Handbook for Library Trustees of New York State (2023 Edition)

All library board meetings fall under the provisions of Open Meetings Law. 

Library board meetings are conducted under the rules set forth in the library’s bylaws, which must comply with the library’s Charter, state and federal law and regulation. For all trustees to be properly prepared for the meeting, a packet should be emailed to them or posted online no less than one week before the meeting date. The packet should include the meeting agenda, draft minutes of the previous meeting, financial reports, the Library Director's report, the schedule of bills to be paid, proposed personnel actions and committee reports. Background information on the issues before the Board should be distributed, as well as any other documents that pertain to the business of the meeting. All trustees are expected to come prepared to participate fully in meeting discussions and actions and to be familiar with the activities of the committees to which they are assigned. Using the talents and skills of every board member creates a more cooperative, congenial and productive board.

Please note: under Open Meetings Law, any document scheduled for discussion at a board meeting must be posted on the library’s website at least 24 hours in advance of a board meeting.   

Regular attendance at board meetings is essential. The Board President and/or the Library Director, which should be specified in the bylaws, should be notified in advance if attendance is not possible. A trustee who misses meetings frequently may not completely understand the issues at hand and valuable meeting time lost bringing that trustee back up to speed. An uninformed trustee also cannot make the best possible decision when it comes time to vote. Education Law §226(4) declares that "If any trustee shall fail to attend three consecutive meetings without excuse accepted as satisfactory by the trustees, he shall be deemed to have resigned…" It is a good idea to define in the bylaws what constitutes a satisfactory excuse for absence.  

Far too often, Boards tolerate frequent absences by a Board member to the detriment of the Board and the library. A successful library Board needs every trustee at every meeting. A trustee who has difficulty regularly attending meetings may wish to seek other opportunities to help the library rather than serving on the Board. 

Once you have read the Board packet, it is acceptable to reach out to the Board President, Library Director, Treasurer, or chair of a committee to ask a reasonable, clarifying question about something that will be discussed at the meeting. However, be careful not to have deliberative conversations via email or phone that may result in decisions being made outside of the open meeting setting. 

Effective Board meetings focus on important and timely issues and limit extraneous digressions and discussion. The most effective boards concentrate their time and energy on a few issues that will have a major impact on the library's future. These issues should be tied to priorities from the long-range or strategic plan or time-sensitive issues identified by the director or a committee as a priority. 

It is essential to provide supporting information critical to planned discussion topics and to build opportunities for all viewpoints to be heard at the meeting. Activities that can be completed by individual trustees outside the meeting, such as reading the minutes, should not take up valuable time at a board meeting.

It is the Board President’s duty to ensure that the Board works as an effective corporate unit by managing the meeting professionally. Board meetings generally should be completed within two hours. If meetings consistently last longer, issues can be referred to committees, to the Library Director for further study, or tabled for action at subsequent board meetings. Establish an ending time for the meeting and stick to it. Beginning on time and keeping the discussion focused on the agenda topics are key to effective meetings.  

Education Law §226(1) states that a “majority of the whole number [of trustees, regardless of vacancies] shall be a quorum.”  A quorum is necessary to convene a meeting and to take action as a board. Voting by email does not meet the requirements of Open Meetings Law and therefore no votes taken via email are legal. Attendance and voting by phone also do not meet the requirements of Open Meetings Law. Attendance and voting through online meeting software, referred to as “videoconferencing” in the law, requires careful adherence to the particulars of Open Meetings Law. There are two types of attendance via videoconference by individual trustees described by Open Meetings Law:

1. Participation at a physical location that is open to in-person attendance by the public: In this instance, the location must be part of the public notice of the meeting issued to the news media and through the library’s website. Any member of the public may choose to attend the meeting from that location. In this case, the individual trustee’s participation may count towards quorum.  
2. Participation at a physical location that is not open to the public: In this instance, a board would need to have previously passed a policy, after a public hearing, that allows for an individual trustee to attend a meeting via videoconference when “extraordinary circumstances” occurred. “Extraordinary circumstances” are defined in a non-exhaustive list by the Committee on Open Government which should be cited in the library’s policy. In this circumstance, if there is a quorum at a physical location open to the public, the Board may proceed, a trustee participating via videoconference in a location that is not open to in-person physical attendance by the public may not be counted toward a quorum (but may participate and vote if there is a quorum of members at a physical location open to the public.)

Boards are not required to allow remote participation. It should also be noted that the current provisions to allow limited videoconferencing may expire shortly. Trustees should stay up to date with notices from the Committee on Open Government. 

If your board does allow for video conferencing via the process described above, please note that trustees must have their webcam turned on during meetings.

Proxy voting does not meet the requirements of the law.  

All of the above applies to all public and association libraries, as well as library systems.

Under New York State General Construction Law §41, no action can be approved by the Board of a public library without a “majority of the whole.” For example, should your Board be chartered to consist of seven members, an affirmative vote of four is always required for a motion to pass, regardless of the number of trustees in attendance. Tie votes defeat the motion.  

Association library boards, though not technically “public,” are strongly encouraged to follow the same procedure when establishing the number of votes necessary to approve a motion. This procedure is a hallmark of a transparent and accountable board, and this should be reflected in the library’s bylaws.

If your Charter allows for a range in the number of required trustee seats, the exact number of trustees should be stated in your bylaws and should only be changed in accordance with the bylaw amendment procedures, while still respecting the range specified in the Charter. This will then serve as the number the Board uses to calculate a quorum and a majority. It is recommended that your Charter and bylaws state an uneven number of trustees to avoid tie situations. In the event of a tied vote, the motion fails as it did not receive a majority vote.

Open Meetings Law requires that any document that will be the subject of discussion at a board meeting be made available via the library’s website at least twenty-four hours before the meeting at which it will be discussed. The law also requires that a draft of the minutes of the board meeting be posted within two weeks of the meeting and a draft of minutes from an executive session be posted within one week from the date of the executive session. 

All public and association libraries in New York are subject to Open Meetings Law (see Education Law §260-a; and Public Officers Law, Article 7). This law requires that board meetings must be properly posted and advertised and open to the public. Notice of all board meetings must be sent to the news media, noted on the library’s website and posted in a public place such as the library bulletin board. In addition, working sessions of the Board (even if they are not formal meetings) must be advertised and open if a quorum of the Board is expected to attend. Educational sessions in which the board does not conduct business are exempt from Open Meetings Law.

For “public” library boards (municipal, school district public and special/consolidated legislative district libraries), the requirements of Open Meetings Law also apply to all committees and sub-committees of the Board.  In the opinion of the Committee on Open Government, if two or more trustees are members of such committees; even if they number less than a quorum of the entire board, Open Meetings Law applies. Note that board committees of association libraries outside of New York City are not subject to the committee provisions since they are not considered “public bodies” under the law. (Public Officers Law, Article 7; Education Law §260-a) 

Executive sessions are a portion of the open meeting from which the public and the news media may be excluded. They may only be convened for a limited number of specific purposes. Those which usually apply to libraries are:

• Discussions regarding proposed, pending or current litigation;
• Collective bargaining negotiations pursuant to Article 14 of the Civil Service Law (the Taylor Law);
• The medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation;
• The proposed acquisition, sale or lease of real property or the proposed acquisition of securities, or sale or exchange of securities held by such public body, but only when publicity would substantially affect the value thereof.

An executive session is convened only as part of a public board meeting, not as a separate meeting. The Board must vote to enter executive session and specifically state the topic of conversation for the session for its minutes. 

The board may invite advisors into an executive session with them, such as the Library Director, public library system consultant or the library's lawyer. The Library Director should almost always be invited into an executive session unless the Board is discussing a personnel matter related to that person. 

The Board is permitted to take formal action and vote on any matter in the executive session except for the appropriation of public monies. However, such actions must be detailed in minutes of the executive session.

It is usually advisable to adjourn from the executive session and return to the regular meeting to vote on any formal action or approve specific resolutions.

Using executive sessions to discuss matters not defined within the law, even if the topic is “uncomfortable” to discuss publicly, is illegal.

Insofar as Board communication between meetings, the Committee on Open Government opines: “there is nothing in the Open Meetings Law that would preclude members of a public body from conferring individually, by telephone, via mail or email. However, a series of communications between individual members or telephone calls among the members which results in a collective decision, a meeting or vote held by means of a telephone conference, by mail or email would in (our) opinion be inconsistent with law.” 

Minutes of all board meetings are required by the Open Meetings Law. They, along with financial statements and other official records outlined in the library’s record retention policy, should be kept in a secure but accessible place and available to the public upon request. Posting the minutes on the library’s website is required by law. 

Minutes of a regular session of the Board must consist of "a record or summary of all motions, proposals, resolutions, and any other matter formally voted upon and the vote thereon." If a vote was not unanimous, the minutes must reflect how each Board member voted on an action. (Public Officers Law §87 [3] [a])  

Although it is not required, most minutes also include a summary of discussions relating to the issues covered. However, they should not be a transcript of the discussions. Draft minutes must be uploaded to the library’s website within two weeks of the meeting, unless the Board has held a special meeting within that time frame where the minutes were approved, then the approved minutes would be posted. Either way, minutes of meeting must be posted online within two weeks. 

Minutes of executive sessions are required only if the Board takes formal action in the executive session. If no vote or other action is taken, no minutes are required. Otherwise, the minutes of an executive session must provide only "a record or summary of the final determination" or action the Board took in the session.  

Draft minutes of an executive session must also be available on the library’s website but within one week of the meeting. Approved minutes must be kept on file in perpetuity.  (Further information on Open Meetings Law and the Opinions of the Committee on Open Government.) 

A consistent, business-like agenda is essential for the efficient conduct of library business. The agenda serves as the blueprint for the meeting and should be followed closely. To avoid surprise issues, the agenda should be developed by the Library Director, reviewed with the Board President and sent out to the Board no less than one week before the meeting with all pertinent materials. Some Boards specify the basic outline of the meeting agenda in their bylaws. If that is the case at your library, this outline must be followed. Changes to the agenda may be adopted at the beginning of the meeting by a vote of the Board. When a discussion deviates from the adopted agenda it is the Board President’s duty to bring the Board back on topic or table such discussion until the next meeting in a timely manner. It should be a rare occurrence, with clear justification, that the Board discusses items not on the agenda at a board meeting.  

Below is a typical agenda that may serve as a template.

Sample Agenda

1. Call to order and roll call of members
2. Adoption of agenda
3. Approval of prior meeting minutes
4. Correspondence 
5. Personnel Actions Report
6. Treasurer/Finance Officer’s Report
   1. Report of receipts and disbursements
   2. Warrants
   3. Presentation of projected cash flow
7. Library Director and Department Head Reports
8. Board Committee Reports
9. Report from Board Liaison to the Friends Group 
10. Old Business
11. New Business
12. Period for Public Comment
13. Other Business
    1. (example: Executive Session re: Library Director’s Annual Performance Evaluation)
14. Dates of future board meetings
15. Adjournment

"To act for someone else's benefit with special responsibilities for the administration, investment of assets that belong to someone else."

-Not-for-Profit Corporation Law, New York State

Among the responsibilities given to trustees is the oversight of the library’s finances. A Board’s role is to put controls in place. These include a board-approved budget, internal financial controls and third-party oversight of financial operations through a routine pattern of reviews and audits by an independent Certified Public Accountant (CPA). 

All expenses must be approved by the Board at an open meeting. (Education Law §259(1)(a)). (Please note that the Board may set a policy to pre-authorize the payment of some recurring expenses, such as salaries and utility bills. These recurring expenses must be formally ratified at the next meeting through the established warrant review process.) In addition to approval of the warrants, the Board should receive, review and understand up-to-date reports on the financial status of the organization in relation to the adopted budget such as a report on receipts and disbursements and the bank account reconciliations. This is not to imply that the Board should micromanage every expense. It is their responsibility to ensure that proper checks and balances are in place so that the library can operate efficiently, yet with appropriate due diligence on the part of the Board. (See Budget and Finance Chapter)

According to Education Law §226 (7) all personnel appointments and salaries must be approved by the Board at an open meeting. This does not suggest that the Board selects staff other than the director. It does mean that the Board creates all positions, establishes salaries and formally appoints the staff on the recommendation of the director.  (See Personnel Chapter)

Effective board meetings include reports from the Library Director and other critical personnel, such as Department Heads or staff reports on new service initiatives.  

The Library Director’s Report typically includes:

• Significant changes in day-to-day operations, the facility, website or budget;
• Financial matters that may come up later for a board vote;
• Update on internal projects (i.e., weeding, technology upgrades, website redesign), particularly in relation to the library’s long-range and strategic plans;
• Updates on relevant partnerships (i.e., programs with the School District, Municipality, or other educational, cultural or community organizations); 
• Relevant statistics with context and comparisons;
• Summary of System and Directors’ Association meetings;
• System and State advocacy efforts on behalf of library funding;
• Information about upcoming programs, new services or an unexpected service that people may not know much about;
• Updates on progress related to goals within the board approved long-range plan.

Boards often focus on one department or service each month, with a report and/or presentation from selected staff. This keeps trustees up to date on all aspects of the library and allows for a meaningful and appropriate interchange between trustees and library staff. 

Board meetings are for the conduct of library business. They are not public hearings about library affairs. Open Meetings Law makes no provision for public participation; however, it is wise to set aside a period for “public comment” in the agenda. In the interest of time and effectively conducting the business of the Board, a policy regarding participation by the public in their meetings should be adopted. Individual public comment may be limited but such rules must be consistent. All members of the public attending a board meeting, regardless of residency, may speak. However, you may ask if a member of the public is a resident of the chartered service area of the library.

• Bylaws
• Audit/Review Schedule
• Claims Audit Process
• Meeting Procedures (including Public Comment Procedures)