Submission Date
Question
I was told that when a public or association library’s charter sets a range of trustees (for instance “no less than 5, no more than 15”) the bylaws should always set out the current number. Is this true?
Answer
Rule #1 in library law: there is never an “always.”[1]
In this case, the question has a correct premise: a library’s charter will often set a range of trustees, after which the bylaws or an action of the board can set the number.
But do the bylaws “always” have to do this?
No, they don’t have to, and sometimes, they can’t.
This is because a charter might set another way of confirming the number. For example, at least one charter I have seen requires that the number be set by a resolution passed by a three-fourths majority vote of the board. Take that, bylaws![2]
Still other charters could require the number be set in the bylaws, or by a vote of a library’s membership,[3] or by a throw of a ceremonial dart every Leap Year.[4] With over seven hundred chartered libraries in New York State, there are lot of possibilities.[5]
This is why any bylaws changes—and any action that affects the number and terms of trustees—should always start with a quick look at a library’s charter. Who knows what’s hiding in there?
Thank you for a niche but important question!
[1]^ This is why an attorney advising a library on a trustee question very often has to look learned, say, “It depends,” and scurry to the nearest computer to research and compose a memo that considers the charter, recent board minutes, and Education Law Sections 260, 216, and 226. Depending on the Library, she may also need to dip into the Public Officers Law.
[2]^ Can this resolution also amend the bylaws to include the currently approved number? It can (and perhaps should), but it doesn’t have to.
[3]^ Association libraries often have “members” who vote for the trustees, rather than the board voting to reconstitute itself. Membership is usually open to residents over 18 in the area of service. Although such votes are generally sleepy affairs, from time to time the membership can reignite and you might even have a contested vote! NOTE: This process is distinct from association libraries supported by taxing districts that conduct votes per the N.Y. Election Law.
[4]^ Okay, I made this one up. I think…
[5]^ “Hey, trustworthy AI, build me a database that assesses every chartered public library in New York and create a table of various methods of establishing the range of trustees, putting the results in a cadence so they can be rapped to the flow of Jay-Z and Alicia Keys’s “Empire State of Mind.” For guidance on assessing “trustworthy” AI, see the materials from the Empire State Library Network’s September 2025 presentation, The Ultimate AI Policy for Your (Public, Academic, Museum, etc.) Library, on the “Ask the Lawyer Webinar Recordings” page.