Arapahoe Library District Bylaws of the Board of Trustees

Article I

The name of this organization shall be the Arapahoe Library District, the same being organized under C.R.S. 24-90-101, et seq., and established by the legislative bodies of the County of Arapahoe and Deer Trail School District No. 26-J (the “District”).

Article II

Section 1. Appointment. The management and control of the District is vested in a Board of seven (7) Trustees (the “Trustees”).

a. Trustees Serve “At Large.”Every Trustee shall perform his/her duties in the best interests of the District as a whole. No Trustee shall serve as a representative of any region or library location to the exclusion of the remainder of the District.

b. Board Representative. Without limitation on a Trustee’s duty to serve in the best interest of the District, the Board may from to time to time appoint a trustee to serve as a representative or ambassador of the Board to a geographic area or library location to investigate or obtain information concerning the needs of the area or location to assist the Board in fulfilling its responsibilities to the District.

Section 2.  Powers and Responsibilities. The Board of Trustees (the "Board") shall have those duties and responsibilities enumerated in C.R.S. 24-90-101, et seq. (the "Library Law"), as revised from time to time. 

a. In addition, the Board shall have all powers necessary or incidental to the powers enumerated by the statute.

b. The Board may authorize any Trustee and/or the Executive Director to sign any financial instrument or other document on behalf of the Board for any purpose and with or without an attestation or second signature by resolution at any properly noticed Board meeting or by adoption of a Policy.  In the absence of an approved resolution or adopted policy, the President of the Board shall sign all documents required to fulfill the Board’s responsibilities under the Library Law.

Section 3. Terms and Reappointments. A Trustee’s Term of Appointment shall be three (3) years.

a. Commencement of Term. New Terms commence the first day of February of the year of appointment.

b. Term Limits. A Trustee shall be eligible for reappointment upon expiration of a Term.  No Trustee shall serve more than four consecutive Terms.

i. A Term shall not be considered “consecutive” if the former Trustee has not served as a Trustee for two years or more.

ii. Filling a vacancy for a period that does not exceed 730 days shall not be considered a Term for purposes of Term Limits

Section 4. Vacancies. Vacancies may occur on the Board because of the expiration of a Trustee’s Term, resignation or disqualification because of residency. Vacancies on the Board shall be filled as soon as practicable after vacancies occur.

a. Disqualification. If a Trustee becomes ineligible because of a failure to satisfy the residency requirement, the Trustee shall remain a Trustee of the District and his/her position shall not be deemed vacant until:

(i.) the Trustee tenders a written resignation to the Board;

(ii.) a replacement Trustee is appointed ; or

(iii.) twelve (12) months have expired from the first date the Trustee was no longer a resident of the District.

b. Notice. Notice of vacancies shall be published in a newspaper of general circulation within Arapahoe County and notice shall be posted in a conspicuous location within all libraries of the District and the County Administration Building.

c. Interviews. The Board of Trustees shall select candidates for interviews from among those expressing interest in the position.  Criteria for selection to interview, if any, shall be in the Board’s sole discretion.

d. Appointment. The Board of Trustees shall make a conditional appointment subject to ratification by the Arapahoe County Board of County Commissioners prior to commencement of the Term as set forth in the Intergovernmental agreement between the District and the County concerning appointment of Trustees.

Section 5. Compensation. A Trustee shall not receive a salary or other compensation for services performed as a Trustee; however, necessary traveling and subsistence expenses actually incurred may be paid from library funds (per Library Law).

Section 6. Removal. A Trustee may be removed only by a majority vote of the appointing authority and only upon a showing of good cause.  Good cause shall include, but not be limited to, failure to attend, without justification, three consecutive regular monthly meetings of the Board.

Section 7. Review. Trustees shall participate in an evaluation of their performance as a Trustee and the overall performance of the Board. The review shall occur yearly at the January meeting of the Board of Trustees. This review shall consist of a list of questions prepared in advance of the meeting and shall include the obligation of the Trustee to articulate his or her responses to the Board.

Article III

Section 1.  Designation of Officers.  The officers of the Board shall consist of a president, a vice president, a secretary and such other officers as the Board deems necessary.

Section 2.  Date of Election.  All officers of the Board shall be elected by said Board at the annual meeting.

Section 3.  Term of Office.  Officers shall serve one (1) year terms which begin at the next meeting immediately following the election.

Section 4.  Number of Terms of Office.  A Trustee serving as an officer of the Board shall not be eligible to serve more than two consecutive terms in the same office, except by affirmative vote of two-thirds of the Trustees of the District.

Section 5.  Vacancies.  Any vacancy occurring during the regular term of any office, for any reason, shall be filled by a Trustee elected by a vote at a regular or special meeting of the Board for the remaining portion of the term of such office.                             

Section 6.  Removal.  Any officer may be removed by an affirmative vote of two thirds of the Trustees of the District taken at a regular or special meeting of the Board when in such Trustees' reasonable judgment the best interest of the District will be served thereby.

Article IV

Section 1.  President.  The president shall, subject to the direction and supervision of the Board, be the principal executive officer of the District.  The president shall be the authorized spokesperson for the Board, subject to Board direction. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time, including, but not limited to the following:  The president shall preside at all meetings of the Board.  The president shall sign all leases, deeds, mortgages, contracts or other instruments which the Board has authorized to be executed, except as delegated to the Executive Director.  The president shall sign all checks or warrants either by manual or facsimile signature.

Section 2.  Vice President.  The vice president shall assist the president and shall perform such duties as may be assigned by the president or the Board.  In the absence of the president, the vice president shall have the powers and perform the duties of the president, except the power to sign checks or warrants.

Section 3.  SecretaryThe secretary shall oversee the keeping of the minutes of the meetings of the Board and shall perform all other duties as may be delegated or may be incident to the office of secretary such as the publishing of legal notices and the execution of legal documents as such may be required.  In the absence of the secretary, any trustee other than the president may carry out the powers and perform the duties of the secretary and is so authorized.

Article V

Section 1.  Regular Meetings.  A regular meeting of the Board shall be held every month except July, rotating among the libraries or in the board room of the administrative offices of the District, unless otherwise ordered by the Board, for the purpose of transacting the business of the District.  All business of the Board shall be conducted only during such regular meetings or at special meetings hereinafter provided for, and all of such regular and special meetings shall be open to the public, subject to the right of the Board to meet in executive session.  Notice of regular and special meetings will be posted in a conspicuous location within District libraries.  Regular meetings will be posted no less than five (5) days prior to the holding of the meeting.

Section 2.  Special Meetings.  Special meetings may be called by any Trustee or the Executive Director for any purpose, including for the purpose of planning and goal setting or the study and discussion of matters to come before the Board.  Minutes will be taken at all special meetings and will be part of the public record.  Special meetings may be called upon 24 hour notice to the Trustees and to the public.  Notice to the public shall be deemed given by posting written notice of the date, time and place thereof and, when available, the agenda for the meeting, within all District libraries.  Notwithstanding the foregoing, to the extent practicable, notice to the Trustees of a special meeting shall be made three (3) days in advance of the proposed special meeting;  provided, however, that failure to do so shall not affect the legality of the meeting, if notice is given as otherwise provided herein. 

Section 3.  Other Meetings Disallowed.  No meetings of three or more Trustees shall be held except pursuant to the posting of notice as a regular or special meeting. 

Section 4.  Public Participation in Meetings.   A Public Comment period will be provided at all public meetings of the Board of Trustees. Any citizen of the District may address the Board only during the time specified for Public Comment, unless otherwise allowed by motion and approval of a majority of the Trustees. Each speaker will be limited to three (3) minutes unless otherwise authorized by the Board in advance of the designated Public Comment period. Each speaker will address comments to the Board and not to individual Trustees, administration or staff. Trustees will listen to Public Comment and consider it during deliberations as a Board. Trustees will not answer questions nor engage in debate with speakers during the Public Comment period. The Board shall adopt Rules for participation in the Public Comment period.

Section 5.  Annual Meeting.  The April regular meeting of the Board shall be the annual meeting.  At the annual meeting the officers shall be elected to serve for the ensuing year.

Section 6.  Quorum.  A majority of the appointed Trustees of the District shall constitute a quorum necessary for the transaction of any business at any regular or special meeting of the Board.  The act of the majority of Trustees constituting a quorum at a regular or special meeting shall be the act of the Board.

Section 7.  Roll Call Votes.  A Trustee may call for a roll call vote at any time.

Section 8.  Parliamentary Authority.  Robert's Rules of Order Revised, most recent edition, shall govern in the proceedings of the Board in matters not governed by these bylaws.

Article VI

A committee may be created by the Board for any specific purpose and shall be automatically dissolved when its stated purpose has been fulfilled.

Article VII

Section 1.  Employment of Executive Director.  An Executive Director shall be employed by the Board to serve as the chief administrative officer of the District, shall be employed by contract and shall be exempt from the general personnel policies of the District.

Section 2.  Duties of Executive Director.  The Executive Director, under the supervision and direction of the Board, shall perform all duties incident to the position of Executive Director including those contained in the Executive Director's contract and such other duties as may be prescribed from time to time by the Board.  In the case of exigent or emergency circumstances, where in the discretion of the Executive Director either with or without consultation with the President, the district's best interests would be prejudiced in a significant way (financially or otherwise) if swift action does not occur, then the Executive Director is hereby authorized to act on behalf of the Board for acceptance of proposals or other direction for an amount not to exceed $100,000.  The Executive Director shall report such action for the public record of the District at the next regular or special board meeting.

Section 3.  Staff.  All other District staff shall be employed by the Board upon the recommendation of the Executive Director.

Article VIII

The Board shall adopt and revise administrative policies by which the Executive Director shall conduct the affairs of the District.  These policies shall be available to the public.

Article IX

The corporate seal of the District shall be in the form of a circle and shall have inscribed the words "Arapahoe Library District," and the words "Seal," "Colorado."

Article X

The fiscal year of the District shall begin on the first day of January of each year and shall end on the 31st day of December, of each year.

Article XI

Section 1.  Amendment by Vote.  Bylaws and administrative policies may be added, altered, amended or repealed on first reading if all Trustees are present and the vote is unanimous.  If all Trustees are not present or the vote is not unanimous, but a majority present favors, the bylaw or policy will be presented at the next regular meeting of the Board when it can be added, altered, amended or repealed by a simple majority of a quorum of the Board present and voting.

Section 2.  Notice Proposed Amendment.  Notice of proposed bylaw or policy changes must be in written form and received by all Trustees at least five (5) days prior to the first reading.

Section 3.  Automatic Amendment.  The legislature may revise the Library Law from time to time. These bylaws shall at all times conform to the Library Law. Amendments necessary to affect conformation shall be automatic, and these bylaws shall be updated from time to time by the act of the Board to reflect statutorily mandated automatic amendments.


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