Library Board By-Laws for the Regulation of the Business of the Board

Author:                      Hamilton Public Library Board

Approval Date:         June 2020

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The Hamilton Public Library Board is duly constituted as a corporation and governed by the provisions of the Public Libraries Act, Statutes of Ontario, 1990, Chapter P. 44 and is established by the provisions of City of Hamilton By-Law 04-019.

The Hamilton Public Library Board, hereinafter called “the Board”, enacts the following by-laws for regulation of the business of the Board.

Table of Contents

Section 1.0 Governance Vision of the Hamilton Public Library Board. 1

Section 2.0 Corporation. 2

Section 3.0 Officers. 2

Section 4.0 Board Members’ Code of Conduct 4

Section 5.0 Inaugural Meeting and Elections. 5

Section 6.0 Meetings and Notice of Meetings. 6

Section 7.0 Payment of Board Expenses. 11

Section 8.0 Amendment of the By-Laws. 11

Section 9.0 Board Self-Assessment 11

Section 10.0 Effective Date. 11

Appendix 1: Audit Committee Terms of Reference. 11

 

Section 1.0 Governance Vision of the Hamilton Public Library Board

The Hamilton Public Library Board oversees the purpose, plans and policies of the Hamilton Public Library. It is the responsibility of the Library Board to ensure that the funding it receives provides the best possible library service to Hamilton residents. In addition, it is committed to providing effective governance for the Hamilton Public Library to ensure services and programs offered by HPL remain relevant to the changing needs of the communities we serve. The Library Board has four main functions:

1. To establish the mission and strategic directions.
2. To hire and evaluate the Chief Executive Officer/Chief Librarian.
3. To ensure resources are in place to achieve the mission.
4. To monitor and audit results of programs and resources.

Section 2.0 Corporation

In accordance with the Corporations Act, the Board shall have a corporate seal, which shall be under the control and responsibility of the Chief Executive Officer. This seal shall be affixed under the direction of the Board to all deeds, contracts, or documents requiring the seal, which seal shall be attested to by the signatures of the Chair and the Secretary, or by such other member and/or other officer as the Board shall direct.

The Head Office of the Board shall be at the Central Library, 55 York Boulevard, Hamilton, Ontario L8R 3K1.

Section 3.0 Officers

The Board shall have the following officers:

• Chair
• Vice Chair
• Secretary
• Treasurer
• Chief Executive Officer

3.1 Chair

The Chair shall hold office for one year and may be re-elected for a maximum of one additional consecutive year (See Elections Section 5.0).

The primary role of the Chair of the Board is to ensure the proper functioning of the Board and the proper conduct of Board business, in accordance with all relevant legislation and with the rules of procedure adopted by the Board.

The Chair’s responsibilities include:

1. Presiding at regular and special meetings of the Board in the manner and extent prescribed by the Board.
2. Preparing the Board agenda with the Vice-Chair and Secretary.
3. Committing the Board to no course of action unless specifically authorized by the Board to do so.
4. Serving as an ex officio member of all Board committees.
5. Only the Chair may represent and speak for the Board in an official capacity to outside parties in announcing Board-stated positions and in stating Chair decisions.
6. Acting as one of the authorized signing officers of all documents pertaining to Board business.
7. Representing the Board, alone or with other members of the Board, at any public or private meetings for the purpose of conducting, promoting or completing the business of the Board.
8. Notifying the Vice-Chair and the Secretary, if for any reason, the Chair is unable to perform these functions.

3.2 Vice-Chair

The Vice-Chair shall hold office for one year and may be re-elected for a maximum of one additional consecutive year.

The Vice-Chair, in the absence or illness of the Chair, shall act in the place and stead of the Chair and while so acting has all the powers of the Chair.

The Vice-Chair shall participate in agenda review with the Chair and Secretary.

If both the Chair and Vice Chair are unavailable, the Secretary will assume the duties of the Chair.

3.3 Secretary

The Secretary of the Board shall be the Chief Executive Officer.

3.4 Treasurer

The Treasurer of the Board shall be the Chief Executive Officer.

3.5 Chief Executive Officer

The Board shall appoint the Chief Executive Officer, who shall be its Chief Librarian, and who shall hold office until the Board rescinds the appointment or a new appointment is made. The Chief Executive Officer shall be responsible, under the supervision of the Board, for the general conduct and management of the Hamilton Public Library. ​​

Only decisions of the Board are binding on the CEO.

1. Decisions or instructions of individual Board Members, officers or committees are not binding on the CEO except in rare circumstances when the Board has specifically authorized or delegated such exercise of authority.
2. In the case of Board Members or committees requesting information or assistance without Board authorization, the CEO can refuse such requests.

Operational achievement and conduct of library staff are the responsibility of the CEO, to whom the Board has delegated authority over and accountability for staff performance.

1. The Board will never give instructions to persons who report directly or indirectly to the CEO.
2. The Board will refrain from evaluating, either formally or informally, any staff other than the CEO.

Systematic and rigorous monitoring of the CEO’s job performance will be conducted in accordance with the Chief Librarian/ CEO Performance Appraisal document.
(http://www.hpl.ca/articles/chief-librarianceo-performance-appraisal-policy)

Section 4.0 Board Members’ Code of Conduct

Board Members must avoid any conflict of interest with respect to their fiduciary responsibility by adhering to the regulations of the Municipal Conflict of Interest Act (R.S.O. 1990, Chapter M.50 (https://www.ontario.ca/laws/statute/90m50)

There will be no self-dealing or any conduct of private business or personal services between any Board Member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information.

Board Members will not use their positions to obtain employment in the organization for themselves, family members or close associates. In the event that a Board Member accepts employment with either the City of Hamilton or the Hamilton Public Library during their term, they shall resign immediately upon acceptance of said employment.

Any Board Member who declares their candidacy for public office, whether at the municipal, provincial or federal level, shall resign from the Board upon public declaration of their candidacy. This provision does not apply, however, to the Councilors of the City of Hamilton who are appointed to serve on the Hamilton Public Library Board.

Members will annually disclose their involvements with other organizations, with vendors, or any other associations that might produce a conflict.

Members will respect the confidentiality appropriate to issues of a sensitive nature and understand that it is the Chair’s role to represent and speak on behalf of the Board.

4.1 Vacancies

In the event of a vacancy occurring on the Board, the Secretary, upon instructions from the Board in session, shall advise the Clerk of the City of Hamilton and request that a new member be appointed to fill the vacancy under the conditions contained in the Public Libraries Act.

In the event of a vacancy occurring during the year in the office of Chair or Vice-Chair, the Board at its first regular meeting thereafter shall elect a new Chair or Vice-Chair to serve for the remainder of the elected time in that office.

4.2 Resignation

Members of the Board who must resign before the end of their term of appointment on the Board shall inform both the Clerk of the City of Hamilton and the Secretary of the Board in writing, specifying the effective date of their resignation.

Section 5.0 Inaugural Meeting and Elections

5.1 Inaugural Meeting

In the first year of its term, the Board shall hold its inaugural meeting at a place and time to be determined by the Chief Executive Officer, provided that such meeting shall be held within 30 days of the appointment of a majority of its members.

5.2 Elections

In the first year of a new Board’s term the Officers shall be elected at the inaugural meeting of the Board and serve until the following January, when there will be the election of the Officers for that year. In each subsequent year of a Board’s term, the election of the Officers shall take place in January.

The Secretary of the Board shall take the chair and shall call for the Nominating Committee Report with the full slate of nominations for the Chair, Vice-Chair and members of the standing committees. The Chief Executive Officer shall introduce the nominee for each position individually and then ask if there are any nominations from the floor for the same position.

Any member of the Board has the right to make nominations from the floor. This can either be a self-nomination for any position - Chair, Vice-Chair or member of a standing committee – or the nomination of someone else.

1. Nominations shall be made with no seconder required.
2. Nominations shall be closed by a motion made and seconded.
3. Voting shall be by secret ballot.
4. The nominee receiving a clear majority of the votes cast shall be declared elected by the Chief Executive Officer.
5. Should no member receive a clear majority, balloting shall proceed with the nominee’s name receiving the smallest number of votes being dropped.

Section 6.0 Meetings and Notice of Meetings

The Library Board shall meet, at least 7 times a year. Board meetings will take place in the Board Room at the Central Library, 55 York Boulevard and be live streamed. Normally, the Board will hold its regular meetings on the third Wednesday of each month, except July and August, at the Central Library and through Live Stream. The Board may agree to reschedule a meeting to another time or place.

The dates of Board and committee meetings will be listed on the Library’s website. The upcoming meeting dates will be posted as they get scheduled; however, a minimum of three days’ advance notice on the website is required. Written notice of all regular meetings together with the proposed agenda and the minutes of the immediately preceding regular meeting and of any special meetings shall be communicated to each member of the Board at least three days in advance of such meetings.

6.1 Electronic Participation

All Board meetings will be live streamed. Except during declared emergencies, Board members are encouraged to participate in-person, however, they may opt to participate electronically. Members of the public will be able to watch the meetings live by following the link on the website. Instructions for public participation in the electronic meeting will be posted on the website.

6.2 Attendance

Board Members are expected to attend all scheduled monthly meetings of the Board, either in person or through online participation. Any member who must be absent from a meeting must advise the Secretary in advance. In any event, absence from three consecutive scheduled meetings (according to the Public Libraries Act, section 13 (c)) will result in the member’s disqualification from the Board unless the member is ‘excused for cause’ by a motion of the Board. Library Board members that are City Councilors are excused for Council duties. Board members may be excused for longer periods for medical reasons or other personal emergencies.

The Secretary shall record the names of members in attendance in each meeting of the Board and of its committees.

6.3 Quorum

A quorum, which shall be a majority of the Board, must be present for the transaction of business at a meeting. If a quorum is not present within fifteen minutes after the hour for which any Board meeting has been called, the Secretary shall record the names of such members present and the Board shall stand adjourned. Any member declaring a conflict of interest in a matter to be discussed during the meeting will not be counted in establishing the quorum for that matter.

Nothing in the foregoing shall prohibit the members in attendance for a regular meeting, when no quorum is present, from constituting themselves as a committee dealing with such agenda items as they see fit.

However, no decisions taken at such a meeting may be executed until ratified by motion at a regular meeting of the Board or, when time is of the essence, written approval of such decisions may be obtained from a majority of the members of the Board.

6.4 Voting

All members of the Board (including the Chair) - unless they have declared a conflict of interest on a matter and are therefore ineligible to vote on that matter - shall vote on all questions. Any motion on which there is an equality of votes shall be deemed to be lost. Abstentions are counted as a negative or no vote. Board members may request their vote be recorded in the minutes.

Motions shall be carried by a simple majority (more than one half the total members present eligible to vote), except as otherwise provided for in this By-Law.

Notice of motion given at the previous meeting and two-thirds majority vote is required for:

1. A motion to reconsider a lost motion.
2. A motion to amend the by-laws.

6.5 Agenda Procedure

The Secretary will work with the Chair and Vice Chair to determine the Agenda for any meeting of the Board. The standard process for getting items added to the agenda is for Board Members to communicate with the Chair and Secretary, preferably with a ten (10) day notice prior to a meeting.

The Secretary and Chair will then develop draft motions, presentations and reports as needed. Other than routine business or those arising out of reports from committees, the Chair may rule items out of order.

Board Members, in extraordinary circumstances where they deem the standard process unsatisfactory, may submit a formal notice of motion to the Chair and Secretary who will ensure their motion is attached to the Board package unedited. Notice of such a motion will be sent to the Chair and Secretary with at least ten (10) days’ notice before the meeting.

6.6 Meeting Procedural Rules

The rules and practice set out in Robert’s Rules of Order shall govern wherever applicable in all cases not specifically provided for in these by-laws.

6.7 Order of Business

The order of business at regular meetings of the Board shall be as follows, subject to the discretion of the Chair:

1. Discussion
2. Acceptance of the Agenda
3. Minutes
4. Declarations of Conflict of Interest
5. Presentations
6. Consent Items
7. Business Arising from the Minutes
8. Correspondence
9. Reports
10. New Business
11. Private and Confidential
12. Date of Next Meeting
13. Adjournment

6.8 Delegations

Members of the public may make verbal presentations to the Board as a delegation with the permission of the Chair or upon written notification to the Secretary, received seven (7) days in advance of the meeting.

6.9 Minutes

The Secretary or designate shall keep Minutes of every meeting of the Board. The Minutes shall be confirmed by motion at the next following Board meeting.

6.10 In Camera Sessions

An in camera session of the Board shall be held when it is expedient to consider all or part of an agenda in camera because “intimate financial or personal matters” may be disclosed in debate and the desirability of protecting against the consequences of such disclosure outweighs the desirability of holding the meeting in public.

The decision must be confirmed by the Board or Board Committee in the form of a motion “THAT item(s) #___ be considered during an in camera session”. Such a motion shall be non-debatable and, if it is carried, the Chair shall designate a time for the session to be held. An in camera session shall be ended by a motion that the regular session be resumed.

Any actions determined during an in camera session must be authorized by a Board motion passed during the regular open session and recorded in public minutes. However, the Board’s Secretary may designate the minutes of in camera sessions as confidential if Section 28(2) of the Public Libraries Act applies.

6.11 Committees

The Board has two standing Committees: The Nominating Committee and the Audit Committee, but may also appoint Ad Hoc Committees.

1. Ad Hoc Committees may be appointed by the Board to deal with special issues assigned by the Board. Such committees report to the Board and shall be dissolved immediately upon making their final report to the Board.
2. A committee may have any number of members. The Board shall name a chair for each Ad Hoc committee.

A quorum for all committees shall be the majority of members. Committees meet when required at the call of the committee chair.
The Chair of the Board shall be a member of all Committees of the Board ex officio.
The Secretary of the Board (or designate) shall attend all committee meetings and shall be the Secretary of all committees.

6.12 Standing Committees

6.12.1 Nominating Committee

The Nominating Committee will be composed of four (4) members, - the Secretary of the Board plus three (3) elected Board Members. It shall be established annually during the election of Officers.

In a municipal election year, the outgoing Chair of the Board shall appoint the Nominating Committee from among the members of the new Board immediately following the appointment of the new Board by City Council.

In each year, the Nominating Committee shall meet before and report to the January Meeting following its appointment.

Duties of the Nominating Committee:

1. To select from the nominations received for each position or standing committees, the most appropriate candidate. In their selection across the whole slate, the Committee will endeavour to balance candidates with expertise and new Board Members with a view to succession planning over the term of the Board.
2. To recruit candidates for those positions where no nominations have been received.
3. If any member of the Nominating Committee intends to stand for election as Chair or Vice Chair, they shall inform the Nominating Committee and withdraw from it.
4. To ensure that their report indicating the full slate of candidates is ready to be included with the January Board meeting package.
5. To ensure that the right of any member to either self-nominate or nominate someone else for any of the positions from the floor during elections in January is clearly outlined in their report.

6.12.2 Audit Committee

The Audit Committee oversees the financial reporting process, monitors the choice of accounting policies and procedures and monitors internal control procedures to ensure the effective development and maintenance of adequate financial controls and reporting.

The Committee is independent of the auditing function and ensures appropriate actions are taken with audit findings. The Committee has no direct responsibility for the operations and functions of audit areas. It does, however, make recommendations to the Board regarding both factors.

The Audit Committee will be composed of four members of the Hamilton Public Library Board, one of whom shall be the Chair of the Hamilton Public Library Board. Preference will be given to Library Board Members who are financially literate with relevant background in financial matters (i.e. prior experience as a business person, recognized accounting designation, work in the accounting profession, or in the financial accounting department of a current or past organization). Committee members will have no current business relationship or financial interests with the Library or its management.

Members will be appointed at the first meeting in each year of the Board’s term and will serve until the end of the year. The members of the Audit Committee will appoint one of the members as Chair who will chair the meeting of the Audit Committee and perform such other duties as required to ensure the proper functioning of the Committee. (See Audit Committee Terms of Reference, Appendix 1, for further information about the duties and responsibilities of this committee).

Section 7.0 Payment of Board Expenses

Citizen appointees shall be paid no salary, fees or honorarium for their services. However, any member of the Board may be reimbursed for their actual, out of pocket expenses and travel costs, incurred as a result of their acting either within or outside the municipality in their capacity as members of the Board. Such payments must be allowed for in the budget that is approved by the Board and Council and the expenses must have been incurred with the prior approval of the Board.

Section 8.0 Amendment of the By-Laws

Amendments to these by-laws may only be made at a regular meeting provided that Notice of Motion in writing shall have been given at the previous meeting. Such amendments shall require a two-thirds majority vote of the Board.

Section 9.0 Board Self-Assessment

A Board self-assessment demonstrates that it believes in the values of accountability, learning and development and establishes its credibility not only with the funding agencies, but also with the public being served. In order to monitor how well it is fulfilling its responsibilities, there will be periodic self-assessments carried out by the Board according to the procedures/ processes and timing agreed upon by the Board.

Section 10.0 Effective Date

These By-Laws shall come into effect on June 17, 2020 and all former By- Laws and Rules of Procedure of predecessor Boards are hereby repealed.

Appendix 1: Audit Committee Terms of Reference

Purpose

The Committee is to oversee the financial reporting process, to monitor the choice of accounting policies and procedures and to monitor internal control procedures to ensure the effective development and maintenance of adequate financial controls and reporting. The Committee is to be independent of the auditing function and ensure appropriate actions are taken with audit findings. The Committee has no direct responsibility for the operations and functions of audit areas. It does, however, make recommendations to the Board regarding both factors.

Appointment of External Auditors

Under the authority of the Municipal Act, the City of Hamilton shall appoint the external auditor for the Hamilton Public Library.

Membership

The Audit Committee will be composed of four members of the Hamilton Public Library Board one of whom shall be the Chair of the Hamilton Public Library Board. A quorum shall be two members.

Preference will be given to Library Board Members who are financially literate with relevant background in financial matters (i.e. prior experience as a business person, recognized accounting designation, work in the accounting profession, or in the financial accounting department of a current or past organization). Committee members will have no current business relationship or financial interests with the Library or its management.

Members will be appointed at the first meeting in each year of the Board’s term and will serve until the end of the year. The members of the Audit Committee will appoint one of the members as Chair who will chair the meetings of the Audit Committee and perform such other duties as required to ensure the proper functioning of the Committee.

Meetings

The Committee will meet at least twice in each year – to meet the external auditors to review the scope of the audit and, after the audit has been done, to review the results.

Additional meetings may be held at the Call of the Chair of the Audit Committee, request by a Committee member or by the external auditors. Notice of each meeting confirming the venue, time and date of the meeting together with an agenda of items to be discussed shall be forwarded to each member of the Committee prior to the date of the meeting in a timely manner.

The external auditors, Chief Librarian and the Director, Finance and Facilities will be invited to attend meetings and, at least once a year, the Committee will meet with the external auditors without Library staff present. The Audit Committee may invite such other persons to its meetings as it deems necessary.

Duties

The duties of the Committee will be:

1. To meet with the external auditors before the audit commences and to discuss and approve the nature and scope of the audit.
2. To discuss with external auditors' issues such as compliance with accounting standards and proposals by external auditors.
3. To monitor the integrity of the financial statements of the Library and to review, and challenge where necessary, the actions and judgements of management in relation to financial statements before submission to the Board, focusing particularly on:
   
   1. Significant accounting policies and practices and any changes in them.
   2. Major judgmental areas.
   3. The extent to which the financial statements are affected by any unusual transactions in the year and how they are disclosed.
   4. The clarity of disclosures.
   5. Significant adjustments resulting from the audit.
4. To meet with the external auditors' post-audit, at the reporting stage, to discuss the audit, including problems and reservations arising from the audit, and any matters the auditor may wish to discuss.
5. To review the management representation letter, the external auditors’ management letter and management’s response.
6. To monitor and review the internal audit program (if any) and its effectiveness.
7. To monitor and review the Library’s systems for internal financial control, financial reporting and risk management.
8. To consider any major audit recommendations and to consider the major findings of internal investigations and management’s response.

Reporting

The Chair of the Committee shall report to the Board on all meetings of the Committee.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its responsibility where action or improvement is needed.
The Committee members shall conduct an annual review of their work and these Terms of Reference and make recommendations to the Board.

APPROVAL HISTORY

March 2005; November 2007; December 2016; June 2020