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(All questions are handled with appropriate discretion. The questions posted in Mr. Eisner’s columns are generalized frequently asked questions.)
A. Yes, a library board may meet less often than specified in its by-laws, but not less often than once a quarter. However, both association and public library boards may not transact business by taking votes by email or telephone as a substitute for actually convening a public meeting in compliance with the requirements of the Open Meetings Law (OML).
General- A library board needs to carefully consider the pitfalls which might be encountered if the number of board meetings is reduced. If the board’s current by-laws specify a number of meetings which is different than the reduced number a majority of the board proposes, the by-laws need not necessarily be changed at that point. At a board meeting legally convened in accordance with the requirements of the OML, the board could by resolution set up a schedule of the dates of such proposed public meetings for the next 12 months, reserving to itself the option of reviewing the matter at a future date to determine whether such a schedule has met the need for the board to responsibly transact routine library business, including payment of bills (see 2 below).
This resolution should also indicate who and under what circumstances and for what purposes a meeting of the Board would be convened if a situation arose which required a meeting in addition to those scheduled as listed in the resolution.
A board must bear in mind that it cannot abrogate its responsibility as the policy making body. It can delegate authority, but not responsibility. In order to accomplish a valid delegation of authority, prudence would dictate that the board consult with counsel and the library director to define those situations constituting an “urgency” which would require a meeting in order for the board to make a decision which the board for whatever reason would not wish as a matter of policy to entrust to the library director, a designated board member, or a committee of two or more board members. There is a difference between an “emergency” and an “urgency”. The latter could best be dealt with as suggested by the following:
For example, as an alternative, perhaps greater latitude could be accorded the library director to allow him/her to make decisions regarding expenditure of funds or to take action on matters which customarily have been reserved to the board.
In any event, the board should adopt a policy statement which contains definitions of those situations which would encompass matters not foreseen or not covered by previous experience, and which either allow the library director latitude in coping with them, or would require that the board to convene to handle such matters or matter. An “urgency” should not be confused with an “emergency”.
For example, if as a matter of recorded policy the board agrees that in between required board meetings as set forth in the previously referred to schedule, the library director may make expenditures not to exceed a certain limit, such action would be subject to a post audit by the board. Similarly, an action taken by the library director in accordance with the suggested adopted policy allowing him/her the latitude to make certain decisions without the necessity of the board convening a meeting could also be reviewed by the Board in order to strengthen, modify or amend that policy in light of the experience gained from the event which caused such a review by the Board to be considered.
PART II: For additional considerations concerning this subject, please visit: www.librarytrustees.org and search for the “Ask Joe” page under the “Resources and Links” page.