ARTICLE I—NAME AND LOCATION
This organization shall be called “The Board of Trustees of the Shaker Heights Public Library,” existing by virtue of the provision of Chapter 3375 of the Laws of the State of Ohio and exercising the powers and authority and assuming the responsibilities delegated to it under the said statutes. The Board of Trustees is referred to herein as the “Board” and the Shaker Heights Public Library is referred to herein as the “Library.” The official mailing address shall be:
Shaker Heights Public Library
16500 Van Aken Boulevard
Shaker Heights, Ohio 44120
The library shall be called Shaker Heights Public Library located at 16500 Van Aken Boulevard in the city of Shaker Heights, and with one branch at 20600 Fayette Road Shaker Heights, Ohio 44122.
ARTICLE II – MEMBERSHIP
The library is organized as a school district library. The Library Board of Trustees consists of seven members who are appointed by the Shaker Heights Board of Education.
ARTICLE III – TENURE AND QUALIFICATIONS
Each Library Trustee is appointed to a seven-year term or a lesser period if filling a vacancy. Terms are staggered such that no more than one Trustee’s term is scheduled to expire in the same year.
A Trustee must be either a qualified elector of the Shaker Heights City School District or a qualified elector who resides outside of the Shaker Heights City School District but within Cuyahoga County. By law, a majority of the Trustees (at least four) must be qualified electors of the Shaker Heights City School District. No one is eligible to be a member of the Library Board of Trustees who is or has been in the year previous to his or her appointment, a member of the Shaker Heights Board of Education.
All Library Trustees serve without compensation. Trustees are required to take an Oath of Office before beginning their service. In general, Trustees are guided in the performance of their duties by the most recent edition of the Ohio Public Library Council Trustees’ Handbook.
ARTICLE IV –OFFICERS
Section 1. The officers of the Board shall be a President, a Vice President and a Secretary, elected from among the appointed trustees at the annual meeting of the Board.
Section 2. A nominating committee shall be appointed by the President prior to the annual meeting of the Board, which will present a slate of officers at the annual meeting of the Board. Additional nominations may be made from the floor.
Upon the occurrence of a vacancy in any office of the Board, the nominating committee appointed in respect of the immediately preceding annual meeting shall propose a replacement officer. Vacancies in office shall be filled by vote at the next regular meeting of the Board after the vacancy occurs. Any vacancies in the membership of such nominating committee shall be filled by the President (or the Vice President, in the event of a vacancy in the office of President).
Section 3. Officers shall serve a term of one year from the annual meeting at which they are elected and until their successors are duly elected. Board members may be elected to the same office for up to three consecutive years.
Section 4. The President shall preside at all meetings of the Board, authorize, and call for any special meetings, appoint all committees, execute all documents authorized by the Board, serve as an ex-officio voting member of all committees, and generally perform all duties associated with that office.
Section 5. The Vice President, in the event of the absence or disability of the President, or of a vacancy in that office, shall assume and perform the duties and functions of the President, except as otherwise provided by law.
Section 6. The Secretary shall preside at Board meetings in the absence of the President and Vice President. The Secretary shall keep, or cause to be kept, a true and accurate record of all meetings of the Board, shall issue, or cause to be issued, notice of all regular and special meetings, and generally perform all duties associated with that office. The Fiscal Officer shall be responsible for the safekeeping and preservation of the minutes and official records of the Board.
Section 7. In order to hold the office of President or Vice-President, a Board member must reside within the Shaker Heights City School District. If either the President or Vice-President relocates his or her principal residence outside of the Shaker Heights City School District, such officer must resign such office (but not such officer’s membership on the Board of Trustees), if there is more than 2 months remaining in his or her tenure in such office. Upon any resignation by reason of the foregoing, a nominating committee of the Board of Trustees shall be appointed by the highest ranking officer continuing in office, and such committee will nominate a Board member to fill the vacancy in office thus created. The new officer will be elected at the next succeeding meeting of the Board of Trustees.
ARTICLE V – DUTIES AND POWERS OF THE BOARD
The Board of Trustees shall have all the powers and duties granted to it by law and detailed in Ohio Revised Code 3375.40. The Board shall determine and establish in accordance with the law, the basic policies of the library with respect to:
- The appropriation and budgeting of funds.
- The establishment and maintenance of the library and library services.
- The acquisition, improvement, maintenance, insurance, use, and disposition of properties.
- The hiring, compensation, and responsibilities of, and the personnel policies concerning, library employees.
- The selection, collection, lending, and disposition of library materials.
- The acceptance of gifts.
The policies approved by the Board shall remain in effect until changed or rescinded by further action of the Board. These policies shall be administered by library staff. The Director shall maintain a file of all policies established by the Board for consultation and distribution as directed by the Board and as required by law.
The Board of Trustees shall be responsible for hiring the Library Director and appointing the Library Fiscal Officer, and for ensuring that the Director and Fiscal Officer carry out the policies of the library in an effective, efficient, and lawful manner.
In order to speak with a consistent voice, all news of Board actions or statements by the Board released to the media shall be made by the Board President or Library Director speaking for the Board. No one Board member, other than the President, shall speak for the Board unless directed to do so by a majority of Board members voting at a scheduled Board meeting.
All powers of the Library Board are vested in it as a Board, and none at all in its individual members. The individual Trustee has no power to act for the Board in any way, unless authorized to do so by the Board itself. The Shaker Heights Public Library will provide reasonable coverage to indemnify trustees in the performance of their duties.
Section 1. Regular meetings of the Board shall be held each month, the date and hour to be set by the Board at its annual meeting, unless otherwise determined by the Board.
Section 2. The annual meeting of the Board, which shall be for the purpose of the election of officers, appointment of the Fiscal Officer, and other organizational matters, shall be held at the time of the regular meeting of the Board in December or January of each year.
Section 3. The Board may choose to use a consent agenda during meetings to provide an efficient process for approval by unanimous consent of regular, recurring, or routine matters that come before the Board or matters where no debate is anticipated. Only items that are routine or non-controversial in nature may be designated for unanimous consent.
The Director, in consultation with the Board President, may place items on the consent agenda. Items designated for unanimous consent shall be separately identified on the Board agenda as a consent agenda and shall be voted on with a roll call vote in a single motion. Full information about each item on the consent agenda shall be provided to the Board in advance of the meeting. Trustees should review the consent agenda items prior to the meeting with the expectation that no discussion will take place during the board meeting.
Any Trustee may remove an item from the consent agenda prior to the approval of the consent agenda. Items not removed may be adopted by unanimous consent of the Board without further discussion. Removed items may be separately considered and voted on by the Board.
Examples of items which may be placed on a consent agenda include:
- approval of Board minutes
- approval of monthly financial statements
- acceptance of gifts
- confirmation of pro forma items or actions that need no discussion but are required by law or by the Bylaws.
The following is a non-exclusive list of items that shall not be placed on a consent agenda:
- amendment of the Bylaws, adoption of new Bylaws, or repeal of existing Bylaws;
- the annual operating budget
- strategic plans
- entering into Executive Session
Section 4. The order of business for regular meetings of the Board shall include, but not be limited to, the following items which shall be covered so far as circumstances permit:
- Consent agenda.
- Approval of minutes of previous meeting.
- President’s report.
- Fiscal Officer’s report.
- Director’s report.
- Committee reports.
- Old business.
- New business.
- Public presentation to, or discussion with, the Board.
Section 4. Special meetings may be called by the Secretary at the direction of the President, for the transaction of such business as stated in the call for the meeting.
Section 5. A quorum for the transaction of business at any meeting shall consist of four members of the Board present in person. In the absence of a quorum those present may adjourn the meeting, until a quorum is present. Meetings of the Board will follow parliamentary procedures as outlined in Robert’s Rules of Order, latest edition, when not inconsistent with these Bylaws.
Except when a larger majority is required by law, an affirmative vote of the majority of Trustees present at a meeting at which a quorum exists shall be necessary to approve any action before the Board. The President may make or second a proposal before the Board, may participate fully in discussions, and may vote upon all proposals. Each Board member shall have one vote.
Section 6. Written notice of each meeting of the Board, together with an agenda stating the purposes of the meeting, shall be delivered by the Fiscal Officer or Secretary of the Board to each member of the Board, at an address designated by such member, in a timely fashion as far in advance of such meeting as shall be reasonably practicable.
Section 7. Public Notice of Board Meetings – The Director shall cause a written notice of the time and place of each Board meeting to be posted on the library’s website at least 24 hours before the meeting, except that in the event of an emergency requiring immediate official action the notice shall be posted promptly after the meeting is called. Each posted notice of a special meeting of the Board shall state the purpose or purposes of the meeting. Whenever the place or time of a Board meeting is changed, the Director shall cause a written notice of the change or adjournment, including the new time and place of the meeting, to be promptly placed on the library’s website. No notice of a meeting so posted shall be removed until the meeting is either concluded or canceled.
Section 8. Time is set aside on each Regular Meeting agenda for public participation from the audience. Any member of the public who wishes to speak to the board is asked to sign-in before the meeting is called to order so that he or she may be added to the agenda. Speakers must identify any groups or organizations for which they will speak in an official capacity. Those who have signed-in to address the Board will be recognized in the order in which they signed in. Public comments should be addressed to members of the Board.
The main purpose of Board meetings is to conduct the business of the library. In order for the Board to fulfill its obligation to complete the meeting agenda in an effective and efficient fashion, those wishing to address the Board are asked to limit their remarks to no more than two minutes for individuals and five minutes for those speaking on behalf of a group or organization. A maximum of thirty minutes of public participation is permitted at each meeting. All visitors are expected to conduct themselves in a manner consistent with the orderly completion of the meeting.
The meeting agenda is set in advance and no discussion of public comment will take place at that meeting. However, the Board will give careful consideration to residents’ concerns and will respond in a timely fashion.
Section 9. The Board may enter into executive session for purposes as described in the Ohio Open Meetings Act. The motion to hold an executive session shall state the purpose of such a session, and the motion must be approved in open meeting in a roll call vote by a majority of the quorum of the Board. See §121.22G of the Ohio Revised Code.
ARTICLE VII–LIBRARY DIRECTOR AND STAFF
Section 1. The Board will appoint and fix the compensation for a qualified Director who shall be the executive and administrative officer of the library and who shall serve at the discretion of the Board. The Director shall have the final responsibility for implementing all policies and guidelines of the Board, including without limitation those of personnel, public relations, and material selection. The Director shall have the responsibility of administering the financial operations of the library within the limitations of the budget approved by the Board and shall perform such other duties as may be reasonably requested by the Board. The Director shall also serve as deputy Fiscal Officer for successive one-year terms during his or her tenure as Director.
Section 2. The Board will appoint and fix the compensation for a qualified Fiscal Officer, who shall serve at the discretion of the Board, to be the disbursing officer of the library. The Fiscal Officer is the library’s chief financial officer and acts as the Board’s financial agent in library matters. The Fiscal Officer shall administer and manage the funds of the library in accordance with law and the objectives and policies adopted by the Board and under the direction and review of the Board. The Fiscal Officer has the authority to administer, and is responsible for, the receipt, deposit, and expenditure of, funds; the internal control of library expenditures; and the documenting and reporting of financial activity. The Fiscal Officer also shall be responsible for the library’s investment program and all library banking functions and shall perform such other duties as may be reasonably requested by the Board.
Section 1. The President shall appoint committees of one or more members each for such specific purposes as the business of the Board may require from time to time. A committee shall be considered to be discharged upon the completion of the purpose for which it was appointed and after its final report is made to the Board.
Section 2. Except by the express approval or action of the Board, no committee shall have authority to make any decision upon any matter, business or policy within the power or responsibility of the Board itself. Any report or recommendation to the Board by a committee shall be deemed to be advisory in nature only, and no member of the Board, whether or not a member of such committee, shall be bound or controlled by any action, report, or recommendation of such committee.
Section 1. Required Vote. Except when a larger vote is required by applicable Ohio law, all actions of the Board shall require the affirmative vote of a majority of the Trustees present but no less than a quorum. The President may vote upon any proposal before the Board.
Section 2. Amendment of Bylaws. A Bylaw Committee shall be appointed annually to review these bylaws and recommend changes to the Board. These bylaws may be amended by the majority vote of the full membership of the Board provided written notice of the proposed amendment shall have been transmitted to all members at least ten days prior to the meeting at which such action is proposed to be taken.
Section 3. Suspension of Rules. Any rule or resolution of the Board, whether contained in these bylaws or otherwise, may be suspended temporarily in connection with business at hand, but such suspension, to be valid, may be taken only at a meeting at which five or more of the members of the Board shall be present and at least two-thirds of those present shall so approve.
Section 4. Conflicts of Interest. No member of the Board shall have a pecuniary interest in any contract entered into by the Board, except as otherwise may be permitted by applicable Ohio law. The Board subscribes to “A Statement of Ethics for Library Trustees” of the American Library Association, except to the extent, if any, that the same conflicts with or is inconsistent with the provisions of applicable Ohio law, in which case the latter shall govern. The Board is bound by the applicable statutes of the Ohio Ethics Law and the rulings of the Ohio Ethics Commission.
Section 5. Resignations and Removal of Trustees. A trustee may resign from the Board at any time by submitting a written letter of resignation, which shall be effective as of the date of the receipt thereof by any officer of the Board or the Director or Fiscal Officer, unless a later date of effectiveness is specified therein. The Board, by a majority vote of the full membership of the Board, may request that the Shaker Heights Board of Education remove a trustee from office for any of the following grounds: (a) failure by said trustee to attend four regular meetings of the Board in any one calendar year; (b) commission of any act by said trustee which reflects public disrepute upon said trustee, the Library or the Board; or (c) other good cause as determined by a majority of the entire Board.
Section 6. Execution of Instruments. The President and Secretary shall execute all conveyances of real property on behalf of the library as have been authorized by the Board. The Fiscal Officer and any officer shall jointly sign checks for the disbursement of Library moneys pursuant to the authorization of the Board. Except as hereinabove provided or otherwise prescribed by applicable Ohio law, whenever a contract, loan or other transaction has been authorized by the Board without designating the officer or officers who shall execute the same, the officers listed below are authorized to make, execute and deliver, in the name and on behalf of the Library, such of the following instruments as shall be appropriate to consummate said contract, loan or transaction:
(a) Authority of President: The President shall sign all contracts within the ordinary course of the library’s business on which the signature of one executive officer is required by the context;
(b) Authority of the President and Secretary; The President and Secretary shall jointly sign all contracts within the ordinary course of the library’s business on which the signature of two executive officers is required by the context;
(c) Authority of the President and Fiscal Officer. The President and Fiscal Officer shall jointly sign all assignments, bills of sale, and other instruments of transfer of tangible personal property and all promissory notes, security agreements, loan agreements, pledge agreements and all other deferred obligations and instruments of indebtedness which by their terms are negotiable; and
(d) Authority of President and Secretary or Fiscal Officer. The President and the Secretary or the Fiscal Officer shall jointly sign all contracts which are not within the ordinary course of the library’s business (except as otherwise provided above) irrespective of the fact that the signature of only one officer may be required by the context, and shall jointly sign all other instruments not specifically referred to herein or required by law to be signed by any other officer or officers.
Section 7. Form of Notice. Any notice (other than a notice required hereunder to be posted on a bulletin board or other specific site), required to be given to or made upon any person in writing under any provision of these Bylaws may also be made by means of electronic transmission (i.e., “e-mail”) or facsimile transmission).
ARTICLE X – INDEMNIFICATION
Section 1. Right to Indemnification.
(a) The Library shall, to the extent legally permissible under Ohio law, indemnify each person who may serve or who has served at any time as an officer, member of the Board of Trustees, or employee of the Library against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Library; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Board of Trustees who are not at that time parties to the proceeding.
(b) The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
(c) No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
(d) This Article constitutes a contract between the library and the indemnified officers, members of the Board of Trustees, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, member of the Board of Trustees, or employee under this Article shall apply to such officer, trustee, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Section 2 Insurance for Indemnification. The library shall purchase and maintain insurance for protection of the library and for protection of any member of the Board of Trustees, officer, employee, and to the fullest extent, such insurance may be purchased and maintained under Ohio law. Such policy or policies of insurance may provide such coverage and be upon such terms and conditions as shall be authorized or approved from time to time by the Board of Trustees of the Library. Members of the Board of Trustees are currently covered by the Library’s Director’s and Officer’s Liability Policy, including their liability resulting from either institutional or individual lawsuits.
Adopted by the Shaker Heights Public Library Board of Trustees 2/2000, 5/11/2010, 3/14/2016, 3/27/17, 4/16/18, 5/20/2019, 1/23/2023
Board Bylaws Appendix A
Ethics Statement for Public Library Trustees
Public library Trustees are accountable for the resources of the library as well as to see that the library provides the best possible service to its community.
Every Trustee makes a personal commitment to contribute the time and energy to faithfully carry out his/her duties and responsibilities effectively and with absolute truth, honor, and integrity.
- Trustees shall respect the opinions of their colleagues and not be critical or disrespectful when they disagree or oppose a viewpoint different than their own.
- Trustees shall comply with all the laws, rules, and regulations that apply to them and to their library.
- Trustees, in fulfilling their responsibilities, shall not be swayed by partisan interests, public pressure, or fear of criticism.
- Trustees shall not engage in discrimination of any kind and shall uphold library patrons’ rights to privacy in the use of library resources.
- Trustees must distinguish clearly in their actions and statements between their personal philosophies and attitudes and those of the library, acknowledging and supporting the formal position of the Board even if they disagree.
- Trustees must respect the confidential nature of library business and not disclose such information to anyone. Trustees must also be aware of and in compliance with Freedom of Information laws.
- Trustees must avoid situations in which personal interests might be served or financial benefits gained as a result of their position or access to privileged library information, for either themselves or others.
- A Trustee shall immediately disqualify him/herself whenever the appearance of or a conflict of interest exists.
- Trustees shall not use their position to gain unwarranted privileges or advantages for themselves or others from the library or from those who do business with the library.
- Trustees shall not interfere with the management responsibilities of the director or the supervision of library staff.
- Trustees shall support the efforts of librarians in resisting censorship of library materials by groups or individuals.
Approved by the United for Libraries Board in January 2012. United for Libraries is an Association of Library Trustees, Advocates, Friends, and Foundations and is a division of the American Library Association.