BYLAWS
BOARD OF TRUSTEES
MAUD PRESTON PALENSKE MEMORIAL LIBRARY
ST. JOSEPH, MICHIGAN

Article I.  Establishment and Purpose of Bylaws

Section 1.  Name.  The Maud Preston Palenske Memorial Library was established by the virtue of the provisions of the City, Village and Township Libraries Act, 1877 PA 164, (“PA 164”) and pursuant to the contractual agreement for library services between the City of St. Joseph and St. Joseph Charter Township, dated February 7, 2005 (“Agreement”); further amended February 12, 2015.

Section 2.   Annual Review.  These Bylaws are rules governing the internal affairs of the Library.  The Bylaws should be reviewed annually.

Article II.  Board of Trustees Members

Section 1.   Board.  In accordance with the provisions of the Agreement, the Library Board of Trustees (or “Board of Trustees”) shall consist of five (5) members appointed by the City Commission of the City of St. Joseph and four members appointed by the Board of Trustees of St. Joseph Charter Township per the Agreement.  The Trustees shall serve three (3) year terms.  Members are eligible for reappointment.
Section 2.  Vacancy.   The office of Trustee becomes vacant when the incumbent dies, resigns, is convicted of a felony, is removed from office by the governor under section 10 of article V of the state constitution of 1963, or, except as otherwise provided in this subsection, ceases to be a qualified elector of the city or township in which he or she was appointed or elected.  In the event of a vacancy, the City Commission of the City of St. Joseph or St. Joseph Charter Township shall appoint a person to hold the vacant office for the unexpired term, depending upon which municipality is represented by the vacant position.
Section 3.  Duties.  The Board of Trustees has the authority to:

A. Adopt bylaws and rules for the Board’s governance;
B. Maintain control over the building and grounds of the Library;
C. Control the expenditure of all funds credited to the library fund;
D. Appoint, supervise, evaluate, discipline, or remove a Director;
E. Approve an annual library budget;
F. Adopt policies, rules and regulations regarding use of the Library.

Regular attendance at board meetings is vital to the effective functioning of the Board.  Attendance at meetings enables trustees to stay current with the activities of the library and with the condition of the library’s finances. 
In the event a board member is absent from three regularly scheduled meetings within a fiscal year, a written notice will be sent to the Board member by the Secretary of the Board.   A copy of the letter will be sent to the Board member’s municipality. 
As a courtesy Board members are asked to notify the Board president or the Library Director if they will not be able to attend a meeting.
Section 4.  Individual Authority.  Trustees shall have no authority as individuals, apart from that specified in these Bylaws or applicable law, but rather exercise their authority collectively with Board of Trustees action.

Article III.  Powers of the Board of Trustees

Section 1.  Authority.  The Board of Trustees may exercise any and all of the powers granted to it by PA 164 and federal and Michigan law.  If permitted by law, the Board of Trustees may delegate such powers to the Officers of the Board of Trustees and/or the Library Director as it deems necessary.

PA 164 Section 397.205 states: “The governing board shall make and adopt bylaws, rules, and regulations for its own guidance and for the government of the library and reading room, consistent with this act. The governing board has exclusive control of the expenditure of all money collected to the credit of the library fund, the construction of any library building, and the supervision, care, and custody of the grounds, rooms, or buildings constructed, leased, or set apart for that purpose. All money received for the library shall be deposited in the treasury of the city to the credit of the library fund, shall be kept separate and apart from other money of the city, and drawn upon by the proper officers of the city upon the properly authenticated vouchers of the library board. The governing board may purchase or lease grounds and occupy, lease, or erect an appropriate building or buildings for the use of the library; has the power to appoint a suitable librarian and necessary assistants and fix their compensation; and remove appointees. The governing board shall carry out the spirit and intent of this act in establishing and maintaining a public library and reading room. History: 1877, Act 164, Eff. Aug. 21, 1877;¾ How. 5179;¾CL 1897, 3453;¾CL 1915, 3435;¾CL 1929, 8063;¾CL 1948, 397.205;¾Am. 2014, Act 131, Imd. Eff. May 27, 2014.

Section 2.  Budget.  The Board of Trustees shall have the exclusive control of the budget of the Library.  The fiscal year of the Library shall be the annual period commencing July 1 and ending the following June 30. The Board of Trustees shall prepare and make available an annual budget.
Section 3.  Audit.  The Board of Trustees shall obtain an annual audit either by an independent certified public accountant selected by the Board, all in accordance with Michigan law or The Board of Trustees may authorize an audit of the Library Fund to occur at the same time and along with the audit of the City’s funds generally.

Article IV.  Officers

Section 1.  Officers.  Officers of the Board of Trustees shall be President, Vice-President, Secretary, and Treasurer.
Section 2.  Terms. Officers shall be elected at the annual meeting and serve until the next annual meeting.  Officers shall serve until a successor is appointed and serving. 
Section 3.   Vacancies in Office.  Vacancies in any officer position shall be filled by a majority vote of the Board of Trustees, with the exception of President, wherein the office of the President shall be filled by the Vice-President for the unexpired term.
Section 4.  President.  The President of the Board of Trustees shall preside at all meetings, works with the Director to prepare and distribute agenda, notify all members of regular or special meetings, appoint all committees, serve an ex-officio non-voting member of each committee, and generally perform any duties of a presiding officer.  In the absence of a President, the Vice-President shall preside over any meetings.  In the absence of each of these persons, a chairperson chosen by a majority of the Trustees present at the meeting shall preside over such meeting.
Section 5.  Vice-President.  The Vice-President shall perform the duties of the President in the President’s absence.  In case of resignation, disability, or death of the President, the Vice-President shall assume the office for the unexpired term.
Section 6.  Secretary.  The Secretary shall be a custodian of all records of the Board of Trustees and is responsible for all legal correspondence and keeping the minutes of the Board of Trustees meetings.  The Secretary shall see that all public notices of meetings are duly given in accordance with the provisions of these Bylaws or as required by law.  Any of these responsibilities may be assigned to the Library Director if the Secretary so directs.  In the event of his or her absence, the President shall appoint another Trustee to act as Secretary of a meeting.
Section 7.  Treasurer.    The Treasurer shall work with the City Treasurer to ensure that the Library Fund is being maintained and the moneys received by the Library are deposited into the Library Fund.  A record of all moneys received or deposited into the Library Fund, and all disbursements, sales and transfers from the Library Fund shall be kept by the Treasurer, and reported monthly to the Board of Trustees at its regular meeting.  In addition, the Treasurer shall perform such other duties as may be prescribed for him or her by state or federal law and these Bylaws.  With the approval of a majority of the Board of Trustees and if permitted by law, the Treasurer may delegate any of these responsibilities to the Library Director.
Section 8.  Conflicts.  The Board of Trustees shall not cause the Library to enter, directly or indirectly, into any contract or transaction with any Trustee or with any corporation, firm, association, or other entity in which one (1) or more Trustees have a material financial interest or in which one (1) or more Trustees are otherwise involved, unless authorized by and following the procedure, if any, set forth in Michigan law.

Article V.  Meetings

Section 1.  Regular Meetings.  The Board of Trustees shall hold, at the Library Building in St. Joseph, or such other location the Board of Trustees determines,  a minimum of (10) ten regular official meetings a year.  A schedule of the regular meetings for the year, including date, time and location, shall be set by the Board of Trustees at the annual meeting and posted in the Library no later than 10 days following the meeting.  Meetings may be cancelled by the President if a poll of the Board of Trustees shows a quorum will not be present.  Regularly scheduled meetings may be cancelled or rescheduled by action of the Board of Trustees.  If there is a change in the schedule of regular meetings of a public body, there shall be posted within three (3) days after the meeting at which the change is made, a public notice stating the new dates, times, and places of its regular meetings.
Section 2.  Special Meetings.  Special meetings may be called by the President, or upon written request of two (2) Trustees, for the transaction of business as stated in the call.  Notice stating the time and place of any special meeting and the purpose for which shall be given each member of the Board of Trustees at least 24 hours in advance of such meeting.  Notice shall be provided to the public in the format and manner as provided by the Michigan Open Meetings Act, including the time, place and purpose for which such meeting is called. 
Section 3.  Annual Meeting.  The annual meeting of the Board of Trustees of the Library shall be at the first regular meeting after July 1st of each year.
Section 4.  Quorum.  A quorum for transaction of business shall consist of simple majority (50% plus one) appointed or elected and serving. 
Section 5.  Order of Business

Agenda:
  Call to Order & Roll Call
  Approval of the Agenda
  Public Comment (Limited to 3 minutes)
  Review and Approval of Minutes

Treasurer’s Report
Unfinished Business
   Items for Discussion
   Items for Action
  New Business
   Items for Discussion
   Items for Action
  Director’s Report 
  Trustee Comments
Public Comment (Limited to 3 minutes)
  Adjournment

Section 6.  Board of Trustees Action.   Any Board of Trustees action, to be official, must be approved by a majority of members present at an official Board of Trustees meeting, unless otherwise required by law. 
Section 7.   Open Meetings Act.  Unless otherwise restricted by the By-Laws, meetings may be held in person or by means of electronic communication that enable all participants to communicate simultaneously with each other only as allowed in the current State law regarding the Open Meetings Act.   Any changes made to State laws shall be automatically adopted by these By-Laws so that current State law controls at all times.

Article VI.  Committees
Special Committees may be appointed by the President, with approval of the Board of Trustees, to serve until assignments are completed.  Unless otherwise directed, a committee’s assignment is limited to study and/or investigation and reporting and the committee is only advisory in nature.  Committee expenditures must be duly authorized by the Board of Trustees.  Any recommendation by a committee must be approved by the Board of Trustees.

Article VII.  Library Director
Section 1.  Appointment of Director.  The Board of Trustees shall have the right and duty to select, hire, supervise, evaluate, and terminate a Library Director (or “Director”).  The Library Director reports to the Board of Trustees and is accountable to it for the proper fulfillment of assigned responsibilities.  The Director shall be considered the executive officer of the Library and shall have charge of the administration of the Library within the framework of Board of Trustees policies and budget.  He/she shall attend all Board of Trustees meetings, unless otherwise directed by the Board of Trustees President. 
Section 2.  Duties.  The Library Director shall be in charge of the administration of the Library under the direction and review of the Board of Trustees.  The Library Director shall be responsible for:
A. Overseeing the care of the building and equipment;
B. The employment, development and direction of the staff;
C. The Library’s service to the community;
D. The annual preparation of a budget proposal;
E. The operation of the Library under the financial conditions set forth in the budget approved by the Board of Trustees;
F. The submission of the proposed budget to the Board of Trustees on or before its regular July meeting;
G. The written annual report of the Library, including the financial statements, when they are made available; and
H. Any other duty delegated by the Board of Trustees. 

Article VIII.  Amendments
These Bylaws may be amended at any meeting of the Board of Trustees by 2/3 of the Trustees appointed and serving provided that: 
A. A quorum is present; and
B. Notice of proposed amendments shall be given to members of the Board of Trustees at least one month prior to consideration of such amendments

Article IX.  Roberts Rules of Order
Except as herein otherwise provided, the Board of Trustees shall regulate its proceedings according to Roberts Rules of Order.

By-laws revised, amended and approved at a meeting of the Maud Preston Palenske Library Board of Trustees held:

Amended on April 16, 1991.
Amended on February 25, 1997.
Amended on August 24, 1999.
Amended and revised on August 22, 2000.
Amended on March 21, 2006.
Amended on May 28, 2013.
Amended on January 26, 2021.
Amended and revised on July 26, 2022.