| London Public Library Board Bylaws |
| PREAMBLE |
The Public Libraries Act, Revised Statutes of Ontario, 1990., Chapter P 44, provides that the public libraries shall be under the management and control of a Board, which is a corporation |
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1.
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GENERAL
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| 1.1 |
Name |
The London Public Library Board, hereinafter referred to as “the Board”, is established under the Public Libraries Act, Revised Statutes of Ontario, 1990, herein referred to as “the Act”. |
| 1.2 |
Enactment |
The following rules and regulations of the Board shall be observed for the order and dispatch of business and shall regulate the conduct and duties of its members and officers. Where there is any conflict between these rules and regulations and the Public Libraries Act as amended, or other Acts such as the Municipal Act, the Municipal Conflict of Interest Act, the Act or Acts shall take precedence. |
| 1.3 |
Head Office |
The Head Office of the Board shall be at the Central Library, 251 Dundas Street, London, Ontario, N6A 6H9. |
| 1.4 |
Purpose |
The purpose of the Board is to provide public library services to the residents of London as set out in the Act and/or defined by the Board from time to time. |
| 1.5 |
Corporate Seal |
The Board shall have a corporate seal, an impression of which is stamped on the margin hereof. The seal shall be affixed under the direction of the Board to all deeds, contracts, or instruments requiring the seal, and which seal shall be attested by the signa¬tures of the Chair of the Board, Vice Chair, Chief Executive Officer and Assistant Treasurer, or any two of them, or by such member and/or such other officer of the Board as the Board shall direct. |
| 1.6 |
Power and duties |
The Board’s powers and duties shall be those described in the Act. |
| 1.7 |
Rules of Order |
Conduct of meetings and procedures thereto not set out herein shall follow Procedures for Meetings and Organizations by M. Kaye Kerr and Hubert W. King. |
| 1.8 |
Indemnification |
The London Public Library Board hereby agrees to save harmless and keep indemnified London Public Library Board members, London Public Library Board employees and volunteers, its successor and assigns from and against all claims, demands, actions, suits, proceedings, losses, costs, including reasonable legal costs, charges, damages, liabilities and expenses which the Board, its successors and assigns, may at any time or times bear, sustain, suffer, be put to or incur by reason of any action or other proceeding arising out of acts or omissions done or made by them in their capacity as board members or board employees including while acting in the performance of any statutory duty imposed by any general or specific act or for paying any sum required in connection with the settlement of such an action or other proceeding and for assuming the cost of defending any such person in such an action or other proceeding. |
| 1.9 |
Interpretation |
The use of the singular shall be deemed to include the plural wherever the context so requires.
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2.
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BOARD COMPOSITION
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| 2.1 |
Size and Composition |
The Board shall consist of nine (9) members appointed by the Council of the Corporation of the City of London, hereinafter referred to as “the Council”:
a) two (2) members of the Municipal Council;
b) seven (7 citizens-at-large). |
| 2.2 |
Qualifications |
Appointees must meet the qualifications set out in the Public Libraries Act. |
| 2.3 |
Term |
A member of the Board shall hold office from the 1st day of December of the year the term of office begins to the 30th day of November of the final year of the term concurrent with the term of the Council. |
| 2.4 |
Succession |
Every member shall continue to hold office until his or her successor is appointed |
| 2.5 |
Resignations / Vacancies |
Vacancies arising for any reason shall be filled by the Council and the person appoint¬ed shall hold office for the unexpired term of the person whose place has become vacant, except if the unexpired term is less than forty-five (45) days. |
| 2.6 |
Disqualifications |
If a Board member is absent from meetings of the Board for three (3) consecutive calendar months without a resolution having been recorded in the minutes, that member’s seat shall be deemed to be vacated and the Board, by motion, shall notify the Council that the seat has become vacant. |
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3.
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BOARD OFFICERS and APPOINTMENTS
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| 3.1 |
Chair |
The Board shall elect the Chair for a one-year term. The Chair shall hold office until the next annual or inaugural meeting, or until a successor is elected. In the event the Chair becomes vacant for any reason, the Vice Chair shall assume the office for the unexpired term.
The duties of the Chair shall include:
a) presiding at all meetings of the Board, preserve order,
b) deciding all questions on order, subject to appeal to the Board,
c) voting on any question before the Board and if there shall be an equality of votes, the question shall be deemed to be negative,
d) being an ex officio member of all committees. |
| 3.2 |
Vice-Chair |
The Board shall elect the Vice-Chair for a one-year term and until a successor is elected. In the absence of the Chair, the Vice-Chair shall preside and shall have all of the Chair’s powers and responsibilities. If both the Chair and Vice-Chair are absent, the members of the Board shall select a member to chair the meeting, provided a quorum is present. The Vice-Chair shall hold office until the next annual or inaugural meeting, or until a successor is elected. In the event the Vice Chair becomes vacant for any reason a new Vice Chair shall be elected in the same manner as outlined theretofore. |
| 3.3 |
Secretary-Treasurer |
The Board shall appoint by motion a Secretary Treasurer who shall be the Chief Executive Officer of the Board and shall hold office until removed by motion of the Board. |
| 3.4 |
Chief Executive Officer |
The Chief Executive Officer is the Board’s employee to whom the Board delegates the supervision and direction of the operations of the Library and its staff and who shall be known in these bylaws as CEO/Secretary–Treasurer. |
| 3.5 |
Assistant Treasurer |
The Board shall appoint by motion an Assistant Treasurer who shall be the Director, Financial Services. |
| 3.6 |
Signing Officers |
Signing officers of the Board shall be the Chair, the Vice Chair, the CEO/Secretary-Treasurer and the Assistant Treasurer, and the signatures of any two (2) shall be affixed to documents as necessary. |
| 3.7 |
Other Officers |
The Board shall appoint such other officers as it deems necessary, all of whom shall hold office at the pleasure of the Board. |
| 3.8 |
External Appointments |
The Board shall make appointments to external organizations as required or in the interest of the Board:
a) the Southern Ontario Library Service Trustee Council for a three (3) year term;
b) other bodies as may be necessary. |
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4.
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BOARD MEETINGS
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| 4.1 |
Inaugural Meeting |
The inaugural meeting of the Board shall be held in December of the first year of the term of Council or at such time following as the majority of appointments have been made to the Library Board. The meeting will be held at the time and place estab¬lished by the Board at a regular meeting of the Board in the prior year. |
| 4.2 |
Annual Meeting |
The annual meeting of the Board, for the purpose of electing Officers, shall be held in the first year of the term at the same time as the Inaugural meeting.
During intervening years, the annual meeting of the Board shall be held in December at the time and place established by the Board at a regular meeting of the Board in the prior year.
At the time appointed for the meeting, the CEO/Secretary Treasurer, shall call the Board to order and read the names of the members appointed. The CEO/Secretary-Treasurer shall act as Chair pro tem for the election of the Chair for the current year and shall call for nominations. Nominations shall be made with no seconder required. Nominations shall be closed by motion made and seconded.
The election of the Chair requires “a majority vote” which is defined as “votes cast by fifty percent plus one of members present”.
a) If only one member has been nominated that member shall be declared elected.
b) If more than one member has been nominated, the Chair shall be elected by secret ballot. The member receiving a majority vote shall be declared elected by the CEO/Secretary Treasurer but the count shall not be disclosed.
c) Should no member receive a majority vote, the CEO/Secretary-Treasurer shall so declare and balloting shall proceed until a Chair is elected, with a majority vote, or after three consecutive ties, the names of the members nominated shall be placed in a container and one name of one member shall be drawn, who shall be declared elected.
d) If two or more members have been nominated and have received votes, but not a majority vote, then prior to the next balloting the name of the member with the least number of votes shall be removed from the ballot, and voting shall continue as in section (c); names of members who have not received any votes are also removed.
e) If two or more members have been nominated and have received votes, but no member has received a majority vote, and there is a tie amongst some but not all of those members receiving votes, then voting continues until a Chair is elected, with a majority vote, or, after three consecutive ties, then the names of the members with the tied votes are placed in a container and the name of one member drawn to remain on the ballot. Voting then continues until a Chair is elected as per section (c).
Following election, the Chair shall assume the Chair and call for nominations for Vice Chair. If the Chair is not present, the CEO/Secretary Treasurer shall call for nominations for Vice Chair. The election of Vice Chair shall be conducted in the same manner as that for Chair. Should the past Chair no longer be a member of the Board, the election of a third member to the Executive Committee shall be conducted in the same manner as that for Chair.
If neither the Chair nor Vice Chair is in attendance at either the inaugural meeting or subsequent meetings, members of the Board shall, by motion, appoint one of their own members to be Chair pro tem. |
| 4.3 |
Regular Meetings |
Regular meetings ofthe Board shall be held in two parts: a public session and a closed meeting.
Regular meetings of the Board shall be held at the Central Library a minimum of 7 times a year on the fourth Thursday of months agreed upon by the board at the beginning ofeach year, or at such other time and place as is decided at a previous meeting by a majority vote of the members present.
A meeting shall becalled to order by the Chair at the appointed hour. Should there be no quorum present thirty(30) minutes after the time appointed for the meeting the CEO/Secretary-Treasurer shall record the names of those present and the meeting shall stand adjourned. Should a quorum not be present during a meeting no further business may be conducted and the meeting shall stand adjourned. |
| 4.4 |
Public Session |
Public Session part of the Board meeting shall be open to the public. Delegations from the public will be received under the terms of the policy related to delegations. |
| 4.5 |
Executive Session |
When the Board determines that matters should be dealt with in the absence of the public, a motion to move into an Executive Session must be moved, seconded and approved by a majority vote, prior to the meeting being closed.
The following subjects may be discussed at properly constituted closed sessions:
a) Debate as to whether or not an item is properly in Executive Session where, in the Chair’s opinion, the discussion in public session would be prejudicial,
b) Security of Board property,
c) Confidential personal matters, such as matters about an identifiable individual,
d) Proposed or pending land acquisition or disposition by the Board,
e) Labour relations,
f) Litigation or potential litigation,
g) Advice that is subject to solicitor-client privilege including communications for that purpose,
h) A request under the Municipal Freedom of Information and Protection of Privacy Act.
The Board may invite appropriate persons to attend Executive Sessions.
Minutes shall be recorded. A report shall be made by the Chair at the next regular meeting. |
| 4.6 |
Notification of Meetings |
Notices of regular meetings shall be in writing or by email and shall be mailed or delivered to the address of each member at least one week prior to the meeting. |
| 4.7 |
Special Meetings |
The Chair or any two members of the Board may summon a special meeting of the Board by giving each member reasonable notice in writing or by email, specifying the purpose for which the meeting is called. Special emergency meetings may be called with notices sent as above or by telephone to the number listed with the Chief Executive Officer 24 hours prior to the meeting. |
| 4.8 |
Suspend Order of Business |
Order of Business shall be established by policy. The Board may at any time suspend or vary the order of business by direction from the Chair without objection, or by motion and majority vote of the members present. |
| 4.9 |
Motions |
All decisions will be made on the basis of motions.
The Board may consider correspondence, reports, minutes of its committees, verbal reports and so forth without a motion having been made.
If no action is required the Chair may order the matter to be filed. If action is required the Chair may desig¬nate the action to be taken if there is no objection by any member of the Board present. |
| 4.10 |
Quorum |
At all regular and special meetings of the Board or its committees a majority of members five (5) shall constitute a quorum. |
| 4.11 |
Stenographer |
The Chief Executive Officer shall designate a stenographer for meetings. |
| 4.12 |
Attendance |
Attendance at Board meetings and Committees shall be recorded.
Members shall notify the Board Secretary if they are unable to attend the meeting.
For absence from Board meetings for three consecutive calendar months see section 2.6. |
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5.
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MINUTES AND AGENDAS
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| 5.1 |
Minutes of Board Meetings |
Minutes of the regular meeting and special meetings shall be in writing and shall be mailed/emailed or delivered to the address of each member at least one week prior to the meeting. |
| 5.2 |
Minutes of Committes |
Minutes of committees shall be delivered to the Board in the same manner as minutes of Board meetings.
Minutes of meetings of committees held less than four working days prior to the Board meeting may be postponed to the next Board meeting.
When a committee meets so that minutes cannot be made available to the Board at its next meeting, and in particular when the committees meet on the same day as the Board, written resolutions may be distributed to the Board at the proper time. |
| 5.3 |
Agendas |
A written agenda shall be prepared by the Chief Executive Officer in consultation with the Chair and shall be provided to the members in the same manner as are the minutes.
Any member of the Board wishing to place an item on the agenda may do so by making a request to the Chief Executive Officer not later than the 5th working day prior to the meeting. |
| 5.4 |
Additions to Agenda |
At the beginning of any regular meeting the Chair may announce additional items to be added to the agenda. |
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6.
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COMMITTEES
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| 6.1 |
Committee of the Whole
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The Committee of the Whole shall meet when the Board determines that matters under consideration should be discussed more informally than is possible in the meeting of the Board itself.
The Board shall meet as a Committee of the Whole when the majority of the Board members present, by motion, determine.
Members present shall elect a Chair for the meeting of the Committee of the Whole. The Chair shall report to the Board the recommendations made by the Committee.
The Committee of the Whole may meet in a closed meeting.
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| 6.2 |
Executive Committee |
The Chair, Vice Chair and the past Chair or if there is no past chair a third member of the Board elected by the Board shall be an Executive Committee.
The Executive Committee:
- may determine matters of an emergency nature provided actions taken are communicated to the Board;
- may be authorized by motion of the Board to act for the Board provided that matters so determined shall be ratified by the Board at its next regular or special meeting.
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| 6.3 |
Permanent Committees |
The Board may establish permanent committees by a resolution of the Board for which notice of motion has been given at a previous regular meeting and for which a majority of Board members have voted in the affirmative and each such committee shall remain until dis-established.
Membership and terms of reference of such committees shall be approved and/or amended by the Board and such terms shall be attached as addendums to these bylaws. |
| 6.4
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Ad Hoc Committees |
Various ad hoc committees may be established by motion of the Board to deal with special matters before the Board. A committee may have any number of members, and suggestions for membership shall be sought from Board members at regular or special meetings.
The Board shall appoint members to ad hoc committees and the first one named shall be the Chair who shall call the first meeting.
The Chief Executive Officer or designate shall be the secretary of all ad hoc committees and shall do all those things necessary to further the work of the committee and he shall appoint a stenographer as necessary.
The Chair, or in the Chair’s absence, another member of the committee, shall report to the Board as required.
Upon completion of its assignment, an ad hoc committee shall be discharged by motion of the Board. |
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7.
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REVIEW AND AMENDMENTS TO BY-LAW
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| 7.1 |
Review |
Revision to any of the guiding authorities (Public Libraries Act, other legislation, Board Governance policies) may necessitate a review of these bylaws. |
| 7.2 |
Amendments |
Any of the clauses of this bylaw may be repealed or amended at a regular or special meeting of the Board by motion provided that a majority of members of the Board present and voting, vote in the affirmative and that notice has been given at a previous meeting and recorded in the minutes which have been distributed to Board members. |
| 7.3 |
Effective Date |
These bylaws are effective at the time of approval by Board motion. |
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8.
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CHANGE CONTROL
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| 8.1 |
Adopted |
February 17, 1982 |
| 8.2 |
Amended |
Amended December 15, 1982. (3.10)
Amended June 13, 1984. (9.3, 10.2, 10.3, Addendum 1)
Amended February 20, 1985. (3.10)
Amended October 16, 1985. (Public Libraries Act, 1984)
Amended December 20, 1989 [Board Motion: L89/153]
Amended November 14, 1990 [Board Motion: L90/102.1]
Amended November 16, 1994 [Board Motion: L94/97]
Amended June 19, 1996 [Board Motion: L96/93)
Amended November 13, 1996 [Board Motion: L96/138]
Amended February 26, 1997 [Board Motion: L97/15]
Amended January 27, 1999 [Board Motion: L99/05)
Amended October 25, 2000 [Board Motion: L00/95.6)
Amended November 29, 2000 [Board Motion: L00/106/4]
Amended October 25, 2006 [Board Motion: L06/42.1]
Amended November 19, 2008 [Board Motion: L08/55]
Amended December 17, 2008 [Board Motion: L08/65]
Amended November 20, 2014 [Board Motion: L14/66.1]
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