Board of Trustees
Raul de Brigard, President
Mary Ellen Karkutt-Kulak, Treasurer
Billie Jean (BJ) Noonan, Comptroller
Virginia Evensen, Secretary
Elizabeth Anderson; Marijean Conrad; Pamela J. Crum; Stephanie Denkowicz; James Simpson; Carl Conrad; Sharon Kapitulik
The Board of Trustees meets the 4th Tuesday each month at 7 PM.
BRAINERD MEMORIAL LIBRARY ASSOCIATION
INCORPORATED ARTICLES OF ASSOCIATION
BE IT KNOWN, that we, the subscribers, do hereby associate ourselves as a body politic and corporate, pursuant to the statute laws of the State of Connecticut regulating the formation and organization of corporations without capital stock, and the following are our articles of association:-
Article 1. The name of said corporation shall be The Brainerd Memorial Library Association, Incorporated.
Article 2. The purposes for which said corporation is formed are the following, to wit:-
To establish and maintain a public library and reading-room and at its discretion a lecture hall and rooms for purposes of science and art, in the town of Haddam, which shall, under proper regulations to be adopted by the association, be free to all the inhabitants of said town.
It shall be the duty of said corporation, by its proper officers, to render in the month of January in each year, to the Connecticut Public Library Association, an account of the income and expenditures of said corporation, for the year ending on the 31st of December preceeding, together with an inventory of the assets and investments of the same in detail; and in the event that such an account shall not be rendered, the State Attorney for the County of Middlesex, or the Attorney General, shall have power in the name of the State of Connecticut, to compel the officers of said corporation to file such account with said committee.
This association is authorized to arrange with the present Haddam Library Association for the placing of its books, by gift or otherwise in the Brainerd Memorial Library, and to make any proper arrangement for obtaining state aid for the library under the provisions of the statutes of Connecticut.
Article 3. The said corporation is located in the town of Haddam county of Middlesex and State of Connecticut.
Dated at Haddam this 19th day of November, 1906.
|Ephrain P. Arnold||)|
|Winer C. Hazen||)|
|Everett E. Lewis||)||Names of|
|Rollin U. Tyler||)|
|Jennie S. Walkley||)|
State of Connecticut )
Count of Middlesex ) ss Haddam November 19th, 1906.
Then and there personally appeared Ephrain P. Arnold, Winer C. Hazen, Everett E. Lewis, Wallace Porter, Rollin U Tyler, and Jennie S. Walkley, signers of the foregoing instrument and acknowledged the same to be their free act and deed, before me,
Benj. W. Kelsey,
Approved November 22, 1906
Charter Fee $10.00 paid Nov. 22, 1906
The goal of the Board of Trustees of the Brainerd Memorial Library is to develop a library of resources, facilities and personnel that will meet the needs of the community and further the mission of the library.
ARTICLE I: BOARD OF TRUSTEES
The Brainerd Memorial Library Association, Inc. (the Association) is a Connecticut non-stock, tax-exempt corporation composed of twelve to fifteen members, who shall also serve as the Board of Trustees of the Association. Each member of the Board of Trustees (hereinafter “the Board”) shall serve for a term of three years. To provide continuity on the Board, terms are staggered so that no more than one-third of the Board is replaced at any one time.
When Trustee terms expire, the Board will present recommended new member(s) for each such term that expires to the Board of Selectmen of the Town of Haddam for appointment. All appointees must be residents of Haddam.
Upon the death, resignation, removal, or declination of any Trustee, the Board of Selectmen of the Town of Haddam will appoint a person to fill the vacancy, following the same recommendation procedure as described above. All resignations from the Board should be in writing and addressed to both the President and the Secretary of the Board.
However, as long as there are twelve remaining members on the Board, the expiration of a term of office, or the death, resignation, removal, or declination of a Trustee does not trigger the need for a new appointment until the Board, by majority of those present, votes to open that position. The request to authorize the creation of up to three additional positions on the Board beyond the minimum twelve may be submitted to the Board at any time by any Board member. Once the Board has voted to open the position(s), the nominating committee will submit name(s) to the Board for approval. The Board then recommends the name(s) to the Haddam Board of Selectmen, and the Board of Selectmen will then make the appointment to the position(s), in the same manner as described above.
No Brainerd Memorial Library Trustee may use his or her position as a trustee to obtain financial or other gain for the private benefit of the trustee or for the trustee’s immediate family, or for an organization with which the trustee is associated.
In the event that a conflict of interest situation arises, a trustee will be expected voluntarily to abstain from discussion of or voting on any issue(s) which the trustee recognizes as a conflict of interest position. If any other member of the board perceives a possible conflict of interest position for any other trustee, the possible conflict should be pointed out.
The Board may recommend the removal of its members to the Board of Selectmen. Such action may be taken only at a meeting called for this specific purpose. Intention to recommend removal must be included in the meeting call.
Any person who serves as a Trustee or Officer of the Association and who is not compensated for such services on a salary or prorated basis, shall be immune from civil liability or injury made in the exercise of such person’s policy or decision-making responsibilities if such person was acting in good faith and within the scope of such person’s official functions and duties, unless such damage or injury was caused by the reckless, willful or wanton misconduct of such person, as provided in Connecticut General Statutes Section 52-557m, and as hereafter amended.
ARTICLE II: GOVERNANCE
Except as otherwise authorized by the Board of Trustees, only the Board of Trustees, Officers, as well as the Library Director and other board members within the limits authorized by the Board, may make decisions which bind the Library to receive, perform, or supply any service, material or property. Other staff and volunteers may be charged with carrying out such transactions but they cannot set the terms or choose the entities or persons who shall be considered for the transaction beyond what has been clearly and unequivocally specified by the Library Director or by policies and procedures which have been approved by the Board.
ARTICLE III: OFFICERS
The officers are a president, a vice-president, a secretary, a treasurer, and a comptroller. Officers are elected at the annual meeting in June and serve a term of one year and until their successors shall be elected. Should an officer leave office before the expiration of his/her term, the Board shall elect a replacement as soon as possible. Officer resignations shall be in writing to the President or Secretary of the Board, or announced at a meeting, and if accepted will become effective when the replacement takes office.
President: Presides at all meetings of the Board; authorizes calls for any special meetings authorizes the creation of ad hoc committees and makes appointments to committees at times other than the annual meeting in consultation with other members of those committees and the Board; executes all documents authorized by the Board; develops and produces the agenda. The President or the President’s designee is an ex officio member of all Board committees.
Vice-president: Acts for the President in the latter’s absence and performs such other duties and responsibilities as the Board may determine.
Secretary: Keeps the minutes of all Board meetings; issues notices of meetings; has custody of the minutes and other records of the Board not assigned to other officers; submits the Annual Report of the Board to the town selectmen; notifies the town selectmen of Board recommendations for filling vacancies; performs such other duties as are generally associated with this office.
Treasurer: Is responsible for the safekeeping of funds; executes the decisions of the Finance Committee as recorded in its minutes; maintains adequate accounting records; prepares quarterly statements of income and balance sheets; readies the budget approved by the Board for presentation to the town; provides funds to the comptroller for library expenses; supplies the information required for the preparation of income tax returns and sees to it that these are filed in a timely manner, ensures that quarterly wage reports are made to the state Department of Labor, quadrennial tax-exempt returns, and other such submissions as are necessary.
Comptroller: Receives, reviews and pays all library bills; draws funds from the Treasurer for expenses; makes monthly financial reports to the Treasurer; files the annual report with the Secretary of State.
ARTICLE IV: MEETINGS
Regular meetings of the Board shall be held monthly at a fixed time and date determined at the annual meeting in June and recorded in the minutes. Changes in the time and date for future meetings may be made at any regular meeting of the Board. A simple majority vote of the Board members in attendance at the meeting is required.
The election of officers by vote of the Trustees will be held at the annual meeting in June, with newly elected officers assuming their positions at the July meeting. Each Trustee shall have one vote.
Special meetings may be held at the direction of the President or upon the request to the Secretary of at least two Board members. The nature and purpose of the meeting should be clearly stated in the agenda for the special meeting, notice of which should be given to all Board members at least 24 hours in advance of the meeting, and to the Town Clerk’s Office.
At any regular or duly called special meeting of the Board five members shall constitute a quorum for the transaction of business.
The order of business at regular meetings is as follows:
Call to order
Review of the agenda
Secretary’s report and acceptance of the minutes
Library Director’s report
Report of standing committees
Report of special committees
ARTICLE V: COMMITTEES
At every annual meeting the Board will approve the list of members for each standing committee, taking into account the recommendations submitted by the nominating committee. When, at other times, the Board business requires changes to committees or their membership, the President is empowered to make those appointments and change assignments in the manner prescribed under the President’s duties in Article II Each committee will appoint its own chair and report to the Board at each regular meeting. At least one member of a committee shall be a member of the Board. In the absence of reports from a committee, the Board may appoint a new chair. Members wishing to resign from standing committees may do so orally at a meeting of the Board or of the committee, or in writing to the committee Chair and Secretary of the Board. The President shall be notified of any such resignations. No committee will have other than advisory powers unless, by suitable action of the Board, or as otherwise provided by these bylaws, it is granted specific power to act. Expenditures beyond the allotted budget of a committee must first be submitted to the Board for approval, except in the case of emergencies, and with authorization of an officer. Standing committees will include but are not limited to the following:
Personnel and Policy Committee: This Committee shall recommend to the Board of Trustees a qualified candidate or candidates for the position of Library Director. The selection of the Library Director shall be by ballot of the Board. The Committee, in consultation with the Library Director, reviews personnel policies and salary ranges; works with the Director to develop policies pertaining to the public use of library facilities; prepares the annual evaluation of the Director for presentation to the Board. The Committee chair and the Board President will review the evaluation with the Director.
Budget and Finance Committee: Trustees holding the offices of Treasurer and Comptroller shall be members of the Budget and Finance Committee, which shall have at least 2 other members along with the President or President’s designee as an ex officio member. This Committee: manages the funds of the Association; is empowered to make any investment changes it deems advisable which are approved by a majority vote of the committee; reviews the budget recommended by the Director; and makes budget recommendation to the Board. As noted in the responsibilities of the Treasurer, that officer, or his designee, has the power to execute any assignments necessary to carry out the investment decisions of the Committee.
Building and Grounds Committee: Handles matters dealing with major issues relating to the physical plant, including, but not limited to, maintenance and repair of buildings, grounds care, improvements, and real estate.
Library Development and Planning Committee: Develops both short term and long range planning; works with the Director on institutional goal setting and developing grant-writing strategies.
Nominating Committee: Presents to the Board one or more names to be appointed to the Board whenever a position on the Board is to be filled; prepares a slate of officers as well as the list of committees and their members for consideration by the Board at its annual meeting. In either case, prior to presenting names, the nominating committee must seek suggestions from the Board and obtain the consent of the individuals under consideration.
ARTICLE VI: LIBRARY DIRECTOR AND STAFF
The Director, who serves at the pleasure of the Board, shall be the executive and administrative officer of the library on behalf of the Board and work under the Board’s review and direction. The Director shall hire and specify the duties of other employees; shall be held responsible for the proper direction and supervision of the staff, for the day-to-day care and maintenance of library property, including day-to-day matters of the physical plant, for proper selection and deployment of resources, for the efficiency of library service to the public, and for its financial operation within the limitations of the budgeted appropriation. In all cases where there are major policy or expenditure issues, these concerns will be brought to the attention of the appropriate Board committee or the Board.
The Director shall attend all Board meetings and make monthly and annual reports to the Board of Trustees.
ARTICLE VII: DISSOLUTION
In the event of the dissolution of the Brainerd Memorial Library Association, Inc. by vote of its Board of Trustees, all of its assets, real and otherwise, of whatever nature, shall be deeded to the town of Haddam for the continued provision of free Library Service to the Town on the present site.
ARTICLE VIII: GENERAL
An affirmative vote of the majority of all members of the Board present at the time shall be necessary to approve any action before the Board.
These bylaws may be amended by the vote of a majority of all the members of the Board, but no motion to amend shall be acted upon until the next regular meeting after the amendment has been submitted in writing.
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 twothirds
of all members of the Board shall be present and two-thirds of those present shall so approve.
Robert’s Rules of Order Revised shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
Approved: April 19, 1968
Revised: April 18, 1974
April 15, 1986
April 19, 1988
April 25, 1988
October 13, 1992
May 26, 1998
October 27, 1998
May 27, 2003
March 25, 2008
June 25, 2013