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How to Confirm the Number of Trustees at a NYSED-Chartered Library

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?

Reallocation of Earmarked Library Funds

Is it legal for a library board to approve expenditures (without a referendum) for a capital project from its operating funds (or operating fund balance) to bridge a shortfall in bond monies earmarked for the construction of a new building?

Agenda Changes

Often times, our meeting agenda changes so we would like to add a disclosure at the bottom that reads “Agenda is subject to change.”

Is this something that is allowed, and would it need to be included in our bylaws?

Enforcing Code of Conduct

The New York Archives Conference recently posted a formal Code of Conduct (https://www.nyarchivists.org/nyac/code). While discussing our procedures for implementing this code, we began to wonder about the legal implications for enforcement. Are there any considerations for the standards we use in evaluating a complaint? What should we use for the burden of proof? To what extent are we empowered to investigate claims? What happens if someone challenges any resulting board action? Can we be sued for taking action and besmirching someone’s professional reputation? To summarize, we're wondering what legal ground we can stand on while enforcing our code of conduct.

It would be great to have a response before our conference on June 11. Thank you

Voting rights for non-trustee members

Our by-laws name certain committees as committees of the corporation --- "No such committee shall have the authority to bind the board. Members of such committees of the corporation, who may be non-trustees, unless otherwise designated, shall be appointed by the President."

Can the non-trustee members of a committee vote if one is called for in the committee? It seems like they could because the committee can't bind the board, however we could see where their vote within a committee might mean that something isn't brought to the full board.

Related to this, should we amend the by-laws to specify them as voting/non-voting members of committees?

Thank you!