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Library Trustees Association of New York State
September, 2015

Article I
Name and Purpose

Sec.1.    The name of the corporation shall be Library Trustees Association of New York State (hereinafter, “LTA” or “Corporation”).

Sec.2.    The purposes of the Library Trustees Association of New York State are:
To collect and disseminate information as to the services and activities of libraries and as to ways in which they may be improved or extended
To foster, encourage and promote the further development of library services and activities throughout the State of New York, particularly those which may be provided for the public generally
To cooperate with boards of trustees of libraries, librarians and state and local officials in planning, establishing and operating regional and county libraries.

Article II

Sec.1.    There shall be three classes of membership: local library boards, library system boards and individuals. Trustees serving on library boards (local or system) automatically become members when their board joins LTA. A retired trustee or an active trustee whose local or system board is not an LTA member is eligible for individual membership.

Sec. 2    Members shall be entitled to receive benefits as offered by LTA from time to time as determined by the Board of Directors. Membership shall not confer any voting rights.

Sec. 3    The dues structure shall be set by the LTA board and will be presented to the membership at the Annual Meeting. It shall be published and become effective on January first of the following year.

Article III
Meetings of Members

Sec. 1    General meetings of the membership may be called at the discretion of the LTA Board of Directors.
Sec. 2    An annual meeting of the membership will take place at a time and location to be determined by the board with the intention of maximizing the participation of the membership. Notice of this meeting shall be given as in Section 1 above.


Article IV

Sec. 1    The corporate powers of the LTA shall be vested in a Board of Directors, each elected to a three-year term. Service shall be limited to three consecutive, three-year terms within a ten (10) year period. The term of all Directors is based on a calendar year (January – December) and will start dated forward or backward to the closest January from their election. Until his/her term is officially begun, the newly elected director may not vote.

Sec. 2    Nominations to a term on the LTA Board of Directors shall be referred to the Nominating Committee. The Nominating Committee shall make recommendation(s) to the Board of Directors at any regular Board of Directors meeting, and such vacancy/ vacancies may be filled by a majority vote of those Board members present.

Sec. 3    A nominee must be a trustee of a member library board at the time of election. A Director no longer a member of a library board may continue on the LTA Board for the remainder of their term and may continue to represent the system of his/her original library board. There may be no more than one (1) Director from any given library system.
    A Director elected to fill a vacancy caused by the resignation, death, or removal of a Director shall serve the balance of the term of the Director whom they have been elected to replace. This period will not count towards the new Director’s overall term limit.
    If a Director moves into a new system region but is still a trustee of the original library, he/she may continue to represent the original library system for which they were elected for the remainder of their current term.

Sec. 4 Any Director may resign by written notice to the President of the Board, or may be removed for cause by a vote of two-thirds of the Directors.

Sec. 5    The LTA Board membership will consist of no less than five (5) and no more than fifteen (15).

Sec. 6    Directors shall serve without compensation, and no Director shall directly or indirectly receive any profit from his/her position as such. Reasonable expenses incurred by Directors in the performance of their duties may be reimbursed when approved by the President or by the Board of Directors.

Sec. 7    If any Director fails to attend three consecutive meetings without notification, whereby such notification shall be considered an acceptable excuse, that Director shall be deemed to have resigned. The Board has the authority to reinstate said Director upon acceptance of justification for such absences.

Sec. 8    The Corporation shall provide Directors and Officers Insurance and may appoint and pay for legal counsel as needed.

Sec. 9    The Board of Directors may secure the services of an Executive Director. The Executive Director shall sit as an ex officio, non-voting member of the Board of Directors.
    The appointment and contract with the Executive Director shall be confirmed by the Board of Directors. The term of a personal services contract with an Executive Director shall not exceed twelve (12) months and may be renewed annually.

Article V
Meetings of Directors

Sec. 1    Meetings of the Board of Directors shall be held a minimum of four (4) times each calendar year.

Sec. 2    All meetings shall be open to the membership with the exception of executive sessions.

Sec. 3    Notice of an Annual or of any special meeting of the Board of Directors shall be given electronically or by mail by the Secretary not less than ten (10) days before the time fixed for the special meeting, and not less than twenty (20) days before the Annual Meeting, to the last known email or mail address of each Director.

Sec. 4    At any meeting of the Board of Directors, those Directors present shall constitute a quorum necessary for the transaction of business, provided a minimum of five (5) Directors are present. An affirmative vote equal to a simple majority of the quorum shall be required to carry a motion. At all meetings of the Board, each Director present shall have one vote. In accordance with New York State Laws, there shall be no voting by proxy.

Sec. 5    Special meetings shall be for the transaction of only such business as is stated in the notice of the meeting.

Sec. 6    The latest edition of Robert's Rules of Order shall be used as a guide for the transaction of business.

Article VI

Sec. 1    The officers of the LTA shall be a President, a Vice President, a Secretary and a Treasurer. All shall be elected annually by the Board of Directors with the term of office being one year commencing on January 1. The number of one-year terms of office in any given office shall not be restricted. All Officers shall be members of the Board of Directors.
    The Nominating Committee shall circulate to the Board of Directors the names and addresses of each Director who has expressed interest in an officer’s position at least thirty (30) days before the Board holds its annual elections. Nominations from the floor are permitted immediately prior to the election of officers.
Sec. 2    All officers shall hold office at the pleasure of the Board or, until qualified successors have been elected or appointed.

Sec. 3    The President shall be the Chief Executive Officer of the LTA and shall preside at all meetings.

Sec. 4    In the absence or disability of the President, the Vice-President shall preside. In the absence or disability of both the President and Vice President, the President may appoint at Chairman pro tempore to moderate a meeting.

Sec. 5    The Secretary shall be responsible to confirm by signature, notices of all elections, and shall perform such duties that may be delegated to this officer by the Board of Directors.

Sec. 6    The Treasurer shall, with the assistance of the LTA Executive Director, present financial reports, review fiscal policies, procedures and expenditures and perform such other duties as may be delegated by the Board of Directors.

At the Organizational Meeting of the Board, the Treasurer shall be confirmed to sign all checks and other necessary financial documents for the function of the LTA. The signatures of the President and the Vice-President shall be on file at the LTA’s bank or other financial institution whereby any one of these three signatures shall be valid should the Treasurer be unable to perform his/her duties.

Article VII
Executive Committee

Sec. 1    The Executive Committee shall consist of the President, the Vice-President, the Secretary and the Treasurer. This four-member Executive Committee shall exercise such duties as the Board of Directors may assign. The Executive Committee shall have the authority to act on behalf of the LTA when it is not possible to call a special meeting to resolve any emergency matter.

Sec. 2    The Executive Committee shall notify the Board of Directors of any emergency action it has taken on behalf of the LTA within seven (7) days of the decision to take such action. Final approval of such actions shall be given by the Board of Directors at its next meeting.

Article VIII

Sec. 1    The President shall annually appoint members of the Board of Directors to serve on the following Committees of the Board:
Legislation and Policy

The President shall appoint the chair of each committee and shall determine the number of Directors serving on each committee. The President may appoint ad-hoc committees as necessary. Committee assignments will be for the calendar year. The President shall be an ex officio member of all committees.

Article IX
Reciprocal Representations

Sec. 1 The immediate Past President of the LTA or a representative of the LTA designated by the President may attend meetings of the NYLA Council as a non-voting representative
of the LTA. Expenses for such attendance shall be reimbursed by the LTA. A representative of NYLA is invited to sit as a non-voting member of the LTA Board of Directors, with any expenses for such representation to be reimbursed by NYLA.

Sec. 2    A representative from other library related organizations may be considered as a liaison to the LTA. The President may appoint a member of the Board of Directors to act as a liaison to other library related organizations.

Article X
Funds and Securities

Sec. 1    The funds belonging to the LTA shall be deposited in a general account or accounts in such financial institutions as shall be designated annually by the Board of Directors. .

Sec. 2    The LTA Executive Director shall be allowed to authorize checks up to an amount that shall be determined by the Board of Directors (the “floor limit”). Disbursements in excess of this designated amount shall be signed by either the President or Treasurer.
Checks to cover installments of annual contracts that have been set by the Board, regardless of the amount, shall require the signature of the Treasurer.

Sec. 3    The accounts of the LTA shall be reviewed annually by a certified accountant and a report of this review shall be presented to the Board of Directors promptly thereafter.

Sec. 4    The LTA Executive Director shall be bonded.

Sec. 5    The securities belonging to the LTA shall be managed according to the Investment Policy.

Sec. 6    The Finance Committee shall review the LTA investments annually and report the results of that review to the Board in accordance with the investment policy.

Sec. 7    Members of the Board of Directors shall receive a proposed budget for the following fiscal year prior to the fall Board meeting. Discussion of the budget shall be placed on the agenda of that meeting. The Board shall adopt a budget for the following year at the last Board meeting of the year.

Article XI
Property and Dissolution

Sec. 1    The interest of a member in the property of the LTA is limited to its use for LTA’s purposes. If the LTA is dissolved, all its property not needed for the payment of its debts and expenses shall be transferred or conveyed to one or more organizations that engage in activities related to library improvement or development and that qualify for exemption under section 501(c)(3) of the Internal Revenue Code for 1954, or similar statutes hereafter enacted.

The Board of Directors shall select the organizations to which such transfer or conveyance is made and shall determine how such property is to be apportioned between them. In the absence of such a section or determination by the Board, it may be made by a court of competent jurisdiction.

Article XII

Sec. 1    These By-Laws may be amended at any regular meeting of the Board of Directors by a simple majority vote of the members of the Board as outlined in Article V, Section 4, provided each amendment has been discussed at a previous meeting of the Board. The proposed amendment(s) shall be presented in writing at least thirty (30) days prior to the meeting at which they will be discussed.


Revised and adopted March 2010
Revised and adopted March 2011    
Revised and adopted March 2012                    
Revised and adopted September 2012
Revised and adopted November 2012
Revised and adopted January 2014
Revised and adopted March 2014
Revised and adopted October 2, 2015

(Charter amended to: Library Trustees Association of New York State, 06 Feb 2010)
(Charter amended to: New York State Association of Library Boards, 21 Sep 1973)
(Chartered as: Library Trustee Foundation of New York State, 25 Feb 1949)

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