Bylaws

spa

Preamble. The Board of Trustees of the Roeliff Jansen Community Library (the “Library”, formerly the Hillsdale Library), a corporation created under a charter granted under Sec. 253 of the New York State Education Law by the Board of Regents of the State of New York, dated December 17, 2004, is governed by the laws of New York State, the regulations of the Commissioner of Education, and the following Bylaws. The purpose of the corporation is to provide superior library service to the residents of Ancram, Copake, and Hillsdale in particular and the Roe Jan area more generally.

Mission Statement. The mission of the Library is to serve every sector of the community by inspiring lifelong learning and curiosity, advancing knowledge and understanding, strengthening the vitality of the Roe Jan area, and securing the Library’s stability for generations to come.

Bylaws. Since all libraries in New York State are expected to make their Bylaws easily accessible to the public, the Board posts their Bylaws on the Library’s website.

spaBoard of Trustees

Board of Trustees. The Library is governed by a Board of Trustees (hereinafter the “Board”), subject to applicable law and in accordance with the purposes and limitations set forth in the Charter and these Bylaws.

Qualifications of Trustees. Eligibility for office is limited to persons at least eighteen years of age residing or owning property within the Towns of Hillsdale, Ancram, or Copake, and/or surrounding areas. 

a. Number of Trustees. The Board shall consist of no fewer than nine and no more than twenty-five Trustees. Within these specified limits, the number of Trustees may be increased or decreased by action of the Board, provided that no decrease shall shorten the term of any incumbent trustee. Until changed by the Board, the number of Trustees will be twelve. The Board means the number of Trustees that were elected at the most recent election of trustees, as well as any Trustees whose terms have not yet expired. 

b. Quorum. A majority of the Board shall constitute a quorum.

c. Election and Term of Trustees. Members of the Board shall be elected by a majority of the vote of the Board at the December meeting for a term of three years. They shall take office at the commencement of the Annual Meeting in January.

d. Nominating Committee. A Nominating Committee shall be appointed by the President, consisting of at least three persons. The Chairperson shall be a member of the Board.

The Committee shall present, not less than one month prior to the December meeting, the names of one or more persons for each Officer and Trustee vacancy to be filled.

e. Vacancies. Vacancies occurring on the Board for any reason shall be filled with a replacement to serve the remainder of the term at a meeting of the board by a majority vote of the board.

f. Ex Officio Board Members. The Library Director, or any other ex-officio Board members as may be appointed by the majority of the Board from time to time, have the right to attend and participate at all meetings of the Board but shall have no vote.

g. Absence. If any Trustee fails to attend three consecutive meetings without excuse accepted as satisfactory to the Trustees, that Trustee shall be deemed to have resigned. The Trustees may elect a replacement who shall serve for the remainder of the term.

h. Removal. The Board may remove a Trustee for misconduct, incapacity, or neglect of duty, on examination and due proof of the truth of a written complaint by any Trustee, by vote of a majority of the Board, provided, that at least one week’s previous notice of the proposed action shall have been given to the accused and to each trustee as provided in Educational Law sec. 226; subdivision 8.

i. Resignation. Any Trustee or Officer may resign by notification in writing or by email to the President or Secretary. Such resignation shall be effective upon receipt, unless it is specified to be effective at some later date, and the acceptance of such resignation shall not be necessary to make it effective.

j. Actions of the Board. All actions of the Board shall be as a unit. No Board member shall act on behalf of the Board, on any matter, without prior approval of the Board. No Board member by virtue of his or her office shall exercise any administrative responsibility with respect to the Library nor, as an individual, command the services of any Library employee.

I. Officers

The Officers of this Library shall be President, Vice-President, Treasurer, and Secretary.

President. The President shall be the Chief Executive Officer of the Board. Duties shall include, but are not limited to, the following:
Preside at all meetings of the Board;
Serve as Chairperson of the Executive Committee;
Serve ex-officio on all committees, with the exception of the Nominating Committee;
Sign official documents on behalf of the Board;

Oversee all actions, policies, and regulations of the Board;
Set the agenda for all Board meetings; and
Appoint committee members, and chairpersons where needed.

Vice-President. The Vice-President shall:
Carry out the responsibilities of the President in the temporary absence or disability of the President, or if such absence or disability becomes permanent or the President resigns, until the Board shall elect a new President; and
Serve as Chairperson of the Executive Committee in the absence of the President.

Secretary. The Secretary shall:
Record the minutes of all meetings of the Board;
Sign official documents when so required; and
Send correspondence as directed by the Board, as needed.

Treasurer. Working with the Bookkeeper and Library Director and with the advice and assistance of the Financial Committee, it is the responsibility of the Treasurer to:

Oversee the receipt and disbursement of funds and the recording of all transactions;
Maintain accurate financial records using standard financial reporting methods and examine them in-depth;

Ensure the preparation of an annual audit or review and all tax forms in a timely manner; and
Prepare monthly reports for the Board and the public and report monthly to the Board on the state of the Library’s finances.

III. Meetings

Regular meetings of the Board shall be held on a day and time to be established by the Board.

There shall be no fewer than four meetings in a year.

The Annual Meeting shall be held in the month of January.

Special meetings shall be held at the call of the President, or on the request of at least two members. Notice of a special meeting shall be communicated to all Trustees by the Secretary.

Only such business contained in the call of a special meeting may come before the Board at that meeting.

IV. Committees

All committees and chairpersons shall be appointed by the President, with the approval of a majority of the Board. Committees are not empowered to execute plans and programs or allocate funds without approval of the Board of Trustees. At any meeting of a committee, a quorum for the transaction of business properly before the committee shall consist of a majority of the members of the committee. Committees shall make regular reports to the Board.


The Board Committees are:

Executive Committee. An Executive Committee shall be established to serve a one-year term, concurrent with the terms of the elected Officers, and shall consist of the President, Vice President, Treasurer, and Secretary. The Executive Committee shall meet on an as-needed basis if immediate decisions are required, such meeting to be called by the President, or in the President’s absence, the Vice President. The Committee shall be empowered to make needed decisions between regular Trustee meetings.

Human Resources Committee. This committee shall consist of at least two members of the Board. This committee shall;

Oversee the work of the Library Director and other staff, including job descriptions and evaluations

Monitor the Human Resources policies of the Library and formulate and recommend changes when needed

Finance Committee. This committee shall consist of the Treasurer, who will be the chairperson, and at least two other members, who may or may not be members of the Board. The mission of the Finance Committee is to advise and assist the Treasurer and the Board in financial matters, helping them to act in a fiscally responsible manner that maintains the financial health and stability of the Library. To accomplish this the committee will:

Develop and recommend policies regarding financial operations of the Library

Help the staff and Board evaluate financial questions and develop options

Analyze the financial impact of the Library’s future plans and challenges

Provide financial advice and analysis to the Development Committee

Oversee the investments of the Library and recommend desirable changes

Be available to the Board as needed for consultation on financial matters that may arise

The Committee may make recommendations but all material decisions on financial administration of the Library will be subject to formal adoption by the Board.

Development Committee. This committee shall consist of at least three members of the Board.
It shall;

Plan and implement an annual and other appeals for financial support to both the business community and individuals

Plan fund-raising events as may be deemed appropriate.

  • Other committees may be appointed from time to time by the President as needed, with the approval of the Board, to further the work of the Library.

  • Non-Board members may be appointed to any committee.

V. Advisory Board

The Board may appoint from time to time any number of persons interested in the purposes and programs of the Library to act as advisors. This Advisory Board will consist of members representing a broad cross-section of the community, appointed by the President with the advice of the Trustees. Its role will be to assist the Board of Trustees in meeting the Library’s long- and short-term goals, especially in the areas of community outreach, fundraising, and program development.

IV. Director

The Board shall employ a Director who shall be the chief executive officer of the Library and shall have charge of the administration of the Library under the direction and review of the Board. The Director shall be responsible for the care of the building and equipment; for the employment and direction of the staff; for the efficiency of the Library’s service to the public; and for the operation of the Library under the financial conditions contained in the annual budget.


The Director shall render and submit to the Board reports and recommendations of such policies and procedures, which, in the opinion of the Director, will improve efficiency and quality of Library service. The Director shall attend all Board meetings except the portion of the meeting at which the director’s appointment or salary is to be discussed or decided, which are conducted in executive session as permitted under sec.105(1)(f) of the Open Meetings Law.

V. Conflicts of Interest

The Board shall adopt and oversee the implementation of, and compliance with the conflict of interest policy of the Library.

The conflict of interest policy shall be reviewed by the Board at least annually. Prior to his or her election or appointment and annually thereafter, each Trustee shall be required to complete a disclosure statement identifying, to the best of the Trustee’s knowledge, any entity of which such Trustee is an officer, director, trustee, member, employee, or owner (either as sole proprietor or a partner) and with which the Library has a relationship, and any transaction in which the Library is a participant and in which the Trustee might have a conflicting interest. These statements shall be collected by the Library Director, to be kept on file at the Library’s principal office. Any additions or other changes to these statements shall be made by the Trustee in writing as they occur.

VI. Amendments

Amendments to these Bylaws may be made by majority vote of the Board at any regular meeting of the Board provided that the proposed amendments have been presented to each member at least one month prior to the meeting at which the vote is to be taken.

VII. Financial Matters and Records

Fiscal Matters. The fiscal year of the Library shall be the calendar year, January 1 to December 31.

The Board shall select the banks or depositories for the funds of the Library. The Board shall determine who is authorized on the Library’s behalf to sign checks, drafts, or other orders for payment of money; to enter into contracts; or to execute and deliver other documents and instruments.

Records. Correct and complete books and records of the accounts, activities, and transactions of the Library shall be kept at the principal office of the Library. Any of the books, records, and minutes of the Library may be kept in written form or in electronic form capable of being converted into written form within a reasonable time.

VIII. Dissolution

In accordance with Education Law sec. 268, should the Roeliff Jansen Community Library be dissolved, all assets of the Library shall be turned over to the Mid-Hudson Library System, or its successors, for continued support of library services in this area.

IX. Indemnification and Insurance

Indemnification. To the fullest extent permitted by law, the Library may indemnify any person made, or threatened to be made, a party to, or is involved in (including as a witness), any action or proceeding by reason of the fact that he or she is or was a Trustee, Officer, or employee of the Library, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. No indemnification may be made to or behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding; or (b) he or she personally gained a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.

Insurance. The Library may purchase and maintain all insurance policies deemed to be in the best interest of the Library, including insurance to indemnify the Library for any obligation or expenses that it incurs as a result of its indemnification of Trustees, Officers, or employees pursuant to this Article, or to indemnify such persons in instances in which they may be indemnified pursuant to this Article.

X. Friends of the Library

There shall be an official auxiliary of the Library known as Friends of the Roeliff Jansen Community Library. It shall be made up of volunteer persons interested in furthering the program of the Library. Its purpose shall be:

To create public support for the Library program

To enlist and support volunteers to work in the Library at specific tasks or projects as designed by the Director

To provide financial assistance to purchase items not covered in the regular budget

To raise funds for specific needs to continue or expand the Library program subject to the approval of the Board

To sponsor programs designed to add to the cultural life of the community

To build community awareness and use of the Library

To work for library legislation or appropriations from local, county, and state legislative bodies

To support the freedom to read as expressed in the American Library Association Bill of Rights

XIII. Procedure

All procedures not specified herein shall be in accord with Robert’s Rules of Order, 12th Ed.

Adopted July 8, 1999

Amended August 8, 2000

Amended January 8, 2002

Amended November 12, 2002

Amended May 13, 2008

Amended February 8, 2011

Amended October 9, 2012

Amended January 8, 2013

Amended February 11, 2014

Amended July 11, 2017

Amended July 20, 2021

Amended February 15, 2022

Amended February 21, 2023

Amended April 18, 2023