Effective Board Meetings

Meeting in the Time of COVID-19

https://docs.owwl.org/Community/BoardMeetingsDuringCOVID19

Introduction Board Meetings

Board meetings are where trustees make critical governing decisions that guide the library in the direction of their strategic priorities. Because of the importance of these gatherings, it makes sense to ensure a high level of efficiency and effectiveness when meeting. To do this, all members of the board need to take care to plan meetings ahead of time, prepare to speak knowledgeably on topics under discussion, and make the best decisions for the library.

Bylaws and Board Meetings

Library board meetings are conducted under the rules set forth in the library’s bylaws, which must comply with the library’s charter, state and federal law and regulation.
Handbook for Library Trustees of New York State, page 27

Because bylaws are the rules that must be followed when conducting a board meeting, trustees should review bylaws on a regular basis and refer to them when disputes and questions arise. When changes are required to support laws, correct current procedures, or change practices be sure to follow the amendment procedures outlined in your bylaws. Sample bylaws can be found on page 90 of the Trustee Handbook.

Voting

Quorum

Education Law § 226 (1) states that a “majority of the whole number [of trustees, regardless of vacancies] shall be a quorum.”
Handbook for Library Trustees of New York State, page 28

Quorum is the minimum number of trustees required for all library-types to vote or pass a motion. New York State General Construction Law § 41, states that no action can be approved by the board of a public library without a “majority of the whole.” This makes it imperative that trustees attend meetings and are prepared to take appropriate action on business items.

The number of trustees legally allowed on your board can be found in your charter and reflected in your bylaws. Some charters state a range of trustees (i.e. 5-25), this is meant for flexibility, however, you are still required to state a specific number stated in your bylaws in order to calculate quorum. It is often a good idea to have an odd number of trustees on your board since tie votes defeat the motion.

Remote Participation in Meetings

For boards that have trustees who travel throughout the year or if a trustee is unable to meet in person the question often comes up whether they may participate via telephone. Unfortunately for libraries in these situations, teleconferencing does not meet the requirements of Open Meetings Law. Videoconferencing is permitted, however, the videoconferencing site(s) must be open to the public and cited in the notice of the meeting. Proxies also do not meet the requirement of the law.

Email and Voting

Votes or collective decision making cannot be conducted via email or by any other method other than a legal public meeting.

…a series of communications between individual members or telephone calls among the members which results in a collective decision, a meeting or vote held by means of a telephone conference, by mail or e-mail would in (our) opinion be inconsistent with law.”
Committee on Open Government Opinion, OML-AO-05420, September 2014

Agenda

Your agenda is the roadmap of your meeting and should be developed with that in mind. Think of your agenda as a tool to keep discussions on track, decision making clear, and preparation appropriate for trustees.

“A consistent and business-like agenda is essential for the efficient conduct of library business”
Handbook for Library Trustees of New York State, page 32

PLS Sample Agenda Doc 2001-1 Agenda.docx

ITEM	ACTION	DOC#
Call to Order
Adoption of the Agenda	Action: Vote	Doc1
Approval of the Minutes	Action: Vote	Doc2
Public Comment
Communications and Reports
1. Approve Cash Activity Report	Action: Vote	Doc3
2. Approve warrants (list of bills paid)	Action: Vote	Doc4
3. Discuss Director's Report	Action: Discuss	Doc5
Old Business
New Business
1. Discuss Updated Minimum Standards	Action: Discuss	Doc6
2. Approve Budget Amendments	Action: Vote	Doc7
3. Discuss Public Comment Policy	Action: Discuss	Doc8
Next Meeting [Date and Time]
Adjourn	Action: Vote

Collective Authority

“Under New York State law, a library board has broad authority to manage the affairs of the library, but it is a collective authority…collective authority is the need for the board to speak with one voice once a decision has been made”
Handbook for Library Trustees of New York State, page 24

Key Concepts of Collective Authority

• Board speaks with one voice once a decision has been made.
• Individual trustees, regardless of their position on the board, may not speak or act on behalf of the library unless they have been specifically granted that authority by a vote of the board.
• Debate, discussion, and even disagreement over an issue are an important part of policy development and the decision-making process. However, every trustee has an ethical obligation to publicly support an adopted board decision.
• The First Amendment protects the rights of a trustee who disagrees so strongly with a board decision that he or she must speak out publicly against it. However, in such instances, the individual must make it clear to all concerned that they do not represent the library and, indeed, may wish to seriously consider resigning from the board if such action interferes with their ability to effectively fulfill their responsibilities as a trustee.

Open Meetings Law

“All public libraries in New York, including association libraries, are subject to the Open Meetings Law… This law requires that board meetings must be properly posted and advertised and open to the public.”
Handbook for Library Trustees of New York State, page 29

Key Concepts of Open Meetings Law (OML)

• All libraries are subject to OML.
• All meetings must be advertised in news media, library websites, and posted in a public place (i.e. library bulletin board).
• Education sessions where business is not conducted are exempt from OML.
• OML applies to all committees of Municipal, School District, and Special Legislative District Libraries if two or more trustees are present.
• Teleconferencing is not permitted; videoconferencing is allowed if the site(s) are open to the public and cited in the notice of the meeting.
• Executive sessions (sessions which the public may be excluded), must occur during an open meeting and can only happen for these limited reasons:
  • Discussions regarding proposed, pending or current litigation;
  • Collective bargaining negotiations pursuant to Article 14 of the Civil Service Law (the Taylor Law);
  • The medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation;
  • The proposed acquisition, sale or lease of real property or the proposed acquisition of securities, or sale or exchange of securities held by such public body, but only when publicity would substantially affect the value thereof.

Board Officers and Their Responsibilities

President

• Presides at all meetings of the Board
• Responsible for the proper conduct and effectiveness of such meetings
• Develops agenda in partnership with the director and input from other trustees
• Authorize the call for any special meetings
• Appoints committee members
• Executes all documents authorized by the Board
• Serves as the primary liaison between the board and the director
• Administers Oaths of Office for oncoming trustees
• Conducts orientation in partnership with the director for new trustees
• Ex-officio voting member of all committees

Vice President

• Assume the duties of the President in their absence
• Assume the role of President in the event of a vacancy of that office
• A trusted member of the Executive Committee
• Could have other roles as assigned locally

Secretary

• Responsible for an accurate and timely record of all meetings (meeting minutes)
• Issues notices of all meetings

Treasurer

• This position depends on the legal structure of your library.
  • Public Library Financial Oversight: The Role of the Public Library Treasurer

Resources

Robert's Rules of Order Cheat Sheet