Bylaws of the Board

Bylaws of the Board of Library Trustees Calvert County

13 November 2020

ARTICLE I: NAME

The name of this Board shall be the Board of Library Trustees for Calvert Library,
hereinafter “the Board” and “the Library”.

ARTICLE II: PURPOSE

The Purpose of the Board is to formulate and determine policies and procedures with
regard to management, budgetary, personnel, and other matters, and the proper delivery
of library and informational services to the benefit of the Calvert County community.

ARTICLE III: TRUSTEES

SECTION 1: APPOINTMENT
The Board shall be comprised of seven (7) Trustees, nominated by the Board and appointed
by the Board of County Commissioners of Calvert County, in accordance with the
provisions of Section 23-303, Title 23, Division IV, Education, of the Annotated Code of
Maryland. No one who is not a resident of Calvert County and no employee of the Library will be
nominated by the Board.

SECTION 2: TERM AND VACANCIES
a. A Trustee serves for a term of five (5) years.
b. A Trustee may be reappointed for a second term, but may not serve more than two
(2) terms consecutively.
c. A Trustee appointed to fill a vacancy in an unexpired term is eligible for
appointment to serve two (2) additional consecutive terms.
d. A nomination to fill an unexpired term will also be a nomination to fill one of two
additional consecutive terms as well.

SECTION 3: COMPENSATION
The Trustees serve without compensation.

SECTION 4: ATTENDANCE
Any Trustee who fails to attend at least half of the scheduled meetings of the Board during any
calendar year shall be considered to have resigned from the Board.

SECTION 5: REMOVAL
The Board, by majority, may recommend to the Board of Calvert County Commissioners that a
Trustee may be removed from the Board for malfeasance or any such activities inimical to the
purpose of the Board.

ARTICLE IV: OFFICERS

SECTION 1: APPOINTMENT
The Officers of the Board shall be chosen by the Board at the first meeting of the calendar year,
which shall also be the Annual Meeting of the Board. Officers shall be President, Vice President,
and Secretary.

SECTION 2: TERM
The term for an Officer is one (1) year and said Officer may not serve more than three (3) terms
consecutively.

SECTION 3: DUTIES
a. The President shall preside at all meetings, appoint all committees, and authorize calls
for any special meetings, and generally perform all duties of a presiding officer.

b. The Vice President shall perform all duties and functions of the President in the
event of the absence of the President or his/her inability to serve.

c. Secretary: In the absence of the Chair and/or Vice-Chair, the Secretary will perform those
duties. The Secretary shall ensure compliance with the notice and agenda requirements of
the Open Meetings Act; the Secretary shall see that adequate minutes of the meetings of the
Board are prepared and posted; see that all notices of meetings are duly given in accordance
with the provisions of the bylaws or as required by law; shall see that adequate notification of
a pending Trustee term limit is given and complies with both county requirements and library
bylaws, and shall be responsible for the custody of the records of the Board, but may
delegate any of these functions to the Director or other designated library employee.

d. Executive Committee: The Executive Committee composed of the President, Vice President,
and Secretary, is empowered to meet as a body to plan agendas and make recommendations
to the Board and shall exercise the powers of the Board of Trustees between meetings to
address exigent circumstances, subject to the approval of the Board at the next meeting.

SECTION 4: VOTING
Officers shall be elected by a simple majority of the quorum.

ARTICLE V: MEETINGS

SECTION 1: FREQUENCY, PLACE AND TIME
a. The Board shall hold a regular meetings at least once every three (3) months.
b. The regular meetings shall take place at the Calvert Library in Prince Frederick,
unless otherwise designated by the President.
c. All regular meetings shall occur at a prescribed time to be designated by the President.
d. Trustees may attend by any electronic means that allows them to hear and be heard by the
other Trustees and the attending public. Such attendance will be counted in determining a quorum.
e. Absent objection by a Trustee, the President may provide for a vote on a particular issue by
electronic means, the quorum for the vote being established by the number of Trustees who vote.
Such vote and its outcome shall be reported in the minutes of the next regular meeting.

SECTION 2: SPECIAL MEETINGS
Special meetings may be called by the President of the Board, or by the written request
(including electronic communications) of three Trustees of the Board to transact such special
business at a place and time that shall be stated in
the call for said meetings.

SECTION 3: NOTICES
Notices of all meetings of the Board shall be distributed to Board members and appropriate
parties at least seven (7) days prior to the date of the meeting; however the Board reserves the
right to waive when appropriate this notice requirement.

SECTION 4: QUORUM
A quorum for the transaction of business shall be four (4) Trustees of the Board.

SECTION 5: RULES
All meetings of the Board shall be conducted according to the latest revised edition of Robert’s
Rules of Order.

Section 7: Open Meetings
All Board meetings shall be open to the public, according to the Open Meetings Act —
Annotated Code of Maryland, State Government, Title 10 Governmental Procedures
Section 10-505 and Section 10-506. The Board also may have closed sessions according to the
Open Meetings Act.

ARTICLE VI: POWERS AND DUTIES

SECTION 1: POWERS AND DUTIES
a. The Board is responsible for the formulation and determination of policy for the Library with
regard to management, fiscal and personnel matters, per Sections 23-403 through 23-406 of the
Annotated Code of Maryland. Policies of the Board may be established through a Trustees’
Handbook and a Library Staff handbook, or by other record means.
b. The Board will ensure that there is an appropriate annual audit of the financial affairs of the Library

SECTION 2: LIABILITY
The Board shall ensure that the Library and the Board are adequately insured.

ARTICLE VII: DIRECTOR

SECTION 1: EXECUTIVE DIRECTOR
The Executive Director shall be appointed by the Board and shall serve at the discretion of the
Board. The Board hereby delegates hiring authority to the Executive Director but may, at the discretion
of the Board, withhold such delegation by position or otherwise.

SECTION 2: DUTIES
a. The Executive Director shall be responsible for the day-to-day administration and operations
of the Library.
b. The Executive Director shall keep a true account of the proceedings of the Board,
including Board minutes, handbooks and other documents reflecting the actions of the Board,
shall issue all meeting notices, shall maintain all records of the Library, and shall perform
such other duties as required by the Board and Section 23-406 of the Annotated Code of Maryland.
c. The Executive Director shall prepare the Annual Budget for the approval of the Board. Once
the Budget is approved by the Board and the Board of County Commissioners, the
Executive Director shall maintain said Budget and report on it in detail at each regular
meeting of the Board.
d. The Executive Director shall maintain current statistical data with regard to the operations of
the Library and report on such data at the regular meetings of the Board.
e. The Executive Director shall, through the President, inform the Board of any problems that do or
could affect established policy with regard to the operation of the Library and keep the Board informed
of significant operational issues including senior staff hiring matters.
f. The Executive Director shall designate one appropriate, qualified member of the Library staff to
act for the Executive Director during temporary periods of absence or incapacitation, and inform
the President. This acting Director may perform all duties of the Executive Director.
g. In the event of a prolonged absence or incapacity of the Executive Director, as determined by the Board,
or when there has been no so designation under paragraph f. above, the Board shall designate one qualified
person to serve as Executive Director. When a prolonged absence or incapacity is anticipated, the
Executive Director will nominate such a person for consideration by the Board.

ARTICLE VIII: AMENDMENTS

These Bylaws and additions thereto may be amended at any regular meeting of the Board by a
vote of four (4) of the Trustees, provided that such amendment shall be stated in the call for the
meeting.