(c)(3) of the Internal Revenue Code, as it now
exists or may hereafter be amended, or any corresponding section of any
future tax code.
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11 - Dissolution of the Corporation |
In the event of dissolution of
the corporation, the Executive Board shall, after paying or making provisions
for the payment of all of the liabilities of the corporation to the extent
assets of the corporation permit, dispose of all the assets of the corporation
exclusively for the purposes of the corporation, as the Executive Board
shall determine, in such manner as required by section 501(c)(3) of the
Internal Revenue Code (or corresponding provision of any future United
States Internal Revenue law) and in accordance with the statutes of the
Commonwealth of Massachusetts.
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12 - Personal Liability |
No one serving on the Council
of Members and no officer or director of the corporation shall be personally
liable to the corporation for monetary damages for or arising out of a
breach of fiduciary duty as an officer or director notwithstanding any
provision of law imposing such liability; provided, however, that the foregoing
shall not eliminate or limit the liability of an officer or director to
the extent that such liability is imposed by applicable law (1) for a breach
of the director's duty of loyalty to the corporation, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of the law, or (3) for any transaction from which the officer
or director derived an improper personal benefit.
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13 - Indemnification |
Section 13.1 Right to Indemnification
The corporation shall indemnify and reimburse
out of the corporate funds to the fullest extent permitted by Massachusetts
General Law Chapter 180 any person (or the personal representative of any
person) who at any time serves or shall have served on the Council of Members,
or as an officer, director, employee, or other agent of the corporation,
or who serves or shall have served at its request as a Member representative,
officer, director, employee, or other agent of another organization in
which it has an interest, whether or not in office at the time, against
and for any and all claims and liabilities to which he or she may be or
become subject by reason of such service, and against and for any and all
expenses necessarily incurred in connection with the defense or reasonable
settlement of any legal or administrative proceedings to which he or she
is made a party by reason of such service except with respect to any matter
as to which he or she shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his or her action
was in the best interests of the corporation. In effecting such indemnity
and reimbursement, the corporation may enter into such agreements and direct
the officers of the corporation to make such payment or payments and take
such other action (including employment of counsel) to defend against such
claims and liabilities as may in their judgment be reasonable necessary
or desirable. Such indemnification or reimbursement shall not be deemed
to exclude any other rights or privileges to which such person may be entitled.
This Article constitutes a contract between
the corporation and the indemnified persons. No amendment or repeal of
the provisions of this Article which adversely affects the right of an
indemnified person under this Article shall apply to such indemnified person
with respect to those acts or omissions which occurred at any time prior
to such amendment or repeal.
Section 13.2 Insurance
The corporation shall have the right to
power to purchase and maintain insurance on behalf of any person who serves
on the Council of Members, serves as a director, officer, employee, or
other agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or other agent of another
organization in which it has an interest, against any liability incurred
by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify
him or her against such liability.
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| ARTICLE
14 - Amendments to Bylaws |
These bylaws may be amended by
a majority vote of the Council of Members at any Council meeting provided
that the text of the proposed amendment is received by said members no
less than ten (10) days prior to the respective vote.
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Revised 11/19/99
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