A. Election of Board Officers

The officers of the Board of Trustees shall be President, Vice President and Secretary selected from the membership of the Board. A nominating committee consisting of three members shall be appointed by the President in October. The committee shall present a slate of officers at the December meeting. Additional nominations may be made from the floor.

At the regular meeting in December of each year, the Board shall select from its membership a President, a Vice President and a Secretary who shall serve for a term of one year commencing January 1. Voting for officers will take place by secret ballot, unless the Board proceeds by acclamation.

The office of President, Vice President and Secretary shall be rotated among the Board members, limited to no more than two consecutive 1 (one) year terms unless there are extenuating circumstances.

B. President, Vice President and Secretary

A. Best Interest

Each Trustee shall represent the best interests of the Library. Trustees, in their fiduciary capacity, shall promote the highest level of Library service while observing ethical standards. Trustees shall avoid situations in which personal interests might be served or financial benefits gained at the expense of the Library. It is incumbent upon each Trustee to disqualify himself or herself immediately whenever the appearance of a conflict of interest exists. Trustees must distinguish clearly in their actions and statements between their personal and political philosophies and attitudes and those of the Library. A Trustee must keep confidential information confidential. Trustees must be prepared to support to the fullest the efforts of librarians in resisting censorship of library materials by groups or individuals. A Trustee shall perform the duties of a Trustee in good faith, in a manner the Trustee reasonably believes to be in or not opposed to the best interests of the Library, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.

B. Conflict of Interest

Trustees must avoid situations in which their personal interests' conflict with the needs of the Library, particularly with respect to decisions involving financial transactions entered into by the Library. Trustees shall avoid any situation in which there may be an appearance of a conflict of interest, and which might result in injury to the standing of the Board or Library in the eyes of the community. A conflict of interest shall be defined as any situation in which the personal interests of a Trustee might be served or the financial benefit gained at the expense of Library users or at the expense of the Library. A direct conflict exists whenever there is a proposed transaction or arrangement in which a Trustee has any actual or potential involvement, interest, relationship or gain. An indirect conflict exists in the following situations: when any party involved in a transaction with the Library is an entity in which the Trustee has a material ownership (i.e., no more than 5% equity interest) or financial interest; or if a Trustee has a business affiliation or family relationship with a party involved in a transaction with the Library. Should any Trustee perceive a direct or indirect conflict of interest, it must be brought to the attention of the Board immediately, and the Board shall examine the nature and extent of the potential conflict.

Under no circumstances shall any Trustee participate in any decision in which the Trustee has a direct or indirect conflict of interest. Any resolution shall hold the Library's interest paramount and shall maintain the highest level of integrity. The foregoing is intended to supplement but not replace any applicable federal or state laws governing conflicts of interest applicable to nonprofit and tax-exempt entities.

C. Ethics Statement

Should any Trustee perceive a direct or indirect conflict of interest, it must be brought to the attention of the Board immediately, and the Board shall examine the nature and extent of the potential conflict. If the Board determines that the extent of a Trustee's conflict of interest warrants disqualification from office, the Board may remove a Trustee from office by an affirmative vote of a quorum.

All Trustees of the Board are required to sign annually a copy of an ethics statement. The ethics statement shall conform substantially to the version set forth in Appendix A, and the Board may amend specific provisions as it deems necessary.

The ethics statement signed by each member of the Board of Trustees shall be maintained by the Director or Fiscal Officer.

A. Policies

The Board of Trustees shall have all of the powers granted to it by law and shall, in open meeting, determine and establish, in accordance with law, the basic policies of the Library with respect to (a) the appropriation and budgeting of funds; (b) the establishment and maintenance of the Library and Library services; (c) the acquisition, improvement, maintenance, insurance, use and disposition of properties; (d) the hiring, compensation and oversight of the Director and Fiscal Officer; (e) the selection, collection, lending and disposition of books and other Library materials; and (f) the acceptance of gifts.

The policies so determined and established by the Board shall remain in effect until changed or rescinded by further action of the Board and shall be administered by the Library staff. The Director and the Fiscal Officer shall keep a compilation of all operating policies established by the Board to be prepared and kept up-to-date and to be distributed to the members of the Board and to appropriate members of the Library staff, and to be kept available to the public.

B. Director

The Board of Trustees shall select and employ a qualified Director of the Library who shall serve as executive and administrative officer of the Library and be directly responsible to the Board.

The Director shall:

• Develop, coordinate, and deliver quality library services to the community
• Supervise the employment and direction of the Library staff
• Manage the Library building, facilities and equipment
• Administer the policies adopted by the Board
• Present reports to the Board on Library activities monthly
• Develop, with the assistance of the Fiscal Officer and Finance Committee, an annual Budget pursuant to which operations will be managed
• Manage the Library's public relations activities
• Direct the selection, acquisition and disposition of books and non-book materials within the annual appropriations adopted by the Board
• Work collaboratively with the Fiscal Officer to support the daily financial and administrative operations of the Library

An Interim Library Director may be appointed by the board in cases where a vacancy occurs.

C. Fiscal Officer

The Board of Trustees shall select and employ a Fiscal Officer who shall serve as the financial administrator of the Library and be directly responsible to the Board.

The Fiscal Officer shall:

• Manage the financial affairs of the Library
• Maintain financial records
• Ensure all financial accounting operations comply with State, Federal, and Local laws
• Present timely and accurate reports to the Board on Library financial activities
• Participate in long-range planning for the Library
• Perform duties required by Ohio law and Board policy
• Work collaboratively with the Director to support the daily financial and administrative operations of the Library

An Interim Fiscal Officer may be appointed by the board in cases where a vacancy occurs.

A Deputy Fiscal Officer, who may be a member of the Board of Trustees, may be appointed to serve for one year to assist in carrying out statutory fiscal responsibilities.

Standing Committees:

• Finance Committee
• Human Resource Committee
• Operations Committee

Foundation Liaison

In January, the board shall appoint one member to serve a two-year term as a board representative on the Stow-Munroe Falls Public Library Foundation Board.

A. Time and Notice

• The regular meetings of the Board shall be held each month. The date and hour are to be set by the Board at its annual meeting.
• The Board shall comply with Section 121.22, as amended, of the Ohio Revised Code (commonly known as the "Sunshine Law") in providing adequate public notice of all Board meetings to interested parties.

B. Executive Session

The Board may hold an executive session only after a majority to a quorum of the Board determines, by a roll call vote, to hold such a session and only at a regular or special meeting. The purpose(s) for holding such an executive session shall be as specified in Section 121.22 (f and g), as amended, of the Ohio Revised Code, and the purpose(s) shall be included in the motion to hold the session.

C. Virtual Meetings

Trustees may participate in meetings remotely only in accordance with the Board's adopted Virtual Meetings Policy. All procedures governing remote attendance, technological requirements, voting procedures, and limitations on virtual participation shall be governed by that policy.

D. Committee Meetings

If and whenever a meeting shall be called of a committee, the meeting shall be open to the public in accordance with Section 121.22 of the Ohio Revised Code, and notice of the time, place and purpose of the meeting shall be posted and given as in the case of a special meeting of the Board.

E. Place

All meetings of the Board shall be held at the Library unless another meeting place shall be fixed for a particular meeting by agreement of the Board.

F. Quorum

A quorum for transaction of business at any meeting shall consist of four members of the Board present in person. In the absence of a quorum, those present may recess the meeting without notice, other than announcement at the meeting, until a quorum is present.

G. Special Meetings

Special meetings may be called by the President, or at the request of three Board members, for the transaction of business as stated in the call for the meeting.

The business conducted at any special meeting of the Board shall be limited to the purpose stated in the written notice of such meeting.

H. Rules of Order

Where not otherwise governed by law or by these By-Laws, the proceedings of the meetings of the Board shall be in accordance with "Roberts Rules of Order" as currently revised and published at the time of the meeting.

I. Records of the Library – Public Information

All documents which are public record shall be available for review and inspection by any person upon reasonable request to the Director or Fiscal Officer provided viewing these records does not infringe on privacy rights of individuals.

J. Review of Records

The Board shall meet at least once every twelve months to oversee the Library's compliance with the Ohio Records Law per Ohio Revised Code 149.411.

K. Public Comment

Public comments should be directed to the Board. Individuals presenting concerns and/or questions to the Board may not receive complete answers that same evening. The Board will study and consider your concern and will either have a Board member or the Director contact you as soon as the information you require is available.

When you address the Board, please state your name or organization, if any, you represent. There is a five (5) minute limit on comments.

Any person, while being heard at a Stow-Munroe Falls Public Library Board of Trustees meeting, may be called to order by the Board President, or any Board member, for failure to be relevant to the business of the Board for vulgarity or personal attacks of persons or institutions.