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Constitution and Bylaws
CONSTITUTION
ARTICLE I
Section 1
The name of this organization shall be the Long Island Library Resources Council, Inc.
Section 2
The area to be served by this Council shall include Nassau and Suffolk Counties, New York.
ARTICLE II: PURPOSES
Section 1
The purposes of this Council shall be to:
- Improve and develop reference and research resources and services within Nassau and Suffolk Counties.
- Further interlibrary cooperation, communication and sharing of materials within the area of this Council.
- Cooperate with institutions and organizations outside the geographic area to further these aims.
Section 2
In the pursuit of these purposes and aims, the Council shall initiate, promote and support such research studies and projects which may lead to a knowledge of available resources and services and provide the means for increased interlibrary cooperative plans and services.
ARTICLE III: MEMBERSHIP
Section 1
Any of the following organizations which participate in some form of regional resource sharing such as interlibrary loan, on-site access to materials etc., and which meet the requirements of the Commissioner of Education's Regulation 90.5 (b)iii are eligible for membership:
- Approved public library systems within the chartered service area of the Long Island Library Resources Council, Inc.
- Any chartered institution of higher education whose library meets State Education Department standards, except that any chartered institution of higher education whose library does not meet departmental standards shall be eligible for membership when it submits to the Department a five-year plan for the realization of the standards, such plan bearing the signed approval of the head librarian, the president and the academic dean of the institution.
- Any hospital whose library meets the standards established by the Board of Regents, except that any hospital whose library does not meet the standards established by the Regents shall be eligible when it submits to the Commissioner of Education a five-year plan for the realization of the standards, such plan bearing the signed approval of the head of the governing board of such hospital.
- Any public, free association or Indian library which is a member of a public library system, library of an educational agency, library of a non-profit organization, or other special library that provides services within the area served by the system.
- Any other institution, agency or organization that can demonstrate a need to provide improved reference and research services to its users and/or can demonstrate how it can contribute to the improvement of library resources presently available to the research community.
Applications for membership must be approved by the Board of Trustees and the Commissioner of Education, and confirmed by payment of the annual membership fee.
Section 2
Institutions or organizations not meeting the Commissioner of Education's requirements, business corporations, and other organizations and institutions sympathetic to the purposes of the Council may become non-voting affiliate members upon payment of the annual dues.
Section 3
Retired librarians may become non-voting affiliate members upon payment of the annual dues.
ARTICLE IV: DUES AND CONTRIBUTIONS
Section 1
Members shall pay annual dues, as established by the membership, and with the payment shall notify the Council of the name of the delegate who will cast any votes on behalf of that institution.
Section 2
If a change in the dues structure is contemplated, notice of the proposed change must be included in the notice of the annual meeting. After discussion by the delegates present at the annual meeting, a mail ballot will be sent to the membership for voting on the proposed change within 10 business days of the Annual Meeting. These ballots must be postmarked for return no later than 10 business days after the initial mailing.
Section 3
Approval in change of dues structure will be by the majority of those ballots returned by mail.
Section 4
Contributions or gifts may be accepted by the Council for the advancement of the purposes of the Council as set forth in Article II of the Constitution.
ARTICLE V: ADMINISTRATION
Section 1
The administration of the affairs of the Council shall be vested in the trustees of the Council.
Section 2
The number of trustees of this Council shall be at least twelve, not more than fifteen, elected by the members of the Council.
Section 3
Membership on the Board of Trustees shall be limited to representatives of member institutions with the exception of three members-at-large.
Section 4
Trustees shall include from each County at least one person associated with each of the following: a public library, the library system, a special library, the academic library reporting the largest number of volumes, and another college or university library, and a school library system. At least one of the types of institutions listed above from each County may be represented by a lay person.
Section 5
The term of office for Trustees shall commence on January 1st of the year following their election.
Section 6
A trustee may serve more than one term, but not consecutively. The latter may be waived in regard to representatives from public library systems, school library systems, and the largest academic library in each county.
Section 7
A vacancy in the term of any trustee shall be filled by appointment until the next annual election. A trustee so appointed shall be eligible under Section 5 for election to one five-year term.
ARTICLE VI: MEETINGS
Section 1
The Council shall hold at least one regular membership meeting each year, at which time any business requiring the approval of the members shall be conducted. The agenda for this meeting shall include: Approval of Minutes, President’s Report, Treasurer’s Report, results of the trustee election and Executive Director’s Report.
Section 2
Membership meeting dates shall be determined by the trustees, and the membership shall be notified in writing of the date of any such meeting and the nature of the business to be transacted at least fifteen days prior to the date of the meeting.
Section 3
Additional membership meetings will be called at the discretion of the trustees, or upon written request of ten members, and the provisions of Section 2 of this Article shall pertain in regard to notification of the membership of the additional meetings.
Section 4
The Board of Trustees shall meet no fewer than six times per year.
ARTICLE VII: VOTING
Section 1
Each member shall be entitled to one vote as stated in Article IV.
Section 2
Quorums required for the transaction of business shall be defined in the Bylaws.
Section 3
Each voting delegate may designate, in writing, another member of the same institution to vote on behalf of that institution.
Section 4
A decision of the majority at any meeting of the Council shall be binding upon the Council, subject to such conditions and exceptions as are provided elsewhere in the Constitution.
ARTICLE VIII: BYLAWS
Bylaws may be adopted, amended, suspended or rescinded by a majority vote of the trustees.
ARTICLE IX: AMENDMENTS
This Constitution may be amended by a two-thirds vote of the members voting at any meeting of the Council, provided that written notice of the proposed change or the substance thereof be sent to the entire membership at least fifteen days prior to the date of the meeting.
Approved: March 10, 1966
Amended: December 17, 1968, December 2, 1970, December 11, 1973, November 18, 1982, November 17, 1983, November 10, 1988, November 20, 2003; November 16, 2006; November 15, 2007, November 18, 2010, December 11, 2012; June 16, 2015
BYLAWS
ARTICLE I: INTRODUCTION
Section 1. Charter. The name of the organization governed by these Bylaws shall be the Long Island Library Resources Council (LILRC). LILRC was established through a provisional charter issued on April 29, 1966 and an absolute charter granted on June 25, 1971 by the New York State Board of Regents, in accordance with the requirements of reference and research library resources systems as defined in New York State Education Law (NY Ed. Law) §272.2(a-b). LILRC shall be governed by a Board of Trustees, which is selected in accordance with and representative of LILRC membership and users.Section 2. Type. LILRC is a 501(c)(3) Type B nonprofit corporation.
Section 3. Area Served. The LILRC region shall include the two counties of Nassau and Suffolk.
Section 4. Governing Effect. If there is any conflict between these Bylaws, provisions of the Charter, or NY Ed. Law, provisions of the Charter and NY Ed. Law shall govern.
ARTICLE II: OFFICERS
Section 1. The trustees shall elect from among their group a President, a Vice President, a Treasurer, and a Secretary.Section 2. The President shall preside at meetings of the Board and shall appoint the members of all standing and ad hoc committees and shall be a member ex-officio of all committees.
Section 3. The Vice President shall perform all duties of the President in his/her absence. The Vice President shall also chair the Budget-Personnel Committee.
Section 4. The Secretary shall be responsible for a true and accurate account of all proceedings of Board meetings and he/she shall sign all approved minutes of the Board. In the absence of the President and the Vice President, the Secretary shall preside over meetings and perform all the duties of the President.
Section 5. The Treasurer shall see that LILRC maintains adequate and appropriate financial records. This includes signing checks, reviewing monthly financial statements and providing the financial reports at the annual membership meeting.
Section 6. The term of office shall be one year. No officer shall hold the same office for more than two consecutive terms.
ARTICLE III: FISCAL YEAR
Section 1. The fiscal year of the Council will be July 1 through June 30.Section 2. Notification for payment of dues shall be mailed to all members by October 1. Members whose dues remain unpaid at the end of March shall be dropped from membership effective with the first day of April.
Section 3. Dues for new memberships, paid on or after October 1, will be credited for the following calendar year beginning January 1st.
ARTICLE IV: COMMITTEES
Section 1. There shall be four standing committees of the Board: Budget-Personnel, Constitution and Bylaws, Nominating, and Strategic Planning. There shall be ad hoc committees of the Council as deemed appropriate by the Board.Section 2. The Budget-Personnel Committee will work with the Executive Director and his/her designees in preparing the annual budget. This committee will be chaired by the Vice President. The other members of the committee shall be the President, the Treasurer, the Secretary, and one other board member appointed by the President, and the LILRC Director or his/her designee ex-officio. The Budget-Personnel Committee shall be responsible for making recommendations to the Board about salaries and benefits of council employees, and, as part of that process will evaluate the Director and make a recommendation to the Board. The evaluation of the Director shall be completed by April 1 to be presented at the April Board meeting.
Section 3. The President shall appoint a Constitution and Bylaws Committee. The Committee shall, on an ongoing basis, review actions taken by the Board and make recommendations for amending the Bylaws or Constitution.
Section 4. The President shall appoint a Nominating Committee.
The Committee shall (1) solicit from the Council membership names of candidates for vacancies on the Board of Trustees; (2) determine the constituency which the nominees represent in accordance with Article V, Section 4, of the Long Island Library Resources Council Constitution; (3) confirm the willingness of the nominees to serve if elected by having the nominee return the Nomination Acceptance Form; and (4) recommend candidates particularly where there are no qualified nominees from the membership.
At the meeting of the Board two months prior to the Election, the committee shall offer the slate of candidates for trustee positions. At the conclusion of the meeting, nominations for trustee positions shall be declared “closed.” The election of trustees shall be by electronic ballot with the membership receiving the ballots at least three months prior to the start of the new term. Each institutional member of the Council shall have one vote for each vacancy. Candidates receiving a plurality of the votes cast will be elected.
The Nominating Committee shall tally votes cast and returned by a date established for the election of trustees. Results of the election will be announced via email.
The Nominating Committee shall select a slate of candidates from the Board membership for President, Vice-President, Treasurer and Secretary. Elections for these officers will occur at the January meeting of the Board. Candidates receiving a majority of the votes cast will be elected. Each Board member will have one vote for each office in these elections.
Section 5. The Council shall have a Strategic Planning Committee that shall meet at least once a year to evaluate the Council’s Plan of Service and recommend new service initiatives and long-range goals to the Board. There shall be four Board members of the Committee appointed by the President and the President shall serve as a member. The Director shall serve in an ex-officio capacity.
Section 6. With the exception of the Nominating Committee, the President shall be a member of all committees, ex-officio.
Section 7. The President shall appoint all special and advisory committees as required.
Section 8. Committee appointments shall terminate either at the conclusion of the business of the committee or at the end of the term designated for the appointed committee member, whichever shall occur first.
Section 9. Any committee member who shall fail to attend three consecutive duly called meetings shall be deemed to have resigned, and the vacancy may be filled by the President. The committee chair reserves the right to grant a waiver to a committee member who has missed more than three meetings because of illness or other extenuating circumstances and has been an active member of the committee.
ARTICLE V: QUORUMS
Section 1. Twenty percent of the paid membership shall constitute a quorum at any duly called meeting of the Council.Section 2. Recommendations to the LILRC Board from LILRC committees must be endorsed by a majority vote of the committee as constituted.
ARTICLE VI: BOARD OF TRUSTEES
Section 1. New contracts or expenditures greater than or equal to $5000 for the fiscal year require Board of Trustees approval.Section 2. The Board of Trustees shall approve the hiring of all staff positions.
ARTICLE VII: TRUSTEE MEETINGS
Section 1. Regular Meetings. The Board of Trustees must convene regular meetings no fewer than six times per year (NY Ed. Law §255.3(c)). This includes one annual membership meeting to include representation from all member institutions, who may attend and participate. All other Board of Trustee meetings may be attended by members, but participation will generally not be allowed unless specifically approved by the Board on motion.Section 2. Meeting Schedule. Dates for Regular Board meetings shall be determined by the beginning of the calendar year. The yearly schedule of regular Board meetings shall be posted to the public area of the website and to the Board area. Packets and documents for regular Board meetings shall be made available at least five (5) days prior to each meeting.
Section 3. Electronic Communication. Any one or more members of the Board of Trustees or any committee may participate in a meeting of such Board or committee by means of telephone or computer conferencing, allowing all persons participating in the meeting to communicate with each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 4. Special Meetings. Additional meetings of the Board may be called by the President or upon written request of at least three trustees addressed to the President and stating the nature of the business to be discussed. Dates and subject of the special meeting shall be made available at least five (5) days prior to the meeting.
Section 5. Any trustee who shall fail to attend three consecutive duly called meetings shall be deemed to have resigned, and the vacancy shall be filled as provided in Article V, Section 6, of the Constitution. The Board reserves the right to grant a waiver to a trustee who has missed more than three meetings because of illness or other extenuating circumstances and has been an active member of the Board.
Section 6. Fifty percent of the members of the trustees shall constitute a quorum at any duly called meeting of the trustees. At any meeting of the Board any motions made must receive a majority of “yea” votes equal to a majority of the full Board as constituted.
Section 7. The Chairs of all Council committees shall be asked to attend a special meeting once a year where they will be called upon to report on their committee’s activities for the past year and plans for the coming year. Members of the LILRC Board will be invited to attend.
ARTICLE VI: PROCEDURES AT MEETINGS
Section 1. At all LILRC meetings, including the Annual Membership Meeting, the most recent edition of Robert's Rules of Order shall be used to resolve any procedural disputes, except in all cases where provision has been made by the Constitution or the Bylaws.Section 2. Amendments to these bylaws may be made by majority vote of the Board at any regular meeting of the Board provided that the changes shall have been submitted at the preceding meeting and that a copy of the proposed changes is part of the meeting notice.
Approved: February 17, 1970
Amended: September 9, 1982; September 15, 1983; May 16, 1991; October 15, 1992; June 17, 1993; May 19, 1994; February 20, 1997; December 20, 2001; September 18, 2003; October 12, 2006; May 19, 2015; September 20, 2022
Reviewed: June 2, 2022