L.A.D. BOARD 1
Rev. 8/26/2009
THE SAN ANTONIO PUBLIC LIBRARY BOARD OF TRUSTEES BY-LAWS
PREAMBLE
Unlike any other department within the City of San Antonio's organizational structure, the San Antonio Public Library System is singled out by the City Charter to be managed by a City Council-appointed Board of Trustees (reference ARTICLE X, Section 124). Other City departments have at their head a director " . . . who shall be appointed and who may be removed by the City Manager." (reference ARTICLE V, Section 5l). The Charter further specifies that said directors shall have supervision and control over their respective departments, subject to approval by the City Manager.
While on the one hand Section 124 of the City Charter gives the Board of Trustees seemingly independent authority to manage the Library system and to make personnel decisions, these powers in reality are limited by other provisions of the Charter, such as City Council's authority over the budget and dedication of properties for Library use. In the matter of personnel management, the Board shall "appoint and remove all officers and employees of the Library, subject to provisions of this Charter." (reference ARTICLE X, Section 125). However, since civil service rules, salary scales, the recruitment and selection system, and rules for appeals of disciplinary actions are all approved by City Council, the Board of Trustees' authority to "appoint and remove all officers and employees" can only be exercised subject to the rules, regulations and procedures adopted and/or approved by City Council and administered by the City Manager.
In recognition of the aforestated Charter-established limitations and, at the same time, mindful of its Charter-directed responsibility to manage the San Antonio Library, the Board of Trustees hereby affirms that its stewardship of the Library system shall be exercised within the spirit and intent of the Council/Manager system of government. In that context, the Board of Trustees shall function as the Library system's policy-making body and shall have exclusive responsibility for the management (including organizational structure), operation, care and maintenance of Library properties of every description, budget review and budget submission, planning promotion of community cooperation and involvement, use and support of the Library system, Library programs, new technology, and such other matters as the Board of Trustees deems appropriate within the framework of its responsibilities.
Regarding personnel management, the Board of Trustees shall, in consultation with the City Manager, appoint a professional Library Director who shall serve at the pleasure of the Board, pursuant to ARTICLE VII herein, and provided, however, that removal of said Director shall be subject to the civil service provisions of the City Charter. Consistent with the Council/Manager form of government within which the Board of Trustees must function, the Board of Trustees delegates to the Director the authority and responsibility to appoint, supervise and remove Library staff, subject to established City of San Antonio personnel rules and regulations and civil service provisions. Notwithstanding such delegation, the Board of Trustees retains its responsibility and prerogative to inquire, through the Director, into any situation or condition which may come to its attention, which the Board deems to be detrimental or potentially detrimental to the Library system.
With the foregoing as background, the following are hereby adopted as Bylaws of the Board of Trustees of the San Antonio Public Library.
ARTICLE I. NAME AND ORIGIN
This body shall be called "The Board of Trustees of the San Antonio Public Library"; its origin being established by provisions of the Charter of the City of San Antonio.
ARTICLE II. PURPOSE
The Trustees of the San Antonio Public Library shall function as a policy-making body and shall, within the framework of the City of San Antonio Council/Manager form of government, exercise the power, authority and assume the responsibilities delegated to it by the Charter of the City of San Antonio.
ARTICLE III. MEMBERSHIP
SECTION 1. Members of The Board of Trustees of the San Antonio Public Library, hereinafter called "Board," shall be appointed pursuant to ARTICLE X, Section 124 of the City Charter, and current City Council policy related to appointments to Boards, Commissions, Committees and like bodies.
ARTICLE IV. MEETINGS
SECTION 1. Regular Meetings. Regular meetings of the Board shall be held each month on the fourth Wednesday beginning at 4:30 p.m. or on such other day and time as may be designated by the Board. Action to change the day and/or time must be publicly posted at least 72 hours prior to any meeting which will be held on a day or time different from the day and time listed above.
SECTION 2. Annual Meeting. The Board meeting held in September of each year shall be designated as the Annual Meeting. The purpose of the Annual Meeting shall be for the election of officers and such other business as the Board deems appropriate.
SECTION 3. Special Meetings. Special meetings may be called by the Chair or at the request of three Board members for the purpose of transacting business as stated in the notice of the special meeting.
SECTION 4. Notices. All Board meeting notices shall conform to the Texas Open Meetings Law as it now exists or as such law may be changed in the future.
SECTION 5. Place. All meetings of the Board shall be held in the Central Library, unless otherwise specified by the Board.
SECTION 6. Quorum. A quorum for transaction of business shall be a simple majority of Board members in office.
SECTION 7. Order of Business. The order of business for each regular monthly meeting shall be set out in a printed agenda and publicly posted in accordance with the Texas Open Meetings Law as it now exists or as it may be amended in the future. Said agenda shall include but not necessarily be limited to the following items. The sequence of the following items on the agenda shall be determined by the Board:
- Call to Order
- Moment of Silent Meditation
- Announcements
- Director's Report
- Public Comment
- Approval of Minutes
- Standing Committee Reports
- Ad Hoc Committee Reports
- Special Reports
- Old Business
- New Business
- Executive Session
- Adjournment
During the course of a meeting, the published agenda's Order of Business may be altered by a majority vote of members present.
SECTION 8. City Council. The Board, through its Chair, shall request a joint meeting with City Council at such times as the Board deems necessary. The date, time, place and agenda for such meeting shall be set at the mutual convenience of the Board and City Council.
SECTION 9. Conduct of Meetings. Proceedings of all meetings shall be governed by Robert's Rules of Order, Newly Revised in those cases in which they are applicable and in which they are not inconsistent with these By-Laws.
SECTION 10. Excused Absences. Excused absences by Board members from regular, special or called meetings of the Board shall be considered in accordance with currently established City policy (Chapter 2, Article IX of the City Code) as it relates to other Council-appointed Boards, Commissions, Committees, etc.
Excused absences, as established by the Library Board, shall be defined as absences related to illness, extenuating family circumstances, job-related situations. Board members must notify the Board Chair or the Library Director of an excused absence and the reason for such absence.
The Board shall petition the City Council for a Board member’s replacement upon failure to meet the required attendance policy.
The minutes of all regular, special, annual or called Board meetings shall reflect Board member attendance. The reason for absence; i.e., excused absence or non-excused absence, shall be noted in the attendance section of the minutes of all Board meetings.
ARTICLE V. OFFICERS
SECTION 1. Officers. Officers of the Board shall be as follows: Chair, Vice-Chair, Secretary, and Treasurer. They shall be elected by a majority vote of the Board pursuant to Article IV, Section 2 and Article VI, Section 4 herein and shall assume office immediately prior to adjournment of the Annual Meeting. Officers of the Board and the immediate past Chair, if still serving as an appointed member of the Board, shall constitute the Executive Committee of the Board. The Board Chair shall serve as Chair of the Executive Committee.
SECTION 2. Chair. The Chair of the Board shall preside at all meetings; appoint all Standing Committees and Special Committees, subject to the approval of the Board; act as ex-officio member of such Standing Committees and Special Committees, except the Nominating Committee; call special meetings; and generally perform the duties of the presiding officer.
A. Substitution for Chair: The Chair may call on the Vice-Chair to serve as Chair for any meeting or portion thereof for which the chair is unavailable. Such substitution shall not continue beyond adjournment.
SECTION 3. Vice-Chair. The Vice-Chair, in the absence or disability of the Chair, shall assume and perform the duties and functions of the Chair. In the event of a vacancy in the office of Chair, the Vice-Chair shall assume the office of Chair for the remainder of the term.
SECTION 4. Secretary. The Secretary of the Board shall be responsible for the minutes, meeting notices, and other records of the Board.
SECTION 5. Treasurer. The Treasurer of the Board shall provide regular reports to the Board related to the status of Library operating and special funds and the status of Library capital improvement funds. The Treasurer shall also provide guidance and recommendations to the Board regarding the Library's annual proposed general fund budget and such other financial matters as appropriate.
SECTION 6. Removal of Officers. Any officer may be removed from office at any regular or special meeting of the Board upon the affirmative vote of a majority of currently appointed Board members.
SECTION 7. Vacancy in Office. A vacancy in any office, except Chair, whether the result of resignation, removal or any other cause, shall be filled by the appointment of a current Board member by the Chair with the Board’s approval . The appointee serves until the next annual election. .
SECTION 8. Term of Office. A full term is defined as one year.
ARTICLE VI. COMMITTEES
SECTION 1. Executive Committee. The Executive Committee shall establish the monthly the agenda for the regular meetings and the annual meeting the format and time of the Executive Committee meetings shall be set by the chair.
SECTION 2. Standing Committees. Standing Committees shall be appointed by the Chair, subject to approval by a majority of the Board. The number of Standing Committees, the membership of each, the frequency of their meetings, and their duties and responsibilities shall be determined by the Chair in consultation with the Board. Appointees to Standing Committees shall be limited to currently appointed members of the Board and to advisory members as appointed by the Chair and approved by the Board.
A quorum is not necessary for the conduct of meetings by Standing Committees.
SECTION 3. Special or Ad Hoc Committees. Special or Ad Hoc Committees for the study and investigation of special problems or other special purposes shall be appointed by the Chair from time to time, subject to approval of a majority of the Board. Non-Board members may be appointed to Special or Ad Hoc Committees. Non-Board members may participate fully in committee business and cast votes on issues being considered by such Special or Ad Hoc Committees.
Special or Ad Hoc Committees shall serve until the work for which they have been appointed has been completed or for the time specified by the Chair at the time of appointment.
SECTION 4. Nominating Committee. A Nominating committee shall be appointed by the Board during the regular July meeting of the Board. The Nominating Committee shall be composed of three members of the Board, not to include the current Board Chair.
The Nominating Committee shall transmit a slate of nominees for Board officers, one nominee for each office, at least one week prior to the Annual Meeting. Such nominees must be currently appointed members of the Board.
Nominations for officers may be made from the floor by currently appointed members of the Board during the Annual Meeting.
SECTION 5. Committee Powers. No committee nor member of any committee shall have or exercise any authority to take any action except to discuss, investigate, report and recommend to the Board, unless such authority has been specifically authorized in advance by the Board.
SECTION 6. Liaisons. Liaisons to other organizations may be appointed by the Chair with the approval of the Board.
ARTICLE VII. DIRECTOR AND STAFF
SECTION 1. The Board, in coordination with the City Manager, shall appoint a qualified Library Director whose salary shall be set within the framework of the currently adopted City pay plan. Said Director shall be the chief executive and administrative officer of the Library and shall serve at the pleasure of a majority of the Board, provided, however, that removal shall only occur through prior consultation with the City Manager. Said Director shall be entitled to all the rights and benefits under any provisions pertaining to appointive offices and employment of the City which are now or which may hereafter be in the classified civil service of the City (reference ARTICLE X, Section 125 of the Charter of the City of San Antonio).
SECTION 2. Evaluation of the Director's performance shall be a dual process involving the Board and the City Manager and shall be conducted in accordance with the City's Employee Performance Appraisal system as prescribed in the City of San Antonio's Employee Performance Appraisal Manual.
A. Evaluation by the Board: The Board's evaluation shall be based on the Director's:
- Implementation and administration of Board policies
- Administration of Library services to the public
- Quality and timeliness of reports, information and recommendations provided to the Board
- Coordination and support of Board functions, meetings, etc.
- Administration of the Library Capital Improvements Program
- Short and long range planning
- Knowledge and execution of current public library practices and operations
- Active participation in various regional and national library organizations and associations
- Community involvement and accessibility
- Other subjects, traits and qualities pertinent to the Director's responsibilities to the Board
B. Evaluation by the City Manager: The City Manager's evaluation shall be based on the Director's:
- Budget preparation and submission within the framework of City budget policies
- Management and administration of budget resources
- Management and administration of the Library's personnel resources within the framework of City personnel policies
- Coordination and cooperation with counterparts in other City departments and agencies
- Knowledge of and compliance with City policies
- Communication skills
- Initiative and self-motivation
- Such other items related to Department Head position within the City's organizational structure
C. Dual Evaluation: The Board and City Manager may, as deemed appropriate, meet at any time to review the Director's performance. A formal independent evaluation of the Director's performance shall be conducted annually by the Board and the City Manager based on the foregoing.
Upon completion of such formal independent evaluations, the Board or representative(s) thereof appointed by the Chair, and the City Manager, or his designated representative, shall meet jointly with the Director to review the evaluations and discuss the Director's job performance.
Aforesaid evaluation shall be filed in accordance with current City of San Antonio personnel policies and procedures.
SECTION 3. The Director shall appoint, supervise, discipline and remove Library system staff authorized in the Library Department budget, consistent with City of San Antonio personnel rules and subject to classified civil service of the City of San Antonio.
SECTION 4. Members of the Board shall not direct or request the Director or any of the Director's subordinates to appoint or remove from office or employment any library staff person. The Board shall not give any orders to any subordinates of the Director, either publicly or privately.
SECTION 5. The Director's duties and responsibilities shall include but not necessarily be limited to:
- Administration of all Board and City policies
- Care and maintenance of Library property
- Administration of the Hertzberg Circus Museum management, operation and maintenance
- Selection of Library materials consistent with Board policy
- Administration of Library services to the public
- Preparation and submission of the Library Department's annual budget consistent with Board policy and City budget guidelines
- Management of the Library's fiscal resources including accurate and timely reports to the Board related to the status of same
- Coordination of Board functions, including meeting arrangements, preparation of Board meeting packets, and such other duties as prescribed by the Board
- Working with, assisting and recommending to the Board in matters related to plans, goals and direction of the Library system
- Consultation with the Board and management of the Library system's capital improvements program
- Coordination with community organizations, Library support groups, and the Library Foundation
- Coordination with counterparts in other City departments in matters of mutual concern and interest
ARTICLE VIII. GENERAL
SECTION 1. Amendments. These Bylaws may be amended at any meeting of the Board by a majority vote of currently appointed members, provided, however, that notice of a proposed amendment shall be transmitted to all Board members at least ten days prior to the meeting date at which such proposed action is to be considered.
SECTION 2. Texas Open Meeting Law. All applicable meetings and actions of the Board shall conform to requirements of the Texas Open Meetings Law.
SECTION 3. City Ordinances. All actions of the Board of Trustees shall be consistent with ordinances of the City ofSan Antonio.
SECTION 4. Indemnification and Legal Defense. In the proper discharge of its responsibilities, the Trustees of the San Antonio Public Library shall enjoy the protection of City Charter Section 151 which states that "No officer or employee of the City shall be liable for damages for any act committed in the proper discharge of his duties" and shall further enjoy the indemnification of City officers and employees as provided in City of San Antonio ordinance number 62206, dated January 23, 1986, and the policy statement attached thereto.
SECTION 5. Board and the San Antonio Library Foundation Relationship. While the San Antonio Library Foundation is a private entity entirely separate from the Board of Trustees of the San Antonio Library, the Foundation's purpose is to support the Library system.
For that reason, the Board Chair shall serve as a member of the San Antonio Library Foundation's Executive Board of Directors and shall appoint the requisite number of currently serving Board members to the Library Foundation's Board of Directors as prescribed by said Foundation's current Bylaws. Such appointments shall be subject to approval of a majority of the Board and shall serve for one year. Board appointees to the Library Foundation's Board of Directors may be re-appointed at the expiration of each term without a break in service, subject to approval of a majority vote of the Board.
Appointments shall be made at the regular Board meeting during the month following the Board's Annual Meeting.
Appointments shall be made by the Chair to fill vacancies of unexpired terms of Board appointees to the Library Foundation's Board of Directors as necessary. Such appointments shall be subject to approval by a majority of the Board
As Adopted on July 22, 1954 and as Amended through September 25, 2002 and as Amended through August 26, 2009