Board Bylaws

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Bylaws of the Board of Trustees of the Cape Girardeau Public Library


ARTICLE I: NAME AND OFFICES

The municipal library district of the city of Cape Girardeau, Missouri shall be called the Cape Girardeau Public Library. The Cape Girardeau Public Library is located at 711 North Clark Street in Cape Girardeau, Missouri. The principal office of the Cape Girardeau Public Library shall be located within the Library. The Cape Girardeau Public Library may have offices at such other places within the municipal library district of the City of Cape Girardeau as the Board of trustees may from time to time determine.

 

ARTICLE II: FREE LIBRARY USE

The Cape Girardeau Public Library shall be forever free to the use of the residents of the Cape Girardeau municipal library district, subject to such reasonable rules and regulations as the Board of Trustees may adopt in order to render the use of the Library of the greatest benefit to the greatest number. The Board of trustees may exclude from the use of the Library any and all persons who willfully violate such rules. The Board of Trustees may extend the privileges and use of the Library to persons residing outside of the municipal library district, upon such terms and conditions as the Board of Trustees, from time to time, by its regulations, may prescribe.


ARTICLE III: BOARD OF TRUSTEES
SECTION 1: GENERAL POWERS

Subject to the limitation of these Bylaws and the statutes of the State of Missouri, all powers of the Board of Trustees shall be exercised by or under the authority of the Board of Trustees, and the management, affairs and policies of the Cape Girardeau Public Library shall be controlled by the Board of Trustees. The Board of Trustees shall have all such powers which it may deem expedient and necessary for the proper government of the Library and not inconsistent with RSMO Sections 182.140 to 182.301. The Board of Trustees shall specifically have those powers set forth in RSMO Section 182.200.

SECTION 2: LIBRARY DIRECTOR

The Board of Trustees shall appoint a properly qualified librarian who shall be the Director of the Library and who shall serve as its chief administrative officer.

SECTION 3: NUMBER OF TRUSTEES

The number of members of the Board of Trustees shall be nine (9).

SECTION 4: QUALIFICATIONS

Membership as a trustee is open to all persons over the age of eighteen (18) years and who reside within the municipal library district of the City of Cape Girardeau and who are interested in furtherance of the purposes of the Cape Girardeau Public Library. No member of the city government shall be a member of the Board of Trustees.

SECTION 5: TERM OF MEMBERSHIP

A term of membership as a trustee shall be three (3) years.

SECTION 6: APPOINTMENT TO BOARD

The mayor of the City of Cape Girardeau, with the approval of the Cape Girardeau City Council, shall appoint the members of the Board of Trustees. Such appointment shall be made with reference to the prospective candidate’s fitness for office. Board members shall submit names of prospective candidates for appointment at the April meeting of the Board of Trustees. The executive committee of the Board of Trustees shall select two (2) persons for each vacancy on the Board of Trustees. The qualifications of each of the prospective candidates shall be discussed at the May meeting of the Board of Trustees and, if the prospective candidates are approved for membership, then their names shall be recommended to the mayor for consideration for appointment to the Board of Trustees.

SECTION 7: REAPPOINTMENT TO BOARD

No member of the Board of Trustees shall serve for more than three (3) successive full terms and shall not be eligible for further appointment to the board until two (2) years after the expiration of the third term. The Board shall recommend to the mayor that no person who has failed to attend two-thirds (2/3) of the scheduled Board meetings be reappointed to the library Board of Trustees.

SECTION 8: NO COMPENSATION

No trustee shall receive compensation as such, and no person shall be employed by the Board who is related either by blood or by marriage to any trustee of the Board.

 

ARTICLE IV: MEETINGS
SECTION 1: ANNUAL MEETINGS

Annual Meeting. There shall be an annual meeting of the Board of Trustees on a date designated by the Board each year, at the site chosen each year by vote of the Trustees.

SECTION 2: REGULAR MEETINGS

Regular meetings of the Board of Trustees shall be held at least ten times per year at the Cape Girardeau Public Library unless otherwise posted. The secretary of the Board of Trustees, or a designated appointee, shall provide notice of the regular meetings in accordance with the statutes of the State of Missouri.

SECTION 3: SPECIAL MEETINGS

Special meetings of the Board of Trustees may be called by the president of the Board of Trustees, or upon request of any four (4) trustees, for the transaction of such special business. The person or persons authorized to call special meetings of the Board of Trustees may fix a reasonable time and place for holding them. The secretary of the Board of Trustees, or a designated appointee, shall be responsible for the issuance of all notices of special meetings and the notice shall state the special business that is to come before the meeting.

SECTION 4: NOTICE AND WAIVER

Notice of any special meeting shall be given at least three (3) days prior thereto by written notice to each trustee in person, or by mail at his address, or by fax or e-mail, according to the recipient’s preference. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. Any trustee may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. The attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a trustee states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

SECTION 5: QUORUM AND VOTING

Each trustee of the Board of Trustees shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the Board of Trustees. Every trustee entitled to vote at a meeting of the Board of Trustees may authorize another trustee or trustees to act for him by proxy. Every proxy shall be in writing and shall be signed by the trustee or his otherwise duly authorized attorney-in-fact and shall be executed in front of either the Director or the Administrative Assistant. (See Appendix for Proxy Form) Under extenuating circumstances, an emailed proxy will also suffice. A majority of trustees in office appearing in person or by proxy shall constitute a quorum for the transaction of business. The vote of a majority of trustees at a meeting at which a quorum is present shall constitute the action of the Board of Trustees. The Board of trustees may permit any trustee (or any member of a committee designated by the board) to participate in a regular or special meeting of the board or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other during the meeting. A trustee participating in a meeting in this manner is deemed to be present in person at the meeting. If less than a quorum is present, then a majority of those trustees present may adjourn the meeting from time to time without notice until a quorum is present.

SECTION 6: VACANCIES

Any vacancy occurring tin the Board of Trustees shall be filled by appointment by the mayor of the City of Cape Girardeau. A trustee appointed to fill a vacancy shall hold membership only for the unexpired term of the member creating the vacancy.

SECTION 7: REMOVAL

Three consecutive unexcused absences may result in dismissal from the Board of Trustees. An unexcused absence shall be defined as any absence unaccompanied by a proxy. Any trustee or trustees may also be removed from the Board of Trustees for misconduct or neglect of duty. This removal is the duty of the mayor of the City of Cape Girardeau or other proper official, by and with the consent of the Cape Girardeau City Council.

SECTION 8: PRESUMPTION OF ASSENT

A trustee who is present at a meeting of the Board of Trustees at which action on any matter is taken shall be presumed to have assented to the action taken unless the trustee votes against such action or abstains from voting because of an asserted conflict of interest.

SECTION 9: LIBRARY DIRECTOR

The Director of the Library should be present at all meetings of the Board of Trustees, except at those times when his or her status or salary is discussed, in which case the Board shall take all necessary steps to immediately notify the Director of the action of the Board. (Amended October 7, 2021.)

SECTION 10: ORDER OF BUSINESS

The order of business shall always include the following items:

  1. Acceptance of minutes of last meeting
  2. Presentation of financial report and monthly expenditures
  3. Monthly report of Director
  4. Communications
  5. Committee reports
  6. Unfinished business
  7. New business
  8. Adjournment

The Director of the Library shall prepare an agenda for each meeting of the Library Board and make a copy available to each member of the Board of Trustees present at the beginning of each meeting. (Amended February 3, 2022)

SECTION 11: MINUTES OF MEETINGS

The minutes of all regularly scheduled and open meetings of the Board of Trustees shall be mailed to all members of the Board of Trustees, all members of the Cape Girardeau City Council and to the Cape Girardeau City Manager, prior to the next regularly scheduled meeting.

SECTION 12: ELECTRONIC/TELEPHONIC MEETINGS

One or more trustees may participate in a meeting of the Board of Trustees, or of a Committee of the Board, by means of a conference telephone or similar communications equipment.

 

ARTICLE V: OFFICERS
SECTION 1: OFFICERS

The officers of the Board of Trustees shall be a president, a vice-president, a secretary and a treasurer, each of whom shall be elected by the Board of Trustees. Other officers and assistant officers as may be deemed appropriate may be elected by the Board of Trustees from time to time. No person may hold more than one (1) office at any time. A failure to elect any of the above-referenced officers shall not affect the existence of the Board of Trustees.

SECTION 2: ELECTION AND TERM OF OFFICE

The officers of the Board of Trustees shall be elected annually and installed at the first Board of Trustees meeting held after the beginning of the fiscal year. Each officer shall hold office until the next annual meeting or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner herein provided. (Amended 11/05/2020)

SECTION 3: REMOVAL

Any officer may be removed from office at any time on the affirmative vote of a majority of the Board of Trustees whenever, in its judgment, the best interests of the Board of Trustees will be served thereby.

SECTION 4: VACANCIES

Vacancies in offices, however occasioned, may be filled at any time by election by the Board of Trustees for the unexpired terms of such offices.

SECTION 5: DUTIES

The president shall preside at all meetings, appoint special committees as needed, authorize calls for any special meeting, and sign all papers, documents, and contracts of the Board of Trustees as authorized to do so by action of the Board of Trustees, these Bylaws or the statutes of the State of Missouri. The president shall be the chief executive officer of the Board of Trustees.

The vice-president shall assume the duties of the president in the latter’s absence. In the absence of both the president and vice-president, the trustees present shall elect a president pro tem.

The secretary, or a designated appointee, shall be responsible for the keeping and maintenance of a true and accurate account of all meetings of the Board of Trustees and shall have custody of the minutes of the Board of Trustees. The secretary shall sign all papers, documents and contracts of the Board of Trustees as authorized by action of the Board of Trustees, by these Bylaws, or by the statutes of the State of Missouri.

The treasurer, or a designated appointee, shall be responsible for keeping the Board of Trustees advised regarding the fiscal condition of the Library, shall make such reports as may be requested or required, and shall execute a good and sufficient bond as may be established and approved by the Board of Trustees. The treasurer shall sign all papers, documents and contracts of the Board of Trustees as authorized to do so by action of the Board of Trustees, by these Bylaws, or by the statutes of the State of Missouri.

Subject to the foregoing, the officers of the Board of Trustees shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by these Bylaws, or as may be assigned to them from time to time by the Board of Trustees.


ARTICLE VI: EXECUTIVE AND OTHER COMMITTEES
SECTION 1: CREATION OF COMMITTEES

The Board of Trustees may, by resolution passed by a majority of the whole board, designate an Executive Committee, certain standing committees and one or more other committees.

SECTION 2: EXECUTIVE COMMITTEE

The Executive Committee shall be comprised of the officers of the Board of Trustees and shall consult with and advise the Board of Trustees in the management of the Library’s affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Trustees creating such Executive Committee, such powers of the Board of Trustees as can be lawfully delegated by the Board. The Executive Committee shall also serve as the Grievance Committee.

SECTION 3: STANDING COMMITTEES

The following standing committees shall be appointed by the president for a one (1) year term:

  1. Budget Committee: The purpose of this committee is to create an annual budget to present to the Board of Trustees for approval.
  2. Personnel Committee: The purpose of this committee is to managing the hiring process of the Library Director and subsequent annual reviews.
  3. Bylaws and Policy Committee: The purpose of this committee is to review, amend, and/or adopt new changes to the governing documents of the Cape Girardeau Public Library
  4. Community Relations Committee: The purpose of this committee is to assist the Library staff with marketing efforts and community outreach.
  5. Building and Grounds Committee: The purpose of this committee is to assist the Library staff with management of the building(s) and grounds of the Cape Girardeau Public Library. This committee will identify needed updates and plan for future expansions or remodels. This committee should meet with the Budget and Personnel Committee to ensure large capital expenditures are budgeted and resources are available when needed.
  6. Strategic Planning Committee: The purpose of this committee is to facilitate the creation of and updates to the Library’s Strategic Plan that will enable the Library to attain its vision. The committee will inform the Board of Trustees as to the progress being made towards the Strategic Plan Goals and Objectives.

The president is an ex-officio member of each of the appointed standing committees.
Amended February 4, 2021; November 3, 2022.

SECTION 4: NOMINATING COMMITTEE

The president shall appoint a nominating committee at the April regular meeting. The nominating committee shall meet and shall recommend a slate of officers to the Board of Trustees at the May regular meeting. The officers of the Board of Trustees shall be elected at the June regular meeting and shall be installed at first Board of Trustees meeting held after the beginning of the fiscal year.

Amended 11/05/2020

SECTION 5: OTHER COMMITTEES

The president may appoint such other committees and shall have such functions and may exercise such power of the Board of Trustees as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee or committees. Such committees shall serve until the completion of the work for which they were created or until the next annual meeting of the Board of Trustees.

SECTION 6: MEETINGS

Regular meetings of the Executive Committee and other committees may be held at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees. The Secretary of the Board of Trustees, or a designated appointee, shall provide notice of the meetings in accordance with the statutes of the State of Missouri.

SECTION 7: VACANCIES

Vacancies on the Executive Committee shall be filled by the Board of Trustees and vacancies on other committees shall be filled by the president at any regular or special meeting of the Board of Trustees.

SECTION 8: QUORUM

At all meetings of the Executive Committee or other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

SECTION 9: MANNER OF ACTING

The acts of a majority of the members of the Executive Committee or other committees present at any meeting at which there is a quorum shall be the act of such committee.

SECTION 10: MINUTES

The Executive Committee and the other committees shall keep regular minutes of their proceedings and report the same to the Board of Trustees when required. A copy of all minutes will be kept on file in the Administrative Office.


ARTICLE VII: BOOKS, RECORDS AND REPORTS
SECTION 1: DIRECTOR’S ANNUAL REPORT

The Director of the Library shall make, within eight (8) weeks after the end of the fiscal year of the Library, an annual report to the Board of Trustees, stating the condition of the Library and its services on the last day of the fiscal year, the various sums of money received from all sources, and how the monies have been expended and for what purposes, and such other statistics, information and suggestions as may be of general interest. The report shall include a balance sheet as of the close of the fiscal year and a revenue and disbursement statement for the year ending on such closing date. The financial statements shall be prepared from and in accordance with the books of the library, and in conformity with generally accepted accounting principles applied on a consistent basis. This report shall be transmitted by the Board of Trustees to the proper official and governing body of the City of Cape Girardeau and a copy shall be transmitted at the same time to the Missouri State Library.

SECTION 2: INSPECTION OF LIBRARY RECORDS

Any person shall have the right, for any purpose and at any reasonable time, on written demand, to examine and make copies from the relevant books and records of accounts, minutes and records of the Board of Trustees. The cost of the copies shall be governed by the applicable version of the Sunshine Law of the State of Missouri.

SECTION 3: OPERATING BUDGET

At the regularly scheduled meeting of the Board of Trustees in May, the Director of the Library shall present to the Board of Trustees a proposed budget for the ensuing fiscal year, with projections for the two subsequent years. At the regularly scheduled meeting of the Board of Trustees in June, consideration of the budget shall be the first order of business, with the Budget and Personnel Committee’s report. The budget, as changed or amended by the Board of Trustees, shall be declared adopted by a majority vote of the Board of Trustees. The budget may be changed at any regular or special meeting of the Board of Trustees provided such change is not inconsistent with the statutes of the State of Missouri. (Amended 04/07/2022)

SECTION 4: CAPITAL IMPROVEMENT PLAN

The Building and Grounds Committee shall develop, and annually update, a capital improvement plan for the library’s physical plant, excluding the collection. This plan shall include a list of assets, including their useful life, remaining life, and cost to replace or repair. The plan shall also clearly indicate the amount of money that the library should have in a sinking fund so that future replacement costs of assets is budgeted for, and funds saved for, the specific purpose of maintaining or replacing the assets of the library. This updated plan shall be used by the Director and the Budget and Personnel Committee to recommend how capital improvement monies should be allocated in the upcoming three Operating Budgets. This recommendation should include monies for building a sufficient sinking fund, in addition to any immediate, un-forecasted expenses.
At the regularly scheduled meeting of the Board of Trustees in October, the Director of the Library shall present to the Board of Trustees a proposed capital improvement plan for the ensuing three fiscal years. At the regularly scheduled meeting of the Board of Trustees in November, consideration of the capital improvement plan shall be the first order of business, with the Budget and Personnel Committee’s report. The capital improvement plan, as changed
or amended by the Board of Trustees, shall be declared adopted by a majority vote of the Board of Trustees. The capital improvement plan may be changed at any regular or special meeting of the Board of Trustees provided such change is not inconsistent with the statutes of the State of Missouri.
All monies generated annually from the temporary property tax ($0.13) adopted by taxpayers in 2007 shall be first used to pay the obligations taken by the library for the financing of the library expansion. Any funds in excess of this obligation shall be reflected in a dedicated capital improvement sinking fund account. This account shall be separate from the library’s general operating account. This fund shall be maintained at a level that ensures the library has, or is on track to have, sufficient funds saved to satisfy the maintenance, repair, or replacement of the items on the capital improvement plan.
For financial reporting purposes, the Library capitalizes the cost of all capital assets that exceed $2,000. Depreciation on assets is provided on the straight-line method over the following estimated useful lives: Buildings: 20-50 years; Improvements: 20 years; Equipment and Fixtures: 5-10 years.
Adopted by the Board of Trustees April 7, 2022. Amended September 1, 2022.

SECTION 5: PROCUREMENT POLICY

The Director or the Director’s designee shall solicit bids on all purchases costing more than $5,000. Whenever feasible, at least three bids shall be solicited on each purchase subject to bidding.
In determining the best bid, consideration will be made in addition to price. These factors shall include, but not be limited to: the trade-in value of specific makes of equipment as opposed to another; the life expectancy of the items to be purchased; the maintenance and total ownership costs; the experience and reputation of the bidder and manufacturer, and any previous business dealings which the bidder has had with the Library; the Library taxing district of the bidder; and the quality and adaptability of the supplies, equipment, or contractual services which are bid to the particular use required.
The Director or the Director’s designee may reject any or all bids if he/she determines that acceptance of the bids would not be in the best interest of the Library.
Items exempted from competitive bidding include the following:

  1. Professional services as outlined in Section 182.630 RSMO
  2. Works of art
  3. Purchases made cooperatively with other units of government
  4. Purchases from federal, state, or other local governmental units
  5. Books, periodicals, microfilm, electronic resources, and audio-visual materials, and general other materials intended for the Library’s collection
  6. Only-source items
  7. Emergency purchases, with emergency situations defined as situations in which operation of the Library would be seriously hampered, or when protection and preservation of public properties would not be possible by using the usual purchasing procedures

The Director or the Director’s designee will make best efforts to secure Board approval for any non-budgeted purchase over $10,000.
Adopted by the Board of Trustees September 1, 2022.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the Cape Girardeau Public Library shall be the period selected by the Board of Trustees as the fiscal year of the Library.

ARTICLE IX: INDEMNIFICATION

The Cape Girardeau Public Library shall indemnify each trustee of the Board of Trustees against any and all liabilities incurred as trustees. The Board of Trustees shall purchase and maintain, at the expense of the Library, a good and sufficient policy of liability insurance for each of the trustees, individually, against any and all liabilities incurred as trustees.

ARTICLE X: AMENDMENTS

These Bylaws may be altered, amended or replaced and new Bylaws may be adopted by the Board of Trustees; provided, that any Bylaws or amendments thereto as adopted by the Board of Trustees may be altered, amended or repealed by a majority vote of the trustees, or a new bylaw in lieu thereof may be adopted by a majority voted of the trustees. Any change in these Bylaws shall be adopted only when a quorum is present and a majority of the trustees cast votes in favor thereof.

ARTICLE XI: LAW CONTROLS

It is the purpose and intention of the Board of Trustees that these Bylaws be consistent with all laws and statutes of the state of Missouri. In the event any provision of these Bylaws is determined by the Board of Trustees, at a later date, to be inconsistent with the laws and statutes of the State of Missouri, then the laws and statutes of the State of Missouri shall control and these Bylaws shall be deemed amended in accordance therewith and the inconsistent provision shall be deemed severed from these Bylaws. A determination that a particular provision is inconsistent with the laws and statutes of the State of Missouri shall in no way affect the validity of any other provision and it shall not invalidate the remainder of the provisions of these Bylaws.


ADOPTED by the Board of Trustees of the Cape Girardeau Public Library September 28th, 2000. Reviewed 06/06/2023.

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