Bylaws

Article 1. Name, Purpose and Location

Section 1.

The name of the association shall be the Free Public Library Association of Vassalboro (d/b/a Vassalboro Library Association) herein known as the Association.

Section 2.

The Board of Trustees, herein referred to as the Board and representing the Association, is responsible for the care and oversight of the Vassalboro Public Library property, the business of the Association and general oversight and governance of the Library established under these bylaws.

Section 3.

The location of said Library shall be in the village of East Vassalboro in said Town of Vassalboro located at 930 Bog Road, Vassalboro, ME, 04989.  The provisions of these bylaws as to the location of said Free Public Library shall never be amended or repealed, but will remain a continuing contract between all present and future members of this Association.

Article 2. Membership and Dues

Section 1.

Any person desiring to do so may become a member of the Association upon payment of the annual dues to the Treasurer of the Association. All members of legal voting age shall have the privilege of voting for Board members.

Section 2.

The amount of annual dues shall be determined by the Board. The dues may be changed by the Board at the annual meeting.

Article 3. General Duties

It shall be the general duty of all members of the Board to promote the welfare, progress, success of the library and to stimulate public interest in the same. The Board members will serve on committees as outlined in Article 6, Section 1.

Article 4. Board of Trustees

Section 1.

The Board shall consist of officers: President, Vice-President, Secretary, and Treasurer; and at least four but not more than seven other members, plus members included in Section 3 below.

Section 2.

The Board shall be elected by vote of Association members present at the annual meeting, and will hold office for two years beginning at the close of the annual meeting.

In case of a vacancy on the Board, the Board may elect a replacement to serve until the next annual Association meeting.

Section 3.

The Board may include a Selectman of the Town of Vassalboro as an Honorary member. The Board may also invite a local student to be a member of the Board. These Board seats will have voting privileges.

Article 5. Duties of the Board of Trustees

Section 1.

The Board shall have the general care and oversight of the property and business of the Association, and shall generally supervise the governance of the library established under these bylaws. They shall hire the Library Director, prescribe the duties thereof, and fix compensation. Board members will elect officers of the Board. A person must be a member of the Board for at least one year before serving as a Board officer.

Each member of the Board shall have responsibility to coordinate or serve on one or more committees.

Section 2.

The President of the Board shall be presiding officer at all meetings of the Association and shall call the annual meeting of the Association during the month of April of each year. He/she may also call special meetings of the Association as described in Article 7, Section 2. The President or an appointed representative shall represent the Association at the annual Vassalboro town meeting and at other meetings with town officials as needed. The President will provide the agenda for the annual meeting and regular Board meetings held throughout the year. The President shall appoint a Board member to temporarily replace any absent Board officer.

Section 3.

The Vice-President shall perform the duties of the President in his/her absence.

Section 4.

The Secretary shall be recording officer and shall keep a true and accurate record of all meetings of the Board of Trustees and the Association.

Section 5.

The Treasurer shall accept all monies received by the Association and shall pay all bills and keep an accurate account thereof. He/she shall render a report of all receipts and disbursements at the annual meeting of the Association and when requested by the President. The Treasurer shall manage the financial resources of the Vassalboro Public Library. The Treasurer shall mentor at least one other Board member in the financial procedures of the Vassalboro Public Library. A member of the Finance Committee will perform the duties of the Treasurer in his/her absence.

Article 6. Committees

Section 1.

Board members will commit to serving on at least one committee for the coming year beginning at the annual Association meeting. Committees will meet at least twice throughout the year and will report to the Board at regular meetings.

Committees of the Board shall consist of:

1. Building and Maintenance: Responsible for the library building and grounds.
2. Advocacy and Fundraising: Oversee outreach to the community and at town meetings. Assist Library Director with grant applications, develop and manage fundraising efforts.
3. Planning: Oversee governance by updating and managing by-laws, policies and procedures, personnel/human resources and long-range planning for the Library. Seek new Board members and Association members and coordinate with Director in maintaining a current list of association members.
4. Finance: Oversee finances, develop and manage budget, including preparing and promoting annual town budget request.

Section 2.

Ad hoc committees, for the study of special issues, shall be appointed by the President, with the approval of the Board, to serve until the final report of the work for which they were appointed has been filed.

Article 7. Meetings of the Association

Section 1.

The annual meeting of the Association shall be held in the spring of each year upon the call of the President, with the exact time and place to be designated in advance in a public notice. In the event of emergency circumstances the Board will select an alternate date for the annual Association meeting.

Section 2.

Special meetings of the Association may be held at any time during the year upon call of the President. The President must call special meetings upon written request of either a majority of the members of the Association or upon written request of two or more members of the Board.

Article 8. Meetings of the Board

Regular meetings of the Board are required to be held a minimum of once per quarter, and suggested to be held once per month. Meetings of the Board may also be called upon request of the President, the Library Director, or a majority of the Board. Notice of a meeting of the Board shall be given forty-eight hours before said meeting by the President of the Board.

Article 9. Quorum

Section 1.

Any legal meeting of the Board shall require a quorum of a majority of members for the transaction of business at such meeting.

Section 2.

Matters requiring a vote before the next regular Board meeting may be decided by ballot. This will be done only if the motion does not concern Library policy and if no Board member objects to the procedure. The Secretary shall notify all Board members of duly seconded motions. Board members shall convey their votes to the Secretary no more than five days after the motion was sent out. The Secretary shall number the ballots in the order of receipt. The quorum shall be as for a Board meeting. The Secretary shall report the tally to all Board members and record the vote in the minutes.

Article 10. Amendments

Any proposed changes in the bylaws, with the exception of Section 3 of Article 1, shall require advance public notice and will be voted on by a majority vote at an annual meeting of the Association.

Article 11. Statement of Ethics for Board

Section 1.

Because they are entrusted with the interests, assets, and good name of the Library, members of the Board must live up to high ethical standards.

1. Board members must demonstrate integrity and respect for others – library staff, volunteers, board members, town officials, members of the public and all library patrons – while conducting the Library’s business.
2. A Board member must excuse him/herself immediately from handling any matter in which his/her interests may appear to conflict with those of the Library.
3. Board members speaking for the Board will represent the majority opinion of the Board.
4. Board members are expected to perform all the duties of Board.
5. Failure to live up to ethical standards is cause for removal by vote of the Board.

Section 2.

Any Board member elected as provided in the bylaws may be removed by a two-thirds vote of the Board if said Board member misses three consecutive meetings without just cause or for direct violation of the current code of ethics.

Section 3.

No substantial part of the activities of the organization shall carry on propaganda, or otherwise attempt to influence legislation (except as otherwise provided by the IRC 501 (h) or participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidates for public office.

Article 12. Disposition of Assets Upon Dissolution

Section 1.

Notwithstanding any other provisions of these articles, the Association is organized exclusively for one or more of the purposes as specified in Section 501 (c) 3 of the Internal Revenue Code of 1986 and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c) (3) or corresponding provisions of any subsequent tax laws.

Section 2.

No part of the net earnings of the Association shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association) and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.

Section 3.

In the event of dissolution, the Library lot and building(s) shall be transferred by deed to the Town of Vassalboro. All remaining assets and property of the organization shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 (c) (3) of the Internal Revenue Service code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose. 

Section 4.

In any taxable year in which the organization is a private foundation as described in IRC 509 (a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not a) engage in any act of self-dealing as defined in IRC 4941 (d), b) retain any excess business holding as defined in IRC 4943 (c), c) make any investments in such a manner as to subject the organization to tax under IRC 4944, or d) make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws.

May, 2022 voted upon at Annual Meeting