Board of Trustees Bylaws

The Medina County District Library Board of Trustees shall abide by all directives set forth in bylaws that are approved and managed by the Board.

Article I
Name
Section 1. This organization shall be called “The Board of Trustees of the Medina County District Library” existing by virtue of the provisions of Chapter 3375.19 of the Laws of the State of Ohio, and exercising the powers and authority and assuming the responsibilities delegated to it under the said statute.

Article II
Membership
Section 1. The Medina County District Library is organized as a county district library under the control and management of a Board of Trustees consisting of seven members appointed to a term of four years, effective July 1, 2025. A Board member may fill an unexpired term, but shall only be appointed to one full four-year term. (The Policy & Bylaws Committee of the Medina County District Library Board of Trustees allows for more one term for a member of the Board of Trustees during unusual circumstances.) All powers of the Library Board are vested in it as a Board, and none at all in the individual members. The individual trustee has no power to act for the Board in any way, unless authorized to do so by the Board itself. Medina County District Library will provide reasonable coverage to indemnify trustees in the performance of their duties.

Section 2. When a trustee misses three regular Board Meetings in a year, the President and two additional board members may request the appointing authority to declare the trustee position vacant and to name another person to complete the vacant term.

Article III
Officers
Section 1. The officers shall be a President, a Vice President and a Secretary, elected from among the appointed trustees at the annual organization meeting of the Board.

Section 2. Near the end of the final year of appointment, the outgoing Trustee shall individually poll the remaining members of the Board and present a proposed slate of officers for the following year to the Board at the annual organization meeting. Additional nominations may be made from the floor.

Section 3. Officers shall serve a term of one year from the meeting at which they are elected, or until their successors are duly elected.

Section 4. The President shall preside at all meetings of the Board, authorize calls for special meetings, appoint all committees, execute all documents authorized by the Board, serve as an ex-officio non-voting member of all committees, co-sign checks with the Fiscal Officer, sign the minutes after approval, and generally perform all duties associated with that office.

Section 5. The Vice President, in the event of the absence or disability of the President, or of a vacancy in that office, shall assume and perform the duties and functions of the President.

Section 6. The Secretary shall co-sign with the President for the conveyance of real property and approval of regular meeting minutes and shall perform such other duties as are generally associated with that office.

Article IV
Meetings
Section 1. The regular meetings shall be held each month, the date and hour to be set by the Board at its annual organization meeting. However, one subsequent regular meeting of the Board per year may be cancelled upon a vote of majority of the Board at a regular meeting. Notice of the cancellation of the meeting shall be published in the same manner as a regular meeting. A recording secretary as designated by the Fiscal Officer shall keep a true and accurate record of all meetings.

Section 2. At the annual organization meeting in December, the Board shall:

Elect and install Officers
Appoint and fix the compensation of a Fiscal Officer and if it so chooses, appoint and fix the compensation of a Deputy Fiscal Officer
Approve the upcoming year’s budget by this meeting if not already approved.
Approve the schedule of upcoming year’s regular monthly meetings

Section 3. The order of business at the regular meetings of the Board is recommended to be:

Call to Order
Roll Call of Members
Approval of Agenda
Recognition of Guests and Comments from the Public
Disposition of Minutes
Fiscal Officer’s Financial Report
Executive Director’s Report
Personnel Report
Board Committee Reports
Unfinished Business
New Business
Trustee Comments
Executive Session
Adjournment

Section 4. The agenda is prepared and provided to Trustees, along with supporting documentation when possible, at least four working days before the upcoming Board of Trustees meeting. It is prepared by the Executive Director in consultation with the President of the Board and/or Vice President.

Section 5. At all meetings four (4) members of the Board shall constitute a quorum. A quorum is required to call the meeting to order and to conduct official Board business. Some decisions of the Board require a majority of the full Board members voting Aye in order to be valid. In these cases, a simple quorum of four (4) members is not sufficient for a vote. Those items requiring a majority of the full Board are listed in the Ohio Revised Code.

Section 6. Special meetings may be called by the President, or at the request of two trustees. Notices for a special meeting shall state the purpose for which it is called and shall be given to Board members at least 48 hours in advance of the meeting.

Section 7. Conduct of meetings: proceedings of all meetings shall be governed by the most current edition of Robert’s Rules of Order and as set forth in the Ohio Revised Code and Ohio Sunshine Laws.

Article V
Director, Fiscal Officer and Staff
Section 1. The Board shall appoint a qualified Executive Director who shall serve as administrative officer of the Library. The Executive Director shall be responsible for the internal procedures and operation of the Library, the expenditure of funds, the appointment of staff and administration of personnel policy, and the selection and maintenance of the materials collection. In regard to matters of employment, the Executive Director may delegate authority for hiring and firing to the HR Manager in consultation with the Deputy Director. The Executive Director, as professional advisor, shall recommend policies to the Board, prepare agenda for and attend Board meetings and represent the staff to the Board.

Section 2. The Fiscal Officer, per Ohio Revised Code 3375.32 and 3375.36, shall serve at the discretion of the Board and is appointed for a one-year term at the annual organizational meeting of the Board of Trustees. Prior to assuming duties, the Fiscal Officer shall execute a bond in an amount and with surety to be approved by the Board. The Fiscal Officer is the library’s chief financial officer and acts as the Board’s fiscal agent in library matters in accordance with law, under the direction of, and within the objectives and policies adopted by the Board. The Fiscal Officer shall administer, and is responsible for, the receipt, deposit, investment and expenditure of funds; the internal control of library revenues and expenditures; and the documenting and reporting of financial activity. The Fiscal Officer, as professional advisor, shall recommend policies to the Board, prepare recommended resolutions for, and attend Board and committee meetings where the library’s finances are discussed or impacted. The Fiscal Officer shall be responsible to the Board for financial matters and to the Executive Director for administrative matters.

Section 3. A Deputy Fiscal Officer, per Ohio Revised Code 3375.36, may be appointed by the Board for a term of one year to receive and disburse library funds and/or to act on behalf of the Fiscal Officer in his or her absence. Prior to assuming duties, the Deputy Fiscal Officer shall execute a bond in an amount and with surety to be approved by the Board. The Deputy Fiscal Officer shall be responsible to the Fiscal Officer for daily duties and responsibilities.

Article VI
Committees
Section 1. Within the first quarter of taking office, the President shall appoint standing and ad hoc committees for such specific purposes as the business of the Board may require. Standing committees shall serve until the following year’s committees have been appointed. An ad hoc committee shall be considered to be discharged upon the completion of the purpose for which it was appointed and after the final report is made to the Board.

Section 2. The committees shall make regular progress reports to the Library Board.

Section 3. No committee will have other than advisory powers unless, by suitable action of the Board, it is granted specific power to act.

Section 4. A Records Commission consisting of the full Board plus the Fiscal Officer shall meet at least once during each calendar year to discuss records retention and approve disposal of library records and any other requirements identified by state statute.

Article VII
General
Section 1. An affirmative vote of the majority of all members of the Board present at the time shall be necessary to approve any action before the Board. The President may vote upon and may move or second a proposal before the Board.

Section 2. Any rule or resolution of the Board, whether contained in these bylaws or otherwise, may be suspended temporarily in connection with business at hand, but such suspension, to be valid, may be taken only at a meeting at which two-thirds of the members of the Board shall be present and two-thirds of those present shall so agree.

Article VIII
Amendments
Section 1. The bylaws may be amended by the majority vote of all members of the Board provided written notice of the proposed amendment shall have been provided to all members at least ten days prior to the meeting at which such action is proposed to be taken.

Policy No: BRD-07
Title: Board of Trustees Bylaws
Board Approval Date: 03-16-2020
Staff Reviewed Date: 05-01-2025
Revised Date: 12-15-2025
Effective Date: 12-15-2025