Handbook for Library Trustees of New York

All library board meetings fall under the provisions of the Open Meetings Law which is discussed in detail below.

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. In order for all trustees to be properly prepared for the meeting, a packet should be mailed or e-mailed to them no less than one week before the meeting date. The packet should include the meeting agenda, 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.

Regular attendance at board meetings is essential. The Board President 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 can be 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 in regularly attending meetings may wish to seek other opportunities to help the library rather than serving on the board.

The most effective boards concentrate their time and energy on a few issues that will have a major impact on the library's future. 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.

Richard Chait of the Harvard Graduate School of Education, an authority on nonprofit boards, has stated the key concepts this way:

• Focus the board's attention only on issues that really matter;
• Use the board's time and structure to pursue those issues;
• Be certain that the board has the information it needs at the right time;
• Ensure that the board works as an effective corporate unit.

Board meetings generally should be completed within two hours. If meetings consistently last longer, issues can be referred to committees or the director for further study or tabled for action at subsequent board meetings. Establish an ending time for the meeting and stick to it.  Managing an effective meeting is the duty of the Board President. Beginning on time and keeping the discussion focused on the topic at hand are key to quality meetings. 

Education Law §226(1) states that a “majority of the whole number [of trustees, regardless of vacancies] shall be a quorum.”  Board members must be present to vote. Teleconferencing does not meet the requirements of the Open Meetings Law. (Videoconferencing is permitted, but the videoconferencing sites must be open to the public and cited in the notice of the meeting.)  Proxies do not meet the requirements of the law.  This applies to all public and association libraries.

It is important to note that, 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 should note that the State Education Department has determined, though not technically “public,” association libraries are also required to follow such a procedure when establishing the number of votes necessary to approve a motion.  This should be reflected in the by-laws.

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 by-law 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.

All public libraries in New York, including association libraries, are subject to the 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. 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. 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. Educational sessions in which the board does not conduct business are exempt from Open Meetings Law.

For “public” library boards (municipal, school district and special legislative district libraries) the requirements of the 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 these provisions since they are not considered “public bodies” under the law. (Public Officers Law, Article 7; Education Law §260-a)

Under Open Meetings Law, when a document “is scheduled to be the subject of discussion by a public body during an open meeting,” the legislation requires the public body, with reasonable limitations, to make the document available to the public prior to the meeting. Optimally, the document will be made available online. If that cannot be done, the document can be made available in paper form in response to a request.  You must provide copies of documents under discussion to the public attending your Board meetings.

Executive sessions, meetings from which the public and the news media may be excluded, must be convened during an open meeting 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 state the general nature of the session for its minutes.

The board may invite advisors into an executive session with them, such as the library director, system consultant or the library's lawyer. The library director should almost always be invited in to 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 executive session except the appropriation of public monies.  However, such actions must be detailed in minutes of the executive session (see below).
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.

Boards often use executive sessions to discuss matters with which they feel uncomfortable in a public setting yet are not defined within the law. This is not only inappropriate, it 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 e-mail. 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 e-mail 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, should be kept in a secure but accessible place and available to the public upon request. Posting them on the Library’s website is a preferred practice. 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."

The minutes must reflect how each Board member voted on such actions (Public Officers Law § 87(3)(a)). 

Although it is not required, most minutes also include a summary of discussions relating to the issues covered. Minutes must be on hand for public inspection within two weeks of the meeting, even if they have yet to be approved.

Minutes of executive sessions are required only if the board took 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 "a record or summary of the final determination" or action the board took in the session. 

These minutes must also be available for public inspection within two weeks.  Approved minutes should be kept on file in perpetuity. 

A consistent and 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. In order to avoid surprise issues, the agenda should be developed by the director, reviewed with the Board President and sent out to the Board well ahead of time with all pertinent materials. Some Boards specify the basic outline of the meeting agenda in their bylaws. Changes to the agenda may be adopted at the beginning of the meeting. Below is a typical agenda that may serve as a template.

Sample Agenda

• Call to order and roll call of members
• Pledge of Allegiance
• Adoption of agenda
• Approval of prior meeting minutes
• Period for public expression
• Correspondence
• Personnel Actions Report
• Treasurer/Finance Officer’s Report
  • Report of receipts and disbursements
  • Warrants
  • Presentation of projected cash flow
• Director’s and Department Heads’ reports
• Committee reports
• Old Business
• New Business
• Period for public expression
• Dates of future board meetings
• Other Business
  • Executive Session re: Director’s Annual Performance Evaluation
• Adjournment

"To act for someone else's benefit with special responsibilities for the administration, investment of assets that belong to someone else." -- NYS Not-for-Profit Corporation Law

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 (discussed below) and third-party oversight of financial operations through a routine pattern of reviews and audits by a Certified Public Accountant (CPA).  

All expenses must be approved by the Board at a legally held meeting (Education Law § 259 (1)(a)).  (Please note that some recurring expenses, such as salaries and utility bills, may be approved for payment prior to a Board meeting but must be formally approved at the next meeting.) The Board should receive, review and understand up-to-date reports on the financial status of the organization in relation to the adopted budget. This is not to imply that the Board should micromanage every expense.  It is their responsibility to assure 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 the Budget and Finance chapter for more information.)

According to Education Law § 226(7), all personnel actions must be approved by the Board of Trustees at a legal 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 upon the recommendation of the director. (See the Personnel chapter for more information.)

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

The 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;
• Relevant statistics 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. The Open Meetings Law makes no provision for public participation, though it is wise to set aside a period for “public expression” 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. Best practice suggests two opportunities for the public to speak so that a person is not forced to sit through the entire meeting to comment.

• Chait, Richard P., William P. Ryan and Barbara E. Taylor.  Governance as Leadership: Reframing the Work of Nonprofit Boards,  Hoboken, N.J.: John Wiley & Sons, 2005
• Local Management Government Guide (Office of the State Comptroller)
• Open Meetings Law Advisory Opinions (Committee on Open Government, NYS Department of State)
• Webinar: What Every Trustee Should Know
• Webinar: Open Meeting Law 

• Audit/Review Schedule
• Board Meeting Procedures (including Public Expression Procedure)
• Claims Audit Process
• Library Board Bylaws