from Restated Bylaws
(as adopted by the Board of Trustees on May 16, 2008)
ARTICLE II Board of Trustees
Section I. Powers - Management of the business, property and affairs of BCR shall be vested in and controlled by the Board of Trustees. In addition to powers granted by the Articles of Incorporation and these Bylaws, the Board of Trustees may exercise all such powers and perform all such lawful acts as are not prohibited by statute or by the Articles of Incorporation or by these Bylaws.
Section II. Membership - The Board of Trustees, drawn from members of BCR, shall be composed of the Chief Officer of each state library agency member or a representative Trustee in the employ of the state library agency who is designated by the Chief Officer, five Representative Trustees, and three At-Large Trustees. The Representative Trustees are elected by members of the type of libraries they represent: research (accredited doctoral-granting institutions), academic (all other academic libraries), schools, public, and special (not fitting into any other representative type); the three At-Large Trustees shall be elected by all members.
Section III. Nominations - A Nominating Committee shall be appointed by the Board Chair and approved by the Board in the final quarterly meeting of the calendar year to serve during the next calendar year. The membership of this committee shall consist of one Board Trustee who will serve as committee chair and non-Board Trustees from four member states assigned alphabetically on a rotating basis. This committee shall solicit the names of qualified candidates; and develop a slate of qualified candidates for each vacancy. Write-in candidates may be nominated by submission of a petition signed by ten BCR members to the chair of the Nominating Committee.
Section IV. Elections - The entire ballot, containing the Nominating Committee slate of candidates, as well as write-in candidates, will be distributed to all BCR members on April 1. In the event of a tie, a coin toss will determine the outcome. Member libraries will vote only for that Representative Trustee that represents their type of library and the At-Large Trustees.
Section V. Vacancies - Any vacancy on the Board of Trustees for a Representative or At-Large Trustee that occurs before the end of the term of office of that Trustee may be filled by appointment by the Board of Trustees for the remainder of the term according to Section VII below.
Section VI. Removal - Any Representative or At-Large Trustee who does not perform the function of office by virtue of absence at two successive meetings without due cause, removal from the geographic area or changing type of library, may be removed from office by a majority vote of the Board of Trustees. The Board of Trustees may also remove Trustees at any time for cause, by an affirmative vote for removal by three-fourths of the remaining Trustees of the Board of Trustees. Any vacancy occurring by such removals shall be filled in a manner prescribed in Section VII below.
A. The Chief Officer of a state library agency with a statewide membership in BCR shall remain a Trustee during his or her tenure as Chief Officer at that agency unless the Chief Officer designates another employee of the state library agency as the Trustee. Trustees representing state library agency member institutions shall serve for one year, beginning on July 1, and may be reappointed each year with no term limits throughout the duration of the full state membership agreement between BCR and the state represented. Should the designated Trustee leave the employment of the state library agency, the Chief Officer will appoint a new representative to fill out the term of office. In the event that a Chief Officer Trustee vacates his or her position at the state library agency, the interim Chief Officer shall fill the Trustee position unless he/she chooses to appoint another representative from the agency.
Representative and At-Large Trustees may resign at any time by rendering to the Chair of the Board of Trustees a written resignation, which will be effective upon acceptance. A vacancy on the Board of Trustees of a Representative or At-Large Trustee prior to the end of their term of office shall be filled by appointment made by the Board Chair and ratified by a two-thirds majority vote of the remaining Trustees.
B. Representative and At-Large Trustees shall be elected for two-year terms at an election to be held during the fourth quarter of each fiscal year and shall serve no more than two consecutive terms. The terms of Representative and Trustees-At-Large shall begin July 1 of the year of election.
Section VIII. Board Meetings - The Chair of the Board of Trustees may call meetings of the Trustees at such time and place as deemed necessary. Notice of said meetings of the Board of Trustees shall be given by the most expedient means under the circumstances, but, if possible, at least two weeks before the meeting. The Board of Trustees shall hold at least four meetings each year, such that at least one meeting is held in each calendar quarter. The last regularly scheduled meeting held prior to the first day of July of each year shall be designated the Annual Meeting. Meetings may be held via conference call, webinar, videoconference or other electronic means. Meetings of the Executive Committee may be held in place of Board of Trustees meetings as outlined in Section XII below.
Section IX. Quorum - A quorum of the Board of Trustees shall consist of a simple majority. A majority vote of those present either in person or by conference call, webinar, videoconference or other electronic means, providing there is a quorum, shall be sufficient to transact all business, unless excepted by these Bylaws, and be an act of the Board of Trustees and BCR. Except as may be otherwise specifically provided for by statute, the Articles of Incorporation, or these Bylaws, Robert's Rules of Order shall prevail.
Section X. Committees - Committees may be established by the Board of Trustees, which may delegate to such committees, or to the officers of the Board of Trustees of BCR, such powers and duties as the Board of Trustees may designate. The Chair of the Board of Trustees, or his or her designated authority, shall appoint all members of the committees.
Section XI. Fees - The Board of Trustees may determine, establish, and assess membership, participation, and other fees as necessary to fund the services and operations of BCR.
Section XII. Executive Committee - The Board of Trustees may, at its discretion, establish an Executive Committee to perform with the authority of the Board of Trustees. The Executive Committee shall consist of the Chair, Vice-Chair, and three other Trustees, each elected to a two-year term by a majority of the Board of Trustees, and of which no less than one and no more than three will be state library agency representatives. The Executive Committee may meet in place of the Board of Trustees, but the Board of Trustees shall meet at least semi-annually.
Section XIII. Authority - Authority to make disposition of funds or property in accordance with the recitation of objects, purposes and powers contained in the Articles of Incorporation of BCR shall be in the Board of Trustees. Such authority may be delegated by an instrument in writing to such officer or officers, or committee or committees composed of Trustees, as the Board deems desirable or convenient.
Section XIV. Compensation - Trustees shall not receive any stated salary or fees for their services as such, except that they may be reimbursed for actual approved expenses incurred in the performance of same for BCR.
Section XV. Conflict of Interest - Trustees shall disclose any conflict of interest or potential conflict of interest to fellow Trustees. No Trustee, the entity by whom he/she is employed, or any other affiliate of the Trustee, shall receive benefit, monetary or otherwise, as a result of the Trustee’s involvement with BCR without the Board of Trustees’ explicit approval.
