Insertions are shown in Red; deletions have a line through them.
BYLAWS
OF
GOLD COAST REGIONAL LIBRARY NETWORK,
A California Nonprofit Public Benefit Corporation
Section 1. Name. This Corporation shall be known as Gold Coast Regional Library Network, Inc. (the “Corporation ” “Network”).
Section 2. Principal Office. The principal office of this Corporation Network shall be initially located at 4882 McGrath Street, Suite 230, Ventura, County of Ventura, California. The regional library council of the Corporation Network (the “Council”) is hereby granted full power and authority to change said principal office from one location to another within the geographic area served by this Corporation Network.
Section 3. Other Offices. Branch or subordinate offices may be established at any time by the Council at any place or places.
Section 1. General Purposes. This Corporation Network is a nonprofit public benefit Corporation organized under California Nonprofit Public Benefit Corporation Law (“Nonprofit Corporation Law”). The purpose of this Corporation Network is to engage in any lawful act or activity for which a Corporation may be organized under such law.
Section 2. Specific Purposes. The specific purposes of this Corporation Network are: (a) to serve as the regional library network (“Network”)established by the Library of California Board for the geographic area approved from time to time by the Library of California Board (“Network area”); (b) to carry out the purposes of the Library of California Act; and (c) to provide other activities that support resource sharing among libraries; and (d) to engage in any lawful act or activity that will benefit library users and libraries participating in the Network.
Section 3. Limitations. No part of the net income or assets of this Corporation Network shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person, except that this Corporation Network shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of this Corporation Network shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Corporation Network shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. Notwithstanding any other provisions of these bylaws (“Bylaws”), this Corporation Network shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation Network.
Section 1. Definitions. As used herein, the following terms shall have the meanings set forth below:
A. “Academic library” means a library established and maintained by a college or university or other postsecondary institution to meet the educational needs of its students, faculty, staff and others by agreement.
B. “Institution” means a business or corporation, college, correctional facility, education agency, governmental agency, hospital, not-for-profit organization, professional association, school district, or other organized group that is authorized by law and that operates one or more libraries.
C. “Library of California Act” means the Library of California Act, as amended from time to time.
D. “Library of California Board” means the board established in state government under the Library of California Act.
E. “Library user” means a Californian who is part of the primary clientele of a library but does not work for that library.
F. “Participating library” means the libraries of a public library jurisdiction that is a member of a regional library network or a library of an institution that is a member of a regional library network if that library decides to participate in a regional library network and meets the eligibility standards set forth in Section 2 of Article 3 of these Bylaws.
G. “Primary clientele” means the people for whom the library has been established to provide services.
H. “Public library” means a library, or two or more libraries, operated by a single public jurisdiction to meet the needs of its primary clientele and others by agreement.
I. “Public library jurisdiction” means a county, city and county, city or any district that is authorized by law to provide public library services and that operates a public library.
J. “Regulations” mean the California Code of Regulations which interpret and make specific the Library of California Act, as amended from time to time.
K. “School library” means a library that is established to support the curriculum-related research and instructional reading needs of pupils and teachers and provides the collections, related equipment, and instructional services of a staff for an elementary or secondary school.
L. “Special library” means a library that is maintained by a parent organization to serve a specialized clientele; or an independent library that may provide specialized materials or services, or both, in a specific subject to the public, a segment of the public, or other libraries. It is maintained by an association, business or corporation, government agency, research institution, learned society, not-for-profit organization, professional association, museum, industrial enterprise, chamber of commerce, or other organized group and is characterized by its depth of subject coverage.
M. “Type of library” means academic, public, school or special library.
Section 2. Classes and Qualifications of Membership. Any institution or public library jurisdiction serving the Network area shall be eligible for membership in this Corporation Network as set forth in this Section 2. The Council shall also establish membership policies and procedures in compliance with the Library of California Act and the Regulations.
A. Classes of Membership. This Corporation Network shall have one class of members. Within this class, members shall be known by type of library.and shall also be known as charter members if the libraries were certified for membership by the Library of California Board at the time the Articles of In Corporation for this Corporation (“Articles”) were filed.
B. Eligibility for Membership. To be eligible for membership in this Corporation Network, an institution or a public library jurisdiction not a member of the California Library Services Act public library system shall have at least one library serving the Network area that agrees to be a participating library and meets the following eligibility standards:
1. A written explicit mission statement and service objectives;
2. A fixed location in California;
3. Established hours of service;
4. An organized collection of information and materials accessible for use by its primary clientele;
5. Designated, onsite, paid staff for library services. At least one (1) staff person shall have a master’s degree in library or information science or a California library media teacher credential issued by the Commission on Teacher Credentialing, but equivalent graduate education or demonstrated professional experience may be substituted. The eligibility determination shall be made by [the Council or the Board of Directors of the Corporation Network ]; and
6. An established funding base.
A public library jurisdiction that is a member of the California Library Services Act public library system on January 1, 1999 (“CLSA member”), serving the Network area is deemed to meet the eligibility standards of the preceding sentence Article 3, Section 2B6.
In addition, participating libraries must agree to all of the following:
1. To share resources and services with other members of this Network;
2. To provide resources and services for other members of this Network; and
3. To meet the minimum resource-sharing performance standards of this Network.
C. Membership Application and Certification. The Council Network shall file a notice of agreement and the governing body of the institution or public library jurisdiction seeking membership shall file an affiliation request with the Library of California Board by April 1 of the fiscal year prior to the July 1 fiscal year when such status is sought. The notice of agreement shall certify that the Corporation Network approves the membership application of the institution or public library jurisdiction, and the affiliation request shall certify that the governing body or appropriate administrative authority for the institution or jurisdiction wishes to join this Corporation Network and agrees to comply with the provisions of the Library of California Act. Once the affiliation is certified by the Library of California Board, the affiliation shall be considered effective, and the membership of the institution or public library jurisdiction shall commence, beginning the July 1 fiscal year immediately following.
A library within a member institution or member public library jurisdiction may become a participating library if: (a) it meets the eligibility criteria for a participating library as set forth in Section 2B of this Article; (b) its participation is approved by this Corporation. Network; and (c) the Council files a certification of library participation with the Library of California Board by April 1 of the fiscal year prior to the July 1 fiscal year when such status is sought.
Notwithstanding the foregoing, an affiliation request may be filed by a date other than April 1 if the Library of California Board has waived or reset the July 1 effective date or if a waiver is sought.
D. Exceptions to Network Area Requirement. Notwithstanding the Network area requirement contained in Section 2B above, exceptions to the requirement may be obtained upon request from the Library of California Board to enable the following to join this Network:
1. An institution or public library jurisdiction serving a geographic area different from that encompassed by the Network area; or
2. All participating libraries of a single institution or public library jurisdiction served by multiple regional library networks which desire to be served by a single regional library network.
E. Membership Eligibility Appeals. If an institution or public library jurisdiction considers the membership eligibility policies and/or membership eligibility actions of this Corporation Network to be inconsistent with the purposes and provisions of the Library of California Act, it may file an appeal with the Library of California Board. The Library of California Board shall administer the appeals process for membership eligibility policies and actions pursuant to the Library of California Act and the Regulations.
Section 3. Rights of Membership. Members shall be entitled to participate in the programs, services and funding delivered under the Library of California Act. Members shall also have the option to participate in additional programs or enhanced services provided by the Network.
Section 4. Actions by Members. Any action which would otherwise require a vote of members shall be exercised by a vote of the members’ representatives on the Council, and no meeting of members shall be required, any provision of the Articles or Bylaws to the contrary notwithstanding. All rights which would otherwise vest in the members shall vest in their representatives on the Council.
[ Section 5. Membership in Good Standing. Members who have paid any required dues, fees, and assessments in accordance with these Bylaws or pursuant to policies established by the Council and who have not submitted a notice of withdrawal shall be members in good standing. ]
Section 6. Continuation of Membership. Each institution or public library jurisdiction shall continue as a member of this Corporation Network as long as:
A. At least one (1) of its participating libraries meets the eligibility standards and complies with the agreements set forth in Section 2B of this Article 3;
B. The local governing agencies and appropriate administrative authorities do not reduce funding for library services as a result of membership in this Corporation Network and participation in the programs and services delivered under the Library of California Act; and
C. The institution or public library jurisdiction and its participating libraries comply with the resource sharing standards specified in Section 20313 of the Regulations.
With respect to a CLSA member that did not meet the eligibility standards enumerated in Section 2B at the time of its application for membership in this Corporation Network but was nonetheless eligible for membership because of its status as a CLSA member, the CLSA member shall continue as a member of this Corporation Network as long as it meets the standards at the same level as it did at the time of its application.
The Council shall develop membership policies and procedures to ensure compliance by the Corporation’s Network’s members with this Section.
Section 7. Transfer of Memberships. No membership or any right arising from membership may be transferred to any prospective member. However, a member may request that the member’s membership be transferred to another regional library network upon the approval of and recertification by the Library of California Board.
Section 8. Termination of Membership. A membership, including the membership of a CLSA member, shall terminate on occurrence of any of the following events:
A. Withdrawal of the member; or
B. Any event that renders the member ineligible for membership, or failure to continue to satisfy membership requirements.
A member institution or public library jurisdiction which desires to withdraw from this Corporation Network or does not otherwise retain its membership eligibility in this Corporation Network shall promptly provide written notification to the Council which shall notify the Library of California Board within thirty (30) days following the official action of the member and/or the Council. A participating library which desires to withdraw from this Corporation Network or does not otherwise retain its membership eligibility in this Corporation Network shall promptly provide written notification to the Council which shall notify the Library of California Board within thirty (30) days following the official action of the member on behalf of its participating library and/or the Council. Notwithstanding the occurrence of an event that renders a member ineligible for membership, if the member (or the affected participating library) in good faith believes the situation to be temporary and promptly undertakes a plan of action to rectify the situation, the member’s (or the participating library’s) notification to the Council may so indicate and the Council may delay taking official action and notification to the Library of California Board. The period of delay may be for so long as the Council, in its sole discretion, deems reasonable under the circumstances. [ During the ineligible period, the member (or participating library) shall become a conditional member under Section 10 of this Article 3. ]
Where an institution or public library jurisdiction has more than one (1) participating library in this Corporation Network, the withdrawal of a participating library shall not constitute the withdrawal of the member nor affect the eligibility of the remaining library or libraries to participate in this Corporation Network.
Section 9. Effect of Termination. The termination shall be considered effective upon the filing of the notification with the Library of California Board. All membership rights of the withdrawing or ineligible institution, public library jurisdiction or participating library cease on the member’s termination.
[ Section 10. Associated Persons. Nothing in this Article 3 shall be construed as limiting the right of this Corporation Network to refer to persons associated with it as “members” even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the Nonprofit Corporation Law. The Corporation Network may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the Nonprofit Corporation Law, upon any person or persons; provided, however, that no such person or persons shall be a member within the meaning of said Section 5056 unless such person(s) is/are given the right, pursuant to a specific provision of the Articles or Bylaws, to vote for the election of a director or directors, to vote on a disposition of all or substantially all of the assets of the Corporation Network, to vote on a merger or dissolution of the Corporation Network, or to vote on changes to the Articles or Bylaws. ]
Section 1. Powers. Subject to the limitations stated in the Articles, these Bylaws, the Nonprofit Corporation Law and the Library of California Act, and subject to the duties delegated to the Board of Directors of the Corporation Network (“Board of Directors”) herein, the following corporate powers shall be exercised by or under the direction of, and the business and affairs of the Corporation Network shall be managed by, the Council:
A. Overall administrative responsibility for the Network;
B. Adopting an annual plan of service;
C. Assuring the appropriate expenditure of funds; and
D. Submitting annual budget proposals to the Library of California Board for implementation of the provisions of Article 5 of the Library of California Act.
Section 2. Composition. The Council shall be composed of the following persons:
A. Public Libraries The library director or a designee from each public library jurisdiction member;
B. Academic Libraries.
1. Colleges and Universities, Public and Private. One representative (the Library Director, the Library Dean, or designee, of the participating library) from each institution with a participating library; group which consists of the directors of those participating libraries and the chief library coordinator from each institution of which one or more libraries is a participating library; and
2. Community Colleges. One representative from each District (the Library Department Chair, the Library Director or designee).
C. Schools. One representative (the chief library coordinator or librarian of a participating library) from each school District.
D. Special. A representative who is the Director of the Library or designee.
E. A library user from each type of member library.
Section 3. Selection and Term of Office.
A. Members of the Council shall be the persons who are designated from time to time by their institutions or public library jurisdictions. and such persons continue as the designees. Death, resignation or removal of any designee as the designee of the institution or public library jurisdiction automatically terminates such Council member’s term as a Council member. Appointment or election of any person as the designee of the institution or public library jurisdiction shall operate to select that person as a member of the Council.
Member institutions and public library jurisdictions may also designate an alternates to serve from time to time on the Council to exercise those rights of Council members in the absence of their normal designee. A member institution or public library jurisdiction may designate [up to two (2) alternates] and the institution or public library jurisdiction, or their normal designee, must provide written notice to the Corporation of the name of its alternate [at least seventy-two (72) hours, or in the case of a special meeting, twenty-four (24) hours] prior to the time the institution or public library jurisdiction desires an alternate to act with respect to any matter before the Council. [ An alternate may act as the institution’s or public library jurisdiction’s Council member for as long as so designated. the institution or public library jurisdiction shall indicate in its notice to the Corporation.]
B. Members of the Council shall also be persons who are library users selected from time to time by a particular type of library and such persons remain library users. One (1) library user shall be selected elected by each type of member library [annually] at or before the annual meeting of the Council. The term of the library user shall be [one (1) year] two (2) years beginning on the date of the Council’s annual meeting, except in the first year, when the academic user and the school user will be elected for a one-year term. Public libraries and special libraries will be elected in even-numbered years. Academic libraries and school libraries will be elected in odd-numbered years, except for the first year. or July 1 [in the year selected], whichever is earlier. Death, resignation of removal of any library user as the Council member selected by a particular type of library automatically terminates such Council member’s term as a Council member. Appointment or election of a library user as the library user designee of the type of library shall operate to select that person as a member of the Council.
Section 4. Vacancies. A vacancy on the Council shall occur in the event of:
A. The death or resignation of any member;
B. The removal of a member by the institution or public library jurisdiction which designated that member;
C. The removal of a library user member by the vote of members of that type of library; or
D. The declaration by resolution of the Council of a vacancy in the office of a member who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under Nonprofit Corporation Law, Chapter 2, Article 3.
Section 5 4. Resignation of a Member Change in Representative of an Institution. Any Council member may resign by giving written notice to the Appointing Institution’s authorities. Chairperson, the President or the Secretary of the Corporation The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a member’s resignation is effective at a later time, the Council shall notify The institution or public library jurisdiction represented by the member shall to designate a successor to join the membership of the Council and shall notify the Network. as of the date when the resignation becomes effective. Resignation of a Council member shall not constitute the withdrawal of the institution or public library jurisdiction represented by the member.
Section 6 5. Vacancies Filled by Members. The institution, public library jurisdiction or, in the case of a library user member, the libraries of the type which that designated that member shall designate select a representative to fill the vacancy created by the member.
Section 1. Place of Meeting. Meetings of members of the Council shall be held at any place within the Network area as designated by the Council. In the absence of a designation by the Council, meetings shall be held at the principal office of the Corporation.
Section 2. Regular Meetings. The Council shall have regular meetings which shall be open and accessible to the public as required in the Ralph M. Brown Act, as amended from time to time (the “Brown Act”). An annual meeting of the Council shall be held on the [day] of [month] of each year in the fall of each year at [time] 10:00 a.m., unless the Council fixes another date or time and so notifies the members as provided in this Article 5. At each annual meeting, the Chairperson ______________shall be elected and other proper business may be transacted.
THIS NETWORK IS SUBJECT TO THE BROWN ACT, WHICH IS INDORPORATED BY REFERENCE AND GOVERNS THESE BYLAWS, INCLUDING SECTIONS 3 AND 4, REFERENCED BELOW.
Section 4. Notice Requirements for Meetings.
A. General Notice Requirements.
C. Affidavit of Mailing Notice.
E. Mailed Notice to Other Persons.
Section 5. Teleconference Meetings. Notwithstanding any other provision of law, the Council may use teleconferencing for the benefit of the public and the Council in connection with any meeting or proceeding authorized by law. All votes taken during a teleconferenced meeting shall be by rollcall.
If the Council elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the Council. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the Council members shall participate from locations within California. The agenda shall provide an opportunity for members of the public to address the Council directly at each teleconference location.
For purposes of this Section 5, “teleconference” means a meeting of the Council, the members of which are in different locations, connected by electronic means, through either audio or video, or both. The Council may provide the public with additional teleconference locations.
Section 6. Quorum. [One-third] of the voting power, represented in person, shall constitute a quorum for the transaction of business at any meeting of the Council. A meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
A. Eligibility to Vote. Subject to the provisions of the Nonprofit Corporation Law, persons entitled to vote at any meeting of members shall be all active members in good standing on the record date as determined under Section 9 of this Article 5 [ or such person’s duly designated alternate ].
B. Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by written ballot. if demanded before the voting begins by any member at the meeting. No action may be taken by secret ballot, whether preliminary or final. If a written ballot is used, the name of the member voting shall be identified on the ballot, and the clerk or Secretary of the Corporation shall announce the vote or post the vote at the meeting showing the roll and how the members voted.
C. No Proxy Rights. No member shall be entitled to vote by proxy.
D. Voting. Each member institution entitled to vote shall be entitled to cast one (1) vote, through its representative, on each matter motion or ballot submitted to a vote of the members.
E. Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless voting by classes or the vote of a greater number is required by Nonprofit Corporation Law or the Articles.
Section 8. Closed Sessions. Closed session items shall be described in the agenda. The Council shall publicly report any action taken in closed session and the vote or abstention of every member present, and shall also keep and enter in a minute book a record of discussed and decisions made at the meeting as required by the Brown Act.
THE BROWN ACT IS INCORPORATED BY REFERENCE AND GOVERNS THESE BYLAWS, INCLUDING SECTIONS 9 AND 10, REFERENCED BELOW
A. For Notice, Voting and Other Council Actions.
B. For Actions Not Set by the Council.
C. Determination of Members Upon Record Date.
Section 10. Adjournment and Notice of Adjourned Meetings.
Section 1. Powers. Subject to the limitations stated in the Articles, these Bylaws, the Nonprofit Corporation Law and the Library of California Act, and subject to the duties of directors as prescribed by the Nonprofit Corporation Law, all corporate powers not otherwise exercised by the Council shall be exercised by or under the direction of, and the policies of the Council shall be carried out by, the Board of Directors. The individual directors shall act only as members of the Board of Directors, and the individual directors shall have no power as such.
Section 2. Number of Directors. The Board of Directors shall consist of [at least five (5) but no more than twelve (12)] directors unless changed by amendment to these Bylaws. [The exact number of directors shall be fixed, within those limited, by a resolution adopted by the Council. Until changed by resolution of the Council, the authorized number of directors of the Corporation shall be ( ).]
Section 3. Composition. The Board of Directors shall be composed of the following persons elected from the membership of by the Council:
[A. At least one (1) director from each type of library elected by Council members of that type of library;
B. At least one (1) library user elected from Council members/by the Council; and
C. One director representing UCSB; and
D. ( ) additional directors from The elected officers of the Network.
Section 4. Election and Term of Office.
A. The Directors of the Corporation Network shall be the persons who are elected by the Council members. Death, resignation or removal of any director automatically terminates such director’s term as a Director of the Corporation Network. Appointment or election of any person as a Director by Council members of that type of library shall operate to elect that person as a Director of the Corporation Network.
B. The term of a Director shall be [one (1) year] two (2) years beginning on the date of the Board of Director’s annual meeting.or July 1 [in the year elected], whichever is earlier. A director shall hold office until the earlier of (i) the expiration of the term which shall not exceed one (1) year for which such director was elected and either such director’s successor is elected and qualified or the Board of Directors declares such director’s position to be vacant, or (ii) the death, resignation or removal of the director. The terms shall be assigned as follows: Academic and Special Libraries in even-numbered years, and Public libraries and School Libraries in odd-numbered years.
C. Not more than forty-nine percent (49%) of the No persons serving on the Board of Directors of the Corporation Network may be “interested persons.” For the purpose of the foregoing, “interested persons” means either (i) any person currently being compensated by the Corporation Network for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise. (excluding any reasonable compensation paid to a director as a director), or (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. However, any violation of this Section 4 shall not affect the validity or enforceability of transactions entered into by the Corporation.
[D. ( ) Two (2) directors shall be designated, one (1) by UCSB Library and one by the Black Gold Cooperative Library System [fill in the blank with the names of entities or groups who want a designated seat on the board, e.g., the statewide resource libraries group]. Each of these directors shall hold office for ( ) years and until a successor director has been designated and qualified.] by UCSB or Black Gold.
Section 5. Nominations and Elections. For each director to be elected by a type of library and for the election of the library user(s) and at-large directors, if any, the Chairperson of the Council shall appoint a committee of Council members representing that type of library or and representing the Council at large, respectively, to nominate qualified candidates for election to the Board of Directors at least ninety (90) days before the date of any election of directors. The nominating committee shall make its report at least [seventy-two (72) hours] before the date of the election, or at such other time as the Council may set, and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all ballot of the candidates nominated by the committee.
For corporations with 500 or more members, Council members of a particular type of library representing two percent (2%) of the voting power may nominate candidates for directors by petition. The petition must be signed by those members within eleven (11) months preceding the next time directors are to be elected, and delivered to an officer of the Corporation. On timely receipt of the petition signed by the required number of members, the Secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of the candidates chosen by the nominating committee.
Section 6. Floor Nominations. When a meeting is held for the election of directors, any member present at the meeting may place names in nomination.
Section 7. Nominee’s Right to Solicit Votes.The Board of Directors shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for members, [whether by type or at large,] to choose among the nominees.
Section 8. Use of Corporate Funds to Support Nominee
Section 10. Resignation of a Director. Any director may resign by giving written notice to the Chairperson, the President or the Secretary of the Corporation Network. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board of Directors shall notify the Council as of the date when the resignation becomes effective. Except upon notice to the Attorney General, no director may resign where the Corporation Network would then be left without a duly elected director or directors in charge of its affairs. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Resignation of a director shall not constitute the resignation of the person as a Council member nor the withdrawal of the institution or public library jurisdiction for whom the director serves as a Council member.
Section 11. Vacancies Filled by Members. Vacancies on the Board of Directors shall be filled by the Council members in the manner prescribed in these Bylaws for regular appointments to the Board of Directors. The term of a director so elected shall be the unexpired portion of the term of the director being replaced.
Section 1. Place of Meeting. Meetings of the Board of Directors shall be held at any place within the Network area as designated by the Board of Directors. In the absence of a designation by the Board of Directors, meetings shall be held at the principal office of the Corporation.
Section 2. Regular Meetings. The Board of Directors shall have regular meetings which shall be open and accessible to the public as required in the Brown Act. Immediately after the annual meeting of the Council, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. The Council will elect the officers and the members of the Board of Directors. No general notice of such meeting need be given, but the provisions of Sections 4D and 4E of this Article 7 shall apply.
The Brown Act is hereby incorporated by reference and governs the following sections:
Section 4. Notice Requirements for Meetings.
A. General Notice Requirements.
C. Affidavit of Mailing Notice.
E. Mailed Notice to Other Persons.
Section 5. Teleconference Meetings.
Section 6. Quorum. A majority (6 of 11) of the authorized number of directors shall constitute a quorum for the transaction of business. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting as provided in Section 9 of this Article 7. A meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the directors required to constitute a quorum.
Section 7. Voting. Each director shall have one (1) vote. Voting may be by voice or ballot. No action may be taken by secret ballot, whether preliminary or final. If a written ballot is used, the name of the director voting shall be identified on the ballot, and the clerk or Secretary of the Corporation Network shall announce the vote or post the vote at the meeting showing the roll and how the directors voted. No director shall be entitled to vote by proxy.
Section 8. Closed Sessions. As required by the Brown Act.
Section 9. Adjournment and Notice of Adjourned Meetings. As required by the Brown Act.
Section 10. Fees and Compensation. Directors shall not receive any stated salary for their services as directors. but, by resolution of the Board of Directors, a fixed fee may be allowed for attendance at each meeting. Directors may be reimbursed in such amounts as may be determined from time to time by the Board of Directors for expenses paid while acting on behalf of the Corporation Network or expenses incurred in attending meetings of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.
Section 1. Creation and Powers. Subject to the limitations contained in the Nonprofit Corporation Law, the Library of California Act or imposed by the Articles or by these Bylaws, the Council and the Board of Directors may create such subgroups, committees and advisory bodies, each consisting of two (2) or more members or directors appointed by the Council or the Board of Directors, respectively, and delegate such duties as it may from time to time deem advisable to assure the effective and efficient operation of the Network. The Council or the Board of Directors may designate one (1) or more members or directors as alternate members of any subgroup, committee or advisory body who may replace any absent member at any meeting of the committee. Appointees to such subgroups need not be members of the Council or the Board of Directors.
Section 2. Minutes and Reports. Each subgroup, committee and advisory body shall keep regular minutes of its proceedings, which shall be filed with the Secretary. All action by any subgroup, committee or advisory body shall be reported to the Council or Board of Directors, as appropriate, at the next meeting thereof, and, insofar as rights of third parties shall not be affected thereby, shall be subject to revision and alteration by the Council or the Board of Directors.
Section 3. Meetings. Meetings shall be open and accessible to the public as required by the Brown Act. Except as otherwise provided in these Bylaws or by resolution of the Council or the Board of Directors, each subgroup, committee or advisory body shall adopt its own rules governing the time and place of holding of its meetings. Unless otherwise provided by such rules or by resolution of the Council or the Board of Directors, meetings shall be governed by Sections 4, 5, 6, 7, 8 and 9 of Article 7 of these Bylaws.
Section 4. Term of Office of Members. Each subgroup committee or advisory body member shall serve at the pleasure of (a) the Council if a Council subgroup, committee or advisory body but not to exceed such member’s term as a representative on the Council, or (b) the Board of Directors if a Board subgroup, committee or advisory body. but not to exceed such member’s term as a director, if a director.
Section 1. Officers. The officers of the Corporation Network shall be a Chairperson, a President, a Vice President/President Elect, a Secretary and a Treasurer. Chief Financial Officer. The Corporation may also have, at the discretion of [the Council or the Board of Directors], a Chairperson of the Board of Directors, one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 3 below. One (1) person may hold two (2) or more offices; provided, however, that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or Chairperson.
Section 2. Election and Term. The Chairperson President of the Corporation Network shall be chosen elected by the Council for a one-year term. and shall serve at the pleasure of the Council, subject to the rights, if any, under any applicable contract. The other officers of the Corporation Network shall be chosen elected by [ the Council or, if the Council so directs, the Board of Directors, the Board of Directors], subject to the rights, if any, of an officer under any contract of employment. and shall serve one-year terms. Officers need not be chosen nominated from among the Council members or directors.
Section 3. Appointment of Other Officers. The Council may appoint and authorize the Board of Directors, the Chairperson, the President or another officer to appoint any other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are required in these Bylaws or as the Council or the Board of Directors may from time to time determine.
Section 4. Removal. Without prejudice to the rights of any officer under an employment contract, the Council may remove the Chairperson with or without cause, and [the Council or the Board of Directors] may remove any other officer appointed by it with or without cause. An officer who was not chosen by the Council or the Board of Directors may be removed by any other officer on whom [the Council or the Board of Directors] confers the power of removal.
Section 5. Resignation. Any officer may resign at any time by giving written notice to the Council and the Board of Directors, subject to the rights, if any, of the Corporation Network under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of any officer who is also a Council member or a director shall not constitute the resignation of the person as a Council member or director nor the withdrawal of the institution or public library jurisdiction for whom the officer serves as a Council member.
Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.
Section 8. President. Subject to such supervisory powers, if any, as may be given by [the Council or the Board of Directors] to the Chairperson, The President shall be the General Manager and Chief Executive Officer of the Corporation Network and shall, subject to the control of [ the Council or the Board of Directors ], have general supervision, direction and control of the business and officers (other than the Chairperson) of the Corporation. Network. {From Section 7, above: The Chairperson President of the Council Network [and the Board of Directors] shall, if present, preside at all meetings of the Council [ and the Board of Directors ] and exercise and perform such other powers and duties as may be, from time to time, assigned to the Chairperson President by the Council [ and the Board of Directors ] or prescribed by these Bylaws. End section. } The President shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by [ the Council or the Board of Directors ] or by these Bylaws.
[Section 9. Vice President/President Elect. In the absence or disability of the President, the Vice Presidents/President Elect, if there be such officers, in order of their rank as fixed by [the Council or the Board of Directors] or, if not ranked, the Vice President designated by [the Council or the Board of Directors], shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s)/President Elect shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by [ the Council or the Board of Directors ] or these Bylaws.]
Section 10. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Council, the Board of Directors and any subgroups, committees and advisory bodies thereof. Such minutes shall include all waivers of notice, consents to the holding of meetings or approvals of the minutes of meetings executed pursuant to these Bylaws, the Nonprofit Corporation Law or the Brown Act. The Secretary shall give, or cause to be given, notice of all meetings of the Council and Board of Directors, and any subgroups, committees and advisory bodies thereof, required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Council, the Board of Directors or these Bylaws.
Section 11. Chief Financial Officer Treasurer. The Chief Financial Officer Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation Network with such depositaries or depositories as may be designated by [ the Council or the Board of Directors ]. The Chief Financial Officer Treasurer shall reimburse all funds of the Corporation Network as may be ordered by [ the Council or the Board of Directors ], shall render to the Chairperson, the President and the Council members and directors whenever they request an account of all of the Chief Financial Officer’s Treasurer’s transactions as Chief Financial Officer, Treasurer, and of the financial condition of the Corporation Network, and shall have such other powers and perform such other duties as may be prescribed by [ the Council or the Board of Directors ] or by these Bylaws.
[ Section 12. Assistant Secretary.
Section 1. Contracts with Directors and Officers. No Council member or director of this Corporation Network nor any other corporation, network, firm, association, or other entity in which one or more of this Corporation’s Network’s Council members or directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction, unless: (a) the material facts regarding that member’s or director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Council or Board of Directors prior to the Council’s or the Board of Directors’ consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Council or Board of Directors by a vote sufficient for that purpose without counting the votes of the interested members or directors; (c) before authorizing or approving the transaction, the Council or Board of Directors considers and in good faith decides after reasonable investigation that the Corporation Network could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the Corporation Network for its own benefit enters into the transaction, which is fair and reasonable to the Corporation Network at the time the transaction is entered into.
This section does not apply to a transaction that is part of an educational, public or charitable program of this Corporation Network if it (a) is approved or authorized by the Corporation Network in good faith and without unjustified favoritism, and (b) results in a benefit to one or more Council members or directors or their famili es because they are in the class of persons intended to be benefited by the educational, public or charitable program of this Corporation Network.
Section 2. Loans Reimbursements to Council Members, Directors, and Officers and Advisors. This Corporation shall not lend any money or property to or guarantee the obligation of any Council member, director or officer without the approval of the California Attorney General; provided, however, that The Corporation Network may advance money to a Council member, director, officer or advisor of the Corporation Network for expenses reasonably anticipated to be incurred in the performance of his or her duties if that member, director, officer or advisor would be entitled to reimbursement for such expenses by the Corporation Network.
Section 1. Grants. The making of grants and contributions, and otherwise rendering financial assistance for the purposes of the Corporation Network, may be authorized by [the Council or the Board of Directors ]. The Council or The Board of Directors ] may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation Network, to make any such grants, contributions or assistance.
Section 2. Execution of Contracts. [The Council or The Board of Directors] may authorize any officer, employee or agent, in the name and on behalf of the Corporation Network, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the [Council or the Board of Directors ] to the contrary and subject to any restrictions or limitations imposed by [the Council or the Board of Directors ], the Chairperson, President, [ or ] Executive Director, or the Vice President/President Elect shall be authorized to execute such instruments on behalf of the Corporation Network.
[Section 3. Loans. The Chairperson, President, or any other officer, employee or agent authorized by [the Council or the Board of Directors] Executive Director or Treasurer, when authorized by the Board of Directors, may effect loans and advances at any time for the Corporation Network from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation Network and, when authorized by [ the Council or the Board of Directors ] so to do, may pledge and hypothecate or transfer assets of the Corporation Network as security for any such loans or advances. Such authority conferred by [the Council or the Board of Directors ] may be general or confined to specific instances or otherwise limited.]
Section 4. Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation Network, and all notes or other evidences of indebtedness of the Corporation Network, shall be signed on behalf of the Corporation Network in such manner as shall, from time to time, be determined by resolution of [the Council or the Board of Directors ].
Section 5. Deposits. The funds of the Corporation Network not otherwise employed shall be deposited from time to time to the order of the Corporation Network in such banks, trust companies or other depositories as [the Council or the Board of Directors ] may select or as may be selected by an officer, employee or agent of the Corporation Network to whom such power may from time to time be delegated by [the Council or the Board of Directors ].
Section 1. Indemnification by Corporation Network.
Section 3. Inspection by the Council and the Board.
Section 5. Annual Statement of Certain Transactions and Indemnifications.
Section 1. Membership List. Unless the Corporation Network provides a reasonable alternative as provided below, any member of the Council may do either or both of the following for a purpose reasonably related to the member’s interest as a Council member:
A. Written Demand for Personal Inspection and Copying. Inspect and copy the records containing members’ names, addresses, and voting rights provided that the Corporation Network is given a written demand stating the purpose for which the inspection rights are requested and given to the Corporation Network at least five (5) days in advance of the desired inspection date which shall be during usual business hours; or
B. Written Demand to Secretary of Corporation Network. Obtain from the Secretary of the Corporation Network, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The Corporation Network may, within ten (10) business days after receiving a demand under this Section 1, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.
If the Corporation Network reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section 1, it may deny the member access to the membership list.
Any inspection and copying under this Section 1 may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the Corporation Network.
Section 2. Accounting Records and Minutes. On written demand on the Corporation Network, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the Council and the Board of Directors, and subgroups, committees and advisory bodies thereof, at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. This right of inspection extends to the records of any subsidiary of the Corporation Network.
Section 3. Articles and Bylaws. The Corporation Network shall keep at its principal office the original or a copy of the Articles and Bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours.
ARTICLE 15. LONG-RANGE PLAN AND ANNUAL PLAN OF SERVICE.
Section 1. Development of Plans. The Council shall cause a long-range plan (“Long-Range Plan”) and an annual plan of service (“Annual Plan”) to be submitted annually to the Library of California Board for its approval by April 1 of the fiscal year immediately preceding the July 1 fiscal year for which funds under the Library of California Act are requested. The Long-Range Plan shall set forth the goals and objectives for the Corporation Network over a three (3)-year period, relative to the purposes of the Library of California Act and the needs of the people within the Network area. The Annual Plan shall provide for services to advance the Corporation’s Network’s long-range goals and objectives and a budget proposed for the next fiscal year.
Section 2. Council Approval of Plans. The Long-Range Plan and the Annual Plan shall be approved by the Council prior to their submission to the Library of California Board [ ; provided, however, the Council may delegate to the Board of Directors the authority to make certain modifications to the plans if the plans are disapproved by the Library of California Board and to resubmit the plans for consideration ].
Section 3. Revision of Annual Plan. Any revision of the Annual Plan, including its budget, shall be submitted to the chief executive officer of the Library of California Board at least thirty (30) days prior to the effective date of the proposed changes.
Section 4. Corporation Network Report. On or before October 1 of each year, a report (“ Corporation Network Report”) shall be filed by the Corporation Network with the Library of California Board for the July 1 fiscal year just ended. The Network Report, in the form and manner prescribed by the Library of California Board, shall describe the actual accomplishments and expenditures of the Corporation’s Network’s program, comparing them with the planned accomplishments and expenditures for the fiscal year reported, and include other appropriate commentary.
Section 1. Standards, Retention of Property. Subject to the provisions of Government Code Sections 53601 et seq.:
A. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation’s Network’s investments, other than assets held for use or used directly in carrying out a public or charitable program of the Corporation Network, the Council shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of the Corporation’s Network’s capital.
B. Unless limited by the Articles, the Corporation Network may continue to hold property properly acquired or contributed to it if and as long as the Council, in the exercise of good faith and of reasonable prudence, discretion and intelligence, may consider that retention is in the best interests of the Corporation Network. No retention of donated assets violates this Section 1, where such retention was required by the donor in the instrument under which the assets were received by the Corporation Network, except that no such requirement may be effective more than ten (10) years after the death of the donor.
C. No investment violates this Section 1 by virtue of the investment’s speculative character, where the investment conforms to provisions authorizing such investment contained in the instrument or agreement under which the assets were contributed to the Corporation Network.
A. The Corporation Network may receive donations earmarked for an endowment fund from any source in cash or in other property acceptable to [ the Council or the Board of Directors ], provided the terms and conditions, if any, are consistent with the purposes and powers of the Corporation Network as set forth in the Articles or the Bylaws of the Corporation Network. All donations so received, together with the income therefrom (the “Fund”), shall be held, managed, administered and paid out in accordance with any terms and conditions with respect thereto. Unless otherwise specifically required, the Corporation Network may mingle such restricted donations with other assets of the Fund. The Corporation Network may reject any donation carrying restrictions deemed by [ the Council or the Board of Directors ] to be incompatible with the purpose of the Fund or the Corporation Network.
B. The Corporation Network shall keep a complete record of the source of all gifts made to the Fund and shall take such steps as [ the Council or the Board of Directors ] deems appropriate to recognize and commemorate each such gift, to the end that the memory of the gift and of the donor shall be appropriately preserved.
C. The Corporation Network shall disburse the Fund or the income therefrom at such time and in such a manner and in such amounts as [the Council or the Board of Directors] may, in its discretion, determine for the Corporation Network or its related activities.
In the event that the Corporation Network shall at any time be a private foundation within the meaning of section 509 of the United States Internal Revenue Code of 1986, as amended (the “Code”), the Corporation Network, so long as it shall be such a private foundation, shall distribute its income for each taxable year at such time and in such manner as not to subject it to the tax on undistributed income imposed by Code section 4942, and the Corporation Network shall not: (a) engage in any act of self-dealing as defined in Code section 4941(d); (b) retain any excess business holdings as defined in Code section 4943(c); (c) make any investments in such manner as to subject the Corporation Network to any tax under Code section 4944; or (d) make any taxable expenditures as defined in Code section 4945(d).
[Section 1. Seal. The Council may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation Network and the year and state of its incorporation.]
Section 2. Fiscal Year. The fiscal year of the Corporation Network shall be determined, and may be changed, by resolution of the Council.
Section 1. Amendment by Council Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the Council, except as otherwise provided by law or by the Articles [; provided, however, technical amendments necessary for these Bylaws to remain in compliance with the Library of California Act, the Regulations and Nonprofit Corporation Law may be adopted by the Board of Directors]. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a director beyond that for which the director was elected.
Section 2. Designation of Directors. Any provision of these Bylaws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the Corporation’s Network’s members, subject to the consent of the person or persons entitled to designate or select any such directors.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Library of California Act and the Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
End of draft bylaws