Bylaws

GOVERNING AND PROCEDURAL BYLAW 2020-01

DEFINITIONS

“Board” means the Armstrong Township Public Library Board.

 “Board Member” means a member of the Armstrong Township Public Library Board

“CEO” means the Chief Executive Officer of the Armstrong Township Public Library Board. Commonly referred to as the “Head Librarian”

“Chairperson” means the Chairperson of the Armstrong Township Public Library Board.

“Clerk” means the Municipal Clerk of the township of Armstrong.

“Council” means the Municipal Council of Armstrong Township.

“Library” means the Armstrong Township Public Library

“Municipality” means the Corporation of the Township of Armstrong

“PLA” means Public Libraries Act, Revised Statutes of Ontario, 1990

“Secretary” means the Secretary of the Armstrong Township Public Library Board.

“Treasurer” means the Treasurer of the Armstrong Township Public Library Board.

 “Vice” means Vice Chairperson of the Armstrong Township Public Library board.

STATEMENT OF AUTHORITY

The Library is established in accordance with the PLA, and is under the management and control of the Board which is a Corporation operating under the authority of the PLA. The Board recognizes that the PLA sets out procedures for the appointment of members of the Board, the qualification of members, term of membership, disqualification of members, and vacancies on the Board. The Board adopts and follows all procedures laid out in the PLA and any additional statutes that may apply to the proper running of the public library, including the Accessibility for Ontarians with Disabilities Act and the Municipal Act 2001.

MISSION STATEMENT

Armstrong Township Public Library strives to promote resources and services aimed at enriching the intellectual and cultural lives of all its members, by providing materials suitable for leisure, learning and information, within a welcoming environment.

VISION

The Board shall seek to provide a comprehensive and efficient public library service that reflects the community’s unique needs.

PURPOSE AND RESPONSIBILITY OF THE BOARD

1.Bears legal responsibility for the Library.

2.Determines and adopts written policies to govern the operation of the Board and Library.

3.Engages with the community and understands the library-related needs of the community.

4.Sets the strategic goals and objectives of the Library and secures adequate funds to fulfil these goals.

5.Fixes the dates and times for regular meetings of the Board and ensures that full, comprehensive, and correct minutes are kept.

6.Appoints a competent and qualified CEO; evaluates and fixes the rate of pay of the CEO, and if necessary, dismisses the CEO.

7.Works with the CEO to prepare a budget adequate to carry out the library’s goals and objectives and presents this budget for the approval of council

8.Ensures that the Library and the Board operate with integrity and in accordance with the PLA and other applicable legislation.

9.Approves and submits all reports required or requested by Council or the Government of Ontario.

10. Works in collaboration with the CEO and Council

11.  Practices good governance and understands the scope of their authority

12. Evaluates and reflects upon the performance of the Board.

DUTIES OF INDIVIDUAL BOARD MEMBERS

1.         Each board member is expected to become a productive participant in exercising the duties of the board as a whole.

2.         Individual members of the library board are responsible for exercising a Duty of Diligence as follows:

a)         be informed of legislation under which the library exists, board bylaws, mission, vision and values

b)         be informed about the activities of the library and the community and issues that affect the library

c)         be prepared for all board meetings and

d)         attend board meetings regularly, contribute from personal and professional experience, and use meeting time productively

3.         Individual members of the library board are responsible for exercising a Duty of Loyalty, as follows:

a)         adhere to the regulations of the Municipal Conflict of Interest Act. R.S.O. 1990, c. M50

b)         act in the interest of the library members and community over and above other interest group involvement, membership on other boards, council or personal interest

c)         speak with “one voice” once a decision is reached and a resolution is passed by the library board

d)         represent the library positively to the community

4.         Individual members of the library board are responsible for exercising a Duty of Care, as follows:

a)         promote a high level of library service

b)         consider information gathered in preparation for decision making

c)         offer personal perspective and opinions on issues that are subject to library board discussion and decisions

d)         show respect for the opinions of others

e)         assume no authority to make decisions outside of board meetings

f)         know and respect the distinction in the roles of the library board with regard to governance and the employees, management and operations

g)         refrain from individually directing the Chief Executive Officer (CEO) and the employees

h)         respect the confidential nature of library service to users while being aware of, and in compliance with, applicable laws governing freedom of information

i)          resist censorship of library materials by groups or individuals

5. Board members will review and follow the Armstrong Township Public Library Board Code of Conduct. GOVERNANCE POLICIES/ Board Code of Conduct GOV-03

APPOINTMENTS TO THE BOARD

In accordance with the provisions of the PLA, the Board is composed of at least five (5) members. The Armstrong Township library board has five (5) members. The members shall be appointed by Council, by resolution, and named in Schedule “Battached hereto which may be amended from time to time by Council Resolution.  A member appointed to the Board shall hold office for a term concurrent with the term of Council, or until a successor is appointed, and may be reappointed for one or more further terms. PLA, R.S.O. 1990, c. P.44, s. 10 (3). At least one Board member shall be an elected member of Council. Council may hold one less than a majority of the available seats on the Board. All Board members are appointed by Council at the first regular Council meeting of the term. If the Council fails to make the appointments at its first meeting, it shall do so at its next regular meeting. The existing Board shall remain in effect until the first inaugural meeting of the new Board.  Prospective Board Members shall submit a notice of application to the Municipality to be considered for the following term or the remainder of term on the Library Board.

May 11 2020, By-law 2020-01 Governing & Procedural By-law amended to reduce the Board Composition to five (5) members.

QUALIFICATIONS OF BOARD MEMBERS

In accordance with the provisions of the PLA a person is qualified to be appointed as a member of the Board if they are:

1.  At least eighteen years old.

2. A Canadian citizen or permanent resident.

3. A resident of the Township of Armstrong.

4. Not employed by the Board or by the Municipality.

Appointments will be considered from Contract Municipalities subject to the eligibility criteria of the PLA.

DISQUALIFICATION OF BOARD MEMBERS

If a member of the Armstrong Public Library Board:

1. Is convicted of an indictable offence

2. Becomes incapacitated

3. Is absent from the meetings of the Board for three consecutive meetings without being authorized by a Board resolution

4. Ceases to be qualified for membership under clause 10 (1) (c) of the Public Libraries Act, R.S.O. 1990

5. Otherwise forfeits his or her seat

VACANCIES ON THE BOARD

When a vacancy arises in the membership of the Board, the CEO shall notify the Clerk in writing. Council shall, in accordance with the provisions of the PLA, promptly request nominations in a newspaper having general circulation and appoint a person to fill the vacancy and hold office for the unexpired term, except where the unexpired term is less than forty-five (45) days. When a vacancy occurs, the Board shall promptly notify Council of the vacancies according to the provisions of the PLA.  Under the PLA, it is the responsibility of the Municipal Clerk to give public notice of vacancies on the Board and it is the responsibility of Council to make appointments to the Board as quickly as possible.

ORIENTATION OF NEW MEMBERS

The CEO shall ensure that all new Board members receive an introduction to the Library, its facilities, staff and services. Each Board member shall receive the current Board Orientation Package. This package will include:

1. The Library’s by-laws and policy statements

2. Board Roles and Responsibilities

3. The Library’s current budget and Statement of Revenues and Expenditures.

4. A package of materials from the previous six months of Board meetings (minutes, reports, etc.)

5. The Board will also receive orientation and training opportunities as made available by the Municipality, Ontario Library Services –North, Southern Ontario Library Services, the Ontario Library Association, the Ontario Library Boards Association etc.

ELECTIONS OF OFFICERS

Elections for the positions of Chairperson and Vice-Chairperson shall take place at the inaugural meeting of the board.  

1. If more than one person has been nominated, the Chairperson shall be elected by secret ballot.

2. Following election of the Chairperson, he/she shall assume the Chair and call for nominations for Vice-Chairperson.

3. If the Chairperson is not present, the Clerk or CEO shall call for nominations for Vice-Chairperson and the election for Vice-Chairperson shall be conducted in the same manner as for Chairperson.

ROLE OF THE CHAIRPERSON OF THE BOARD

The primary role of the Chairperson of the Board is to ensure the proper functioning of the Board and the proper conduct of Board business, in accordance with appropriate legislation and prescribed rules of procedure. More specifically these duties are:

1.Presiding at regular and special meetings of the Board in accordance with the PLA and other relevant legislation, and in accordance to the rules of procedure adopted by the Board.

2.Serving as an ex-officio member of all Board committees. When a new board chair or president is elected or appointed, the past board chair or president loses ex-officio status on all committees when the term of office ends and the newly elected or appointed member becomes the ex officio on all committees.

3.Acting as one of the authorized signing officers of all documents pertaining to Board business.

4.Representing the Board, alone or with other members of the Board, at any public or private meetings or events for the purpose of conducting, promoting or completing the business of the Board or Library.

5.Forming and determining the responsibilities of committees.

6.Work with the Municipal Council to ensure that vacancies are filled as expeditiously as possible.

7. In addition, the Chairperson is responsible for advising the Vice-Chairperson, if for any reason the Chairperson is temporarily unable to perform these functions, as the responsibility of the Chairperson would fall to the Vice-Chairperson.

8. Reporting to Municipal Council annually or when necessary on the activities of the Board, annual budgets, or other financial reporting

ROLE OF THE VICE-CHAIRPERSON OF THE BOARD

In the absence of the Chairperson, the Vice-Chairperson of the Board acts as an official representative of the Library, and ensures the proper functioning of the Board and the proper conduct of Board business, in accordance with appropriate legislation and prescribed rules of procedure.

In addition, the Vice-Chairperson is responsible for:

1.Exercising all powers and performing all duties of the Chairperson, in the absence of the Chairperson.

2.Exercising such powers and duties as may, from time to time, be assigned by the Board.

ROLE OF THE TREASURER

The treasurer is responsible for handling all the financial affairs of the Board on behalf of and in the manner directed by the Board including opening an account or accounts in the name of the Board in a chartered bank, trust company or credit union approved by the Board; depositing all money received on the Board’s behalf to the credit of that account or accounts and disbursing the money as the Board directs. Maintaining accurate records and accounts of the financial affairs and providing the Board with such information with respect to the financial affairs.

ROLE OF THE SECRETARY

The secretary shall record all resolutions, decisions and other proceedings of the Board and keep original copies of all bylaws, policies and minutes of every board meeting in the library’s permanent records. The secretary shall ensure that the minutes of all library board meetings, including committees thereof, are provided to the municipal clerk. The secretary shall also conduct the Board’s official correspondence.

CHIEF EXECUTIVE OFFICER

In accordance with the PLA, s. 15(2) The Board shall appoint a CEO who shall attend all Board meetings. The Board delegates the authority for the library management, operations and services to the CEO. The CEO has general supervision over and direction of the operations of the Library including the staff thereof, and shall perform such other duties as from time to time may be conferred upon or assigned to him or her by the Board. The CEO may, together with the Chairperson of the Board, represent the Board before the appointing council and during meetings with the Mayor and Council. The CEO Shall report to the Board on the affairs of the Library and make such recommendations as deemed necessary. The CEO may also serve as Secretary-Treasurer of the Board, as permitted by the Public Libraries Act, s 15(5). The Board shall establish a job description, hours of work and salary for the position. The job description shall clearly list the duties assigned to the position and establish the reporting relationships of the CEO. The Board shall conduct an annual evaluation of the performance of the CEO to aid in setting objectives for the next year.

COMMITTEES OF THE BOARD

The purpose of committees is to facilitate the conduct of the business of the Board. The committees review all materials referred to them by the Board, prepare reports and recommendations in their area to be presented to the Board, and recommend items for budget inclusion which they wish carried forward in the next year. The Board may, at any regular meeting, appoint the following standing committees: a) Finance b) Property c) Planning and Policy d) Personnel.  At the first meeting of each committee, a Committee Chairperson shall be elected from the committee. The Chairperson of the Board shall be an ex-officio member of all committees. Meetings of committees may be called by the Chairperson of the committee or by a majority of the members of a committee. Committees shall operate within the terms of proceedings established and approved by the Board. The terms of reference may be amended on a majority vote by the Board. Ad-hoc committees may be appointed to deal with specific, non-regular items of business.

PERSONNEL COMMITTEE

The Personnel Committee will be composed of the Library Board Chairperson and two other board members. The Personnel Committee will be responsible for not only hiring a CEO, but also for performing an annual performance evaluation for the CEO. The Personnel committee will provide feedback to the Municipal Clerk and any wage increases or human resource requirements will be determined at that time.

FINANCE COMMITTEE

The role of a Finance Committee is to work closely with the CEO every year to produce a draft operating budget. The draft budget may be presented to the Board by the November regular Board meeting. The Finance Committee would meet as necessary until the budget is accepted and approved by Council and no further revisions are needed. Following the completion of the operating and capital budget for the upcoming year, the Finance committee would continue to meet, as required, when issues regarding finance arise that warrant a meeting.

PROPERTY COMMITTEE

The role of a Property Committee is to present solutions and recommendations to the Board concerning any of the following:1) Issues relating to the building housing the library including maintenance affecting safe operation of the facility. 2) Concerns regarding space and facility requirements such as accessibility standards, renovation proposals, and 3) Any other issues pertaining to building, grounds and/or maintenance, enjoyment of, and future facility needs of the Library.

PLANNING AND POLICY COMMITTEE

A Planning and Policy Committee is responsible to the Library Board for making recommendations to the Board concerning Board policy and planning. Specific duties are as follows:1.Recommend rules of conduct and procedure (by-laws) for the Board2.Assess the Board’s mission statement, goals and objectives and make recommendations for revision and change 3.Regularly assess current Board policy in relation to the Library’s mission statement and goals and objectives and make recommendations for revision and change 4.Assess client needs in the community served by the Library through the preparation and implementation of a community needs assessment study. 5.Assess the services of the Library in light of assessed client needs and make service and budget recommendations to the Board. 7.Recommend rules and regulations governing use of the Library by the community and appropriate open hours for serving the community. The CEO shall attend all meetings of the Committee and record the minutes. The Committee shall report its findings and recommendations at the next regular meeting of the Board.

BOARD MEETINGS / CLOSED SESSION

In accordance with the PLA, s.14(1) the CEO shall call the inaugural meeting of the Board at the start of each new term upon receipt of the confirmation of appointments from the Clerk. The Inaugural meeting refers to the meeting immediately following the first regular meeting of Council. The Board shall hold at least seven (7) meetings per calendar year in accordance with the PLA. The Board shall meet from January –June and September –December. A regular time and date for meetings for the year shall be set at the first meeting of the year. Regular meetings will be held in the Library. The chair or any two members of the Board may summon a special meeting of the Board by giving each member reasonable notice in writing, specifying the purpose for which the meeting is called. In accordance with the PLA, s. 16.1 (2) all meetings of the Board are open to the public. A meeting or part of a meeting may be closed to the public when dealing with information about an identifiable individual as specified in the Municipal Freedom of Information and Protection of Privacy Act or other subject matter as outlined in PLA. s.16.1(4). Motions are required to move proceedings of the Board meeting in camera and to return from in camera. Before holding a meeting or part of a meeting that is to be closed to the public, a board or committee of the board shall state by resolution that they are (A) holding a closed session, and (B) the general nature of the matter to be considered at the closed meeting. All non-members of the Board must leave the meeting during the in camera period. This may include staff depending on the purpose of the closed session. Any motions arising from this in camera discussion must be made only after the Board has returned to normal proceedings. If the staff are asked to leave the closed session and the CEO holds the position of secretary, the board shall select a temporary secretary from the board to take minutes during the closed session. The minutes of a closed session shall not be published in the general minutes of the meeting. They shall be kept secure in a closed file held by the Chairperson of the board.

Board members shall have a package of materials relevant to the regular Board meetings, available in their email inbox or file folder at the library, which shall include all materials pertinent to the Board agenda. Every effort will be made to provide this material four (4) business days prior to the scheduled meeting.

ORDER OF PROCEEDINGS/ QUORUM

As per the PLA. P. 44 Section 16(5) “The presence of a majority of the Board is necessary for the transaction of business at a meeting”. Meetings shall be called to order as soon after the hour fixed for a meeting as a quorum is present. For all meetings, a quorum shall be half the voting members of the Board, plus one. If a quorum of voting members is not present, the chair cannot call the meeting to order. If the quorum is lost during the course of a meeting, no further business may be transacted. The meeting shall be deemed to be adjourned. Where a quorum is not present within fifteen minutes after the hour fixed for a meeting, the Secretary shall record the names of the Board members present and the meeting shall stand adjourned until the next meeting or until a special meeting is called. If notified by a majority of Board members of their anticipated absence from a meeting, the Secretary shall notify all members of the Board that the meeting is cancelled. In the absence of the Chairperson, the Vice-Chairperson shall preside.

The order of business for all regular meetings of the Board shall be as follows:

AGENDA

  1. Call to order
  2. Roll Call
  3. Approval of the agenda- new business to add declared
  4. Declaration of conflict of interest
  5. Delegations
  6. Minutes of the previous meeting
  7. Financial Report
  8. Report by the CEO
  9. Business from previous meeting
  10. Policy Review and updates
  11. Correspondence
  12. New Business
  13. Adjournment

DELEGATIONS TO BOARD MEETINGS

Any person or organization wishing to appear as a delegation before the Board shall submit a written request to the attention of the Secretary of the Board prior to the regular monthly meeting of the board. The request must indicate the subject matter and particulars upon which the delegation wishes to make the presentation. The Board Secretary is given the power to use discretion in granting approval to a delegation.

ATTENDANCE AT MEETINGS

Regular attendance of all Board members at Board meetings is vital to the satisfactory conduct of Board business. In the event that a member must be absent from any meeting, that member shall notify the Secretary prior to the day of the meeting. In accordance with the Public Libraries Act, s. 13, should a member be absent for three (3) consecutive meetings, the Board shall consider the circumstances of the absence and either: a) Notify Council that the seat is vacant, or b) Pass a motion authorizing that person to continue as a Board member until the next meeting.

CANCELLING MEETINGS

If a meeting should require a cancellation, the Secretary shall notify the board via email or telephone that the meeting is cancelled.

CONFLICT OF INTEREST

Any member of the Board who has a pecuniary interest, either personally or through the member’s family, in a matter under consideration; the member shall, at the first opportunity, disclose the nature of that conflict to the Board. Any member who has declared a conflict of interest shall refrain from voting on or participating in the matter in any way (and in meetings not open to the public, remove him or herself from the meeting room) and shall refrain from any attempt to influence the voting on the matter in question. Every disclosure of interest shall be recorded in the minutes of the meeting by the Secretary of the Board.

MINUTES OF MEETINGS

The Secretary shall keep accurate minutes of each meeting of the Board and will strive to make available the draft minutes to all Board members four (4) days in advance of the next regular Board meeting. The draft minutes of each meeting shall be approved, or amended and approved, at the next regular meeting of the Board. An approved draft of the minutes of each meeting shall be filed by the Secretary with the Library’s permanent records.

FINANCIAL YEAR

The Financial year of the Armstrong Township Public Library Board shall be the 1st day of January until the 31st day of December of each year.

SIGNING OFFICERS OF THE BOARD

The main signing officers shall be the Chairperson, the Vice-Chairperson, and the CEO. The Board may appoint such other signing officers as circumstances warrant.

AUDITS

The accounts of the Board shall be audited by auditors appointed by the Municipality at the conclusion of each financial year. The Treasurer of the Board shall annually receive copies of the Library’s audited financial statement from the Municipality, distribute a copy to each Board member and the CEO, and file two copies with the Library’s official records.

AMENDMENTS TO POLICIES

A motion to amend or remove a policy of the Board shall require a majority vote of at least two thirds of the members in order to be carried, providing that notice has been given at the previous meeting of the Board. The Planning and Policy Committee of the Board may review all by-laws regularly, and make such recommendations to the Board as is deemed.

APPROVAL OF EXPENDITURES

The Board shall give prior approval for expenditures in excess of five hundred dollars which has not already been explicitly approved in the budget. All individual purchases in excess of $500 shall be presented along with 2 or 3 quotes for board approval and in accordance with the municipal procurement policy.

The library staff shall be authorized to spend up to $500 on books and videos as needed without prior board approval.

REIMBURSEMENTS OF EXPENSES

The Board shall, upon submission of receipts and expense form, reimburse its members for travel and other expenses incurred in carrying out their assigned duties as members of the Board. R.S.O. 1990, c. P. 44, s. 18. Expense Forms must be approved by the Chairperson.

The Board shall, upon submission of receipts and expense, reimburse the library staff for expenses incurred while attending conferences, seminars, meetings and training on behalf of the library.  PLA. 44, s. 18.  Expense Forms must be approved by the Chairperson.

Per Diem:

Meals per diem rates as follows:        Breakfast $10/day

                                                            Lunch $15/day                       

                                                            Dinner $25/day          

Mileage to be paid the current Municipal rate of reimbursement during the time of travel. As of Feb 2020: 50 cents/km.