Article I: Name The governing body is called the Board of Trustees of the Aaron Cutler Memorial Library (hereinafter referred to as the Board).

Article II: Membership
A: The Board is composed of five legal residents of the Town of Litchfield elected by ballot at the Annual Meeting to staggered three-year terms in accordance with R.S.A. 202-A:6. Membership may be changed to any odd number of members by vote of the Annual Meeting, in accordance with R.S.A. 669:16 and 669:75.

B: Up to three alternate members may be appointed by the Litchfield Board of Selectmen to serve one-year terms in accordance with R.S.A. 202-A:10. An alternate member may only vote in the absence of a full member, but should attend all meetings in order to make informed votes when needed. Alternates may participate in all open-session discussions. An alternate member may not participate in non-public sessions except when acting in the stead of an absent full member. The Board should recommend candidates for such positions.

C: A vacancy created by the permanent absence of any member (whether a full member or an alternate member) is filled by appointment of the Litchfield Board of Selectmen to a term lasting until the Town’s next Annual Meeting, per R.S.A. 202-A: 10. The Board should recommend candidates for such positions.

D: If an appointment results from the death, resignation, incapacity, or disqualification of a duly-elected full member, the unexpired portion of the full-member’s term is filled by vote at the Town’s next Annual Meeting. The trustee occupying the appointed position may seek election to this term.

Article III: Responsibilities
A: Board Responsibilities: By State Law, the Board has the entire custody and management of the public library and all the property of the Town relating thereto,…except trust funds held by the Town, per R.S.A. 202-A6.

1: The Board establishes and periodically reviews policies and/or bylaws; a simple majority vote is required to establish or to revise policies and/or bylaws.

2: The Board elects a slate of officers; has the sole responsibility for hiring and firing employees; and secures sufficient funds to provide and maintain adequate library service. The Board annually conducts a performance review of the library director.

3: The Board must know and act in compliance with all applicable State and Federal statutes applying to libraries. Among these are provisions of the Americans with Disabilities Act, employment, sexual harassment, and copyright laws.

4: The Board maintains oversight of library-related projects undertaken by volunteers, such as Friends of Aaron Cutler Memorial Library and the Litchfield Garden Club.

5: The Board performs an annual performance evaluation of the Library Director.

Amended January 14, 2008

B: Trustee Responsibilities:

1: Trustees are expected to attend all Board meetings. If a member cannot attend a regularly-scheduled meeting, he/she should notify the chairman or another member of the Board. Three consecutive absences will be considered a resignation. Until a vacancy so created has been filled by appointment of the Board of Selectmen, the quorum needed to conduct business will be two members, unless an alternate member is available to serve. When there is a full complement of five members in office, or when an alternate is qualified to fill a vacancy created by a member’s resignation or disqualification, a quorum will be three members.

2: Trustees should review materials provided to them before the meeting, and arrive prepared to take action on such materials, as appropriate.

3: Excepting the chairman, trustees should not speak on behalf of the Board unless authorized to do so in specific instances.

4: Trustees may vote in open meeting to accept monetary and other donations, following the directives of R.S.A. 202A:4-C, III. Any such money not spent the year it is received must be carried over and included in the following year’s budget before it can be expended. This provision does not apply to funds raised and appropriated in the regular budget, which under normal circumstances must be expended during the year for which they have been raised and appropriated, or forfeited to the Town.

5: If a trustee responsible for presenting a report is unable to attend a meeting, he or she should make every reasonable attempt to forward the report to the chairman for inclusion in the trustees’ meeting packets.

Article IV: Oath of Office Upon being duly elected or appointed to the Board, every trustee will take the Oath of Office, as prescribed by R.S.A. 42:2. No trustee may vote or assume any other legal responsibility for the position until he or she has been duly sworn into office. The oath is generally administered by the Town Clerk.

Article V: Meetings The Board will meet in regular session at least monthly. Notice of the meetings will be posted in two or more public places, as required under NH R.S.A. 91-A:2. Emergency meetings may be called without such notice, but every attempt will be made to inform the public that an emergency meeting will be held. Minutes of such meetings will clearly reflect the need for said emergency session.

Article VI: Officers
A: The officers are: chairman, vice-chairman/treasurer, and secretary. They are elected annually at the regularly-scheduled April meeting of the Board.

B: Any officer vacancy that occurs during the year will be filled by vote of the Board at its next regularly-scheduled or special meeting.

C: The chairman presides at all meetings of the Board; calls special meetings as required; appoints all committees except those made by vote of the Board; and initials all bills and/or invoices paid by the vice-chairman/treasurer. The chairman sends each member of the Board an advance copy of the meeting agenda and other material relevant to an upcoming meeting. The chairman, except in the case of an emergency, posts or causes to be posted in two public places the time and place of each meeting, including a non-public meeting. The chairman is always authorized to speak on behalf of the Board. (Other members may be so authorized, as appropriate.) He or she should review and approve all correspondence before it is sent in the name of the Board. The chairman prepares a report for inclusion in the Town of Litchfield Annual Reports. The chairman may propose motions, provide a second to motions made by other members, and vote on any motion.
D: The vice-chairman/treasurer presides at meetings in the absence of the chairman. If not already done by the chairman, the vice-chairman/treasurer will, if at all possible, send an advance copy of the meeting agenda and other relevant materials to the other trustees in advance of an upcoming meeting over which he or she must preside. The vice-chairman/treasurer will not appoint committees or initial bills and/or invoices which he or she has paid. The vice-chairman/treasurer is responsible for all funds with which the library is endowed, but not for monies appropriated by the Town of Litchfield; he or she acts as the Board’s liaison with the Town’s Trustees of Trust Funds for handling the Library Trust Funds held by the Town of Litchfield. The vice-chairman/treasurer maintains records in good order and submits financial reports to the Board at its monthly meetings.

E: The secretary keeps a true and accurate record of all meetings of the Board, sees that all approved minutes are on permanent file at the library, and that minutes marked as draft copies are sent to all members of the Board. The secretary also sees that open-session minutes are available at the library for review by the public not more than (5) business days after the public meeting; draft copies should be replaced by approved minutes after the vote. The secretary may authorize the library director to post the minutes. Note: According to RSA 91-A:2,II, a business day means the hours of 8 am to 5 pm on Monday through Friday, excluding national and state holidays. The secretary maintains the library’s permanent file of trustee records, and the record of electronic communications. The secretary conducts routine Board correspondence, except in the case of a specific assignment to another board member or the library director. All correspondence is reviewed by the Board chairman and cc’d to the library director before it is sent.

Article VII: Committees Committees may be of two kinds: standing and ad hoc, both of which have advisory powers only. Committees may be charged with the authority to act in specific instances, by vote of the Board. The chairman appoints members to committees of both types. No committee consists of more than two Board members, one of whom is chairman. Each committee prepares written monthly status reports for the Board’s meeting agenda. Appointment to membership on a standing committee remains in force until the following April. Appointments are made and/or renewed concurrently with the election of the new year’s officers. Appointment to an ad hoc committee remains in effect until the committee’s task has been completed.

A: Standing Committees:

1: Building/Maintenance: This committee has the responsibility of overseeing the physical plant, and of making recommendations for its upkeep, repair, and improvement. Its members assist in the writing of specifications and bids for any necessary work on the building and/or its grounds, and track the work’s progress. The library director may be assigned to assist in overseeing the work.

2: Personnel/Salary: This committee is responsible for interacting with, and advocating for, library staff. Its members will not usurp and/or undermine the authority of the library director, who is charged with overseeing staff, handling discipline and suspensions, and making reports to the Board re. staff. The committee, in close cooperation with the library director, makes recommendations to the Board re. working conditions, salary adjustments, and staff hours. Any perceived need to adjust staff salaries and/or working hours is conveyed to the budget committee, below, so its members may prepare proposed budgetary adjustments for the Board’s consideration.

3: Impact Fees: This committee is charged with tracking the amount and status of impact fees available for the library’s use and will, along with the library director, make recommendations for the appropriate use of such funds. It is the responsibility of this committee to notify the Board well in advance of any such fund’s expiration.

4: Bylaws: This committee periodically reviews the bylaws under which the Board of Trustees operates, and recommends changes as needed. At a minimum, the committee makes a formal report at the trustees’ March meeting. It is the responsibility of this committee to keep abreast of State Law as it pertains to the governance of libraries and their governing boards.

B: Ad Hoc Committees: The chairman appoints committees of one or two members for such specific purposes as the business of the board may require. Each committee issues reports to every meeting of the Board, and proposes written motions as appropriate for the Board’s consideration. Upon completion of its mission, each ad hoc committee makes a final written report to the board, and disbands.

Article VIII: Electronic Communications Electronic correspondence will be conducted in accordance with the provisions of R.S.A. 91-A (Right to Know Law). Written and/or electronic correspondence sent to a quorum of trustees; correspondence reaching a quorum of trustees through forwarding among trustees; and any other library-related correspondence shared among a quorum of trustees will be copied by the secretary and maintained as an official record. It will be limited to the transmittal of agenda items pertinent to an upcoming meeting; the scheduling of a special meeting; transmittal of time-sensitive material (such as workshop dates) that must be dealt with prior to a meeting; and minutes of a previous meeting. Minutes of a closed session will not be maintained in a publicly-accessible file, but a notation will be placed in the publicly-accessible file that such electronic transmittal was sent. At the next official meeting of the trustees, members will take the appropriate action by roll call vote to either place the minutes of the closed session in the publicly-accessible file, or to seal it in the closed file with other privileged documents.

Article IX These bylaws are marked according to the date of adoption, and supersede any pre-existing version. They will not expire unless rescinded at a properly posted meeting of the Board, by vote of a majority, and only if replaced with a new set of bylaws. They may be revised at any properly posted meeting of the Board, by vote of a majority, providing any proposed amendment has been placed upon the agenda for review by all trustees prior to the meeting. Revision dates shall be noted within the text.

Effective date: October 16, 2006
Article VIII: Electronic Communications amended June 11, 2007
Article VI-E: Secretary’s duties amended November 12, 2007
Article VI-D: Vice-chairman/treasurer’s duties amended January 14, 2008
Article III-A-5: Board responsibilities amended January 14, 2008