By-Laws

JAMES BLACKSTONE MEMORIAL LIBRARY ASSOCIATION

Branford, Connecticut

BY-LAWS

ARTICLE II. Members.

Section 1. Number. The Association shall have no less than eleven ((11) nor more than fifteen (15) members, which number shall be fixed by the membership from time to time and three (3) ex officio members, one (1) shall be the Librarian of Yale University, one (1) a member of the Branford Representative Town Meeting and one (1) a member of the Branford Board of Finance.

Section 2. Residency Qualification. All members, other than the Librarian from Yale, must have a principal residence in the Town of Branford, Connecticut.

Section 3. Election and Terms of Members.

a. Term of Membership. Beginning at the 2004 annual meeting, the members shall elect for aterm of three (3) years qualified town residents to fill the vacancies occasioned by the expiration of terms or for the balance of any vacant un-expired term(s). Except as set forth in Section 4, a member may be re-elected for an additional term of three (3) years

b.Reduction of Terms. Notwithstanding the provisions of Section 3a and 3c of this Article, the terms of board members scheduled to expire in December 2012 shall expire in June 2012, the terms of board members scheduled to expire in December 2013 shall expire in June 2013, and the terms of board members scheduled to expire in December 2014 shall expire in June 2014. Any Member who was elected to fill a vacant un-expired term or whose term was reduced by the changing of the annual year from December to July will be, at the Members option, allowed to serve two (2) three (3) year terms in addition to the balance of the vacant un-expired term or the term shortened by six (6) months

  1. Maximum Successive Terms. No member who has completed two (2) successive terms of three (3) years may again be a member until the expiration of a period of not less than one (1) year during which such individual is not a member.

Section 4. Annual Meeting. The annual meeting of the membership shall be held in the month of June. At the annual meeting the membership shall elect members and transact such other business as may properly come before such meeting.

Section 5. Regular and Special Meetings. Regular meetings of the membership shall be held at such times as the membership shall from time to time determine. Special meetings may be called at any time by the President or Vice-President or upon written request delivered to the Secretary from one-third (1/3) of the membership.

Section 6. Vacancies. In case of any vacancy in the membership by reason of death resignation or removal of any member, the remaining members may fill such vacancy for the remaining term of the membership or, for any new or unoccupied, memberships, may elect members to serve until the next annual meeting.

Section 7. Removal of Members. The membership, by a vote of two-thirds (2/3rds) of those members, present at any regular, annual or special meeting, may terminate the membership of any member, provided the notice of such meeting must state that the purpose, or one of the purposes, of such meeting is the removal of such member.

Section 8. Quorum and Voting. A majority of the membership must be present in person or by telephone conference call in order for a quorum to exist for the conduct of business. The affirmative vote of a majority of members present at a meeting of the membership shall be the act of the membership, unless a vote of a greater number of members is required by these by­laws, the Act of Incorporation, or law. The ex-officio member shall not be counted in a quorum nor shall be entitled to vote on any matter

ARTICLE III. Board of Trustees.

Section 1. Organization and Powers. The membership, as constituted “from time to time. shall also act as a Board of Trustees. The activities, property, and affairs of the James Blackstone Memorial Library Association (Association) shall be managed by the Board of Trustees, which shall exercise all of the powers of the Association under the Act of Incorporation and these by-laws, as each may be amended from time to time.

Section 2. Delegation of Powers. The Board of Trustees may make appropriate delegations of authority to one or more committees to act on its behalf under a specific written delegation of authority.

Section 3. Annual Meeting. The annual meeting of the Board of Trustees shall be held in the month of June. At the annual meeting the Board of Trustees shall elect officers and to transact such other business as may properly come before such meeting.

Section 4. Regular and Special Meetings. Regular meetings of the Board of Trustees shall be held at such times as the Board of Trustees shall from time to time determine. Special meetings may be called at any time by the President or upon written request of one-third (1/3) of the Trustees.

Section 5. Quorum and Voting. A majority of the Trustees must be present in person or by conference call in order for a quorum to be present for the conduct of business. The affirmative vote of a majority of Trustees present at a meeting of the membership shall be the act of the Trustees, unless a vote of a greater number of Trustees is required by these by-laws, the Act of Incorporation, or law. The ex-officio Trustees shall not be counted in a quorum nor shall be entitled to vote on any matter.

ARTICLE IV. Officers.

Section 1. Number and Title. The Officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer and an Assistant Treasurer.

Section 2. Elections, Terms of Office and Vacancies. The Officers of the Association shall be elected at the Annual Meeting for aterm of one (1) year each, except that the term of the Officers elected in December 2011 shall expire in June 2012. A vacancy among the Officers shall be filled by a majority vote of the Board of Trustees at a Trustees’ Meeting.

Section 3. Duties and Powers. The duties and powers of the Officers shall be as follows;

a- President. The President shall be the principal executive officer of the Association and shall preside at all members of the members and the Board of Trustees. The President shall be responsible for seeing that the resolutions and other decisions of the members and actions of the Board of Trustees are carried into effect and for reporting to the members and the Board of Trustees on the conduct and management of the affairs of the Association. The President shall also perform such other duties as are set forth else in these By-Laws and as are usual to this office.

b. Vice-President. In the absence of the President, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to the restrictions upon the President.

c- Secretary. The Secretary shall keep and maintain the records and Minutes of the Annual, Regular and Special Meetings of the Membership and the Board of Trustees, give or cause to be given notices of Meetings as required by these By-Laws and perform such other duties as are customary to his or her office.

  1. Treasurer. The Treasurer shall maintain the financial records of the Association
    and shall perform all duties as are customary to his or her office.
  2. Assistant Treasurer. In the absence of the Treasurer, the Assistant Treasurer
    shall perform the duties of the Treasurer.

ARTICLE V. Committees.

Section 1. General. There shall be such committees of the Board of Trustees as the Board of Trustees shall from time to time determine.

ARTICLE VI. Amendments.

Section 1. General. These By-Laws may be amended by an affirmative vote of two-thirds (2/3rd) vote of the members present at any Annual, Regular or Special Meeting of the Association membership. Any notice of such meeting at which these By-Laws are to be amended shall include notice of such proposed action and be mailed to the membership not less than ten (10) days nor more than sixty (60) days.

The foregoing are the amended and restated Bylaws of the James Blackstone Memorial Library Association adopted by at least two-thirds (2/3) of the members of the Board of Trustees on May 17, 2012.

 

                                                            ATTEST:

                                                                        _________________________________

                                                                               Susan Barnes, Secretary