Bylaws for the Board of Directors

ARTICLE I:  Name

This organization shall be known as the Board of Directors of the Griggs County Library.

ARTICLE II:  Object

The object of this organization shall be to govern the Griggs County Library.

ARTICLE III:  Members

Section 1

The Board of Directors of the Griggs County Library shall consist of six directors.  The county commissioners shall appoint three members (one to be either a commissioner or his/her representative) and the Cooperstown City Council shall appoint three members (one to be either a council member or his/her representative).  The general powers and duties of the Board of Directors are outlined in the Century Code, Chapter 40-38.

Section 2 

Any adult resident of Griggs County shall be eligible for membership.  It is suggested that the board be representative of both genders and of both city and county residents.

Section 3 

The term of the directors shall be three years beginning July 1 of the year appointed.  A director may be appointed for a second three-year term.  After a one-year absence from the board, a person may again be considered for appointment.

Section 4 

If a director resigns before his/her term is expired, a new director may be appointed to complete the term.  At the completion of the fill-in term, the new director is eligible for two three-year terms of his/her own standing.

Section 5

If a director is absent for more than three consecutive meetings without due cause, he/she shall be asked to resign from the board.

Section 6

No compensation shall be paid or allowed to a director.

ARTICLE IV:  Officers

Section 1

The officers of the board shall be president, vice president, and the secretary.  These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by this organization.

Section 2 

The officers shall be elected by ballot at the annual meeting to serve for one year or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected.  A majority of the ballots cast shall be necessary to elect, but if there be one candidate, the vote may be by acclamation.

ARTICLE V:  Meetings

Section 1

The regular meetings of the Board of Directors shall be held during the first seven (7) days of each month.  The time is to be determined by the Board.  The meeting is held in the library, or in other predetermined place. In compliance with the open meeting laws of the State of North Dakota meeting place, time and agenda will be posted at least three (3) days prior to regular meetings.

Section 2

The regular meeting during the month of July shall be know as the annual meeting and shall be for the purpose of electing officers, recognizing reports of officers and committees, and for any other business that may arise.

Section 3

Special meetings may be held anytime at the call of the president or the secretary, or at the call of any three members of the board, provided that notice is given to all members at least twenty-four hours in advance of the special meeting and so posted for the public.

Section 4

A quorum at any meeting shall consist of four members.

Section 5

To remain in compliance with the North Dakota Open Meeting laws this organization shall only conduct business at called and posted meetings.

ARTICLE VI:  The Executive Board

Section 1

The officers of the Board of Directors shall constitute the Executive Board.

Section 2

The Executive Board shall have general supervision of the affairs of the Board of Directors between its business meetings, fix the hour and place of meetings, make recommendations to the board, and shall perform such other duties as are specified in these bylaws.  The Executive Board shall be subject to the orders of the Board of Directors and none of its acts shall conflict with action taken by the Board of Directors.

Section 3

The Board of Directors is covered by the Griggs County government liability insurance carried with the State of North Dakota.  This same liability insurance will also cover the employees of the Griggs County Public Library.

ARTICLE VII:  Appointed Officers

The Board of Directors shall appoint the following officers: Treasurer and Bookkeeper.  These persons will have no voting rights on the Board of Directors.  These persons may be employees of the Griggs County Public Library.

The treasurer’s duties are listed in the financial section of the policy manual.

The bookkeeper’s duties are listed in the financial section of the policy manual.

ARTICLE VIII:  Committees

The president has the power to appoint committees as needed with the approval of the Board of Directors.

ARTICLE IX:  Conflict of Interest

The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization, or (c) an organization in or of which a director of Organization is a director, officer, or legal representative, or in some other way has a material financial interest unless:

  • That interest is disclosed or known to the Board of Directors,
  • The Board approves, authorizes or ratifies the action in good faith,
  • The approval is by a majority of directors (not counting the interested director),
  • At a meeting where a quorum is present (not counting the interested director).

The interested director may not be present for discussion to answer questions, may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.

Each board member at the annual meeting will sign the Conflict of Interest Form or confirm that no Conflict of Interest has developed. 

ARTICLE X:  Parliamentary Authority

The current edition of Roberts Rules of Order Newly Revised shall govern the parliamentary procedures of this board.

ARTICLE XI:  Amendments of Bylaws

Amendments to these bylaws may by adopted at any regular meeting of the Board of Directors, provided that notice of proposed amendments be given to all members at least seven calendar days in advance of the meeting.  Two-thirds of board members must approve the amendment.

Approved April 4, 1968

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