CONSTITUTION AND BY LAWS ADAMS COUNTY LIBRARY SYSTEM

ARTICLE I NAME The name of this organization shall be the Adams County Library System, referred to hereinafter as System. ARTICLE II PURPOSE The purpose is the operation and maintenance of a free, public, non political and nonsectarian library system in and for Adams County, Pennsylvania, in order to disseminate information and ideas necessary to the present welfare and future advancement of Adams County, to strengthen and extend knowledge and appreciation of the cultural values of life, and to provide the perpetual means of self-education and recreational reading to every man, woman and child. ARTICLE III GENERAL MEMBERSHIP OF THE SYSTEM A. B. All citizens of Adams County 18 years of age or over shall be members. The Annual Meeting of the membership shall be held no later than April 30. Business shall include the election of one or more Trustees and the presentation of annual reports, both operational and financial. Special meetings may be held at the discretion of the President, and must be held at the written request of a majority of the Board of Trustees or on the written petition of at least twenty-five members. Notice of every meeting of the membership shall appear at least two weeks prior to such meeting in a daily newspaper published in Adams County and having county-wide circulation. For special meetings the notice must contain the purpose of the call; no business other than that set forth in the call may be transacted. A quorum shall consist of twenty-five members. The Annual Meeting agenda will be prepared by the Board of Trustees and made available to the membership at the Central Library no later than two weeks prior to the Annual Meeting.

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Any member wishing to add an item to the agenda or to address the membership at the Annual Meeting must notify the Board of Trustees in writing at least seven (7) days prior to the date of the Annual Meeting. Presentations to the membership at the Annual Meeting made in accordance with this Section shall be limited to five (5) minutes.

ARTICLE IV BOARD OF TRUSTEES A. A board of at least nine Trustees, one of whom will represent East Berlin Community Library, but not more than a number which is in accordance with all applicable state and federal library laws and regulations, and hereinafter referred to as the Board, shall be responsible for the operating and business of the System. Board members shall be elected by the membership and appointed by the Adams County Commissioners from the membership. The term of office for members of the Board shall be three years. In the event more Trustees are required to achieve a full Board complement, one or more members shall be nominated by the Board for election to the Board by the membership at the Annual Meeting. A Member of the Board who has served two consecutive three-year terms shall be ineligible for Board membership during the twelve months immediately following such service. The Adams County Commissioners will appoint one of their members to serve with the Trustees, without vote, and act as liaison with the County Board of Commissioners. B. A vacancy among the elected members caused by resignation, death, inability to perform the duties of a Trustee, or as provided in the subparagraph immediately below, shall be filled by the Board as soon as practicable after such vacancy has been declared by the Board. A Trustee appointed to the Board to fill a vacancy shall serve for the remainder of the un-expired term and thereafter will be eligible for election to two successive terms. 1. After two consecutive absences from meetings of the Board without notice of absence or reasonable cause, a members position on the Board may be declared vacant.

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C.

Meetings shall be of two types, regular and special.

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Regular Meetings of the Board shall be monthly, at a time and place determined by the Board. Special meetings may be called by the President at any time and must be called on the written request of a majority of the Board. a. The call of a special meeting shall contain the purpose of the meeting and it shall be by letter to be mailed at least seven (7) days prior to the meeting. No business other than that designated in the call may be transacted at a special meeting.

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A number of Trustees which is greater than one half (1/2) of the number of Trustees shall constitute a quorum (i.e. 5 of 9)

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The Officers of the Board shall be a President, a Vice President, a Secretary, and a Treasurer. 1. The officers shall be elected for a one, two or three-year term by and from the Board within ten (10) days of the annual meeting. The chair of the committee which nominated the officers will designate a time and place for an election meeting and will serve as the presiding officer. a. A vacancy in an office shall be filled by the Board as soon as it occurs.

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The treasurer and all authorized check signers shall be bonded in such amount as may be determined by the Board, the cost of the bond to be borne by the System. The duties of each officer shall be those usually associated with the office being filled; they are more specifically indicated in the Board Manual to which reference is made in F of the Article.

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E.

Duties and responsibilities of the Board. 1. The Board shall be responsible for the operation and business of the System. Authority to borrow money, to purchase or lease real estate and/or personal property, and to sell or otherwise dispose of any real estate and/or personal property of the System is expressly vested in the Board. In matters involving the Endowment Fund, the Board shall act as agent of the System. The Board may designate endowment funds to be invested and managed by the Executive/Finance Committee in accordance with Article VI, Section A of the Board Manual. The Board shall appoint all employees, including the Director, fix all salaries, and establish the terms of employment. Authority to contract with other libraries in the County in setting their respective responsibilities and services, or to establish branches for the development of the System is vested solely in the Board.

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In carrying out its duties and responsibilities as provided in this document, the Board shall maintain three guides, one to be known as the Board Manual in which shall be set forth the policies, procedures and duties of the Board and its officers and committees, one to be known as the Personnel Manual which shall contain policies and practices relating to the personnel of the System, and one to be known as the Operations Policy Manual. 1. The Board Manual, Personnel Manual and the Operations Policy Manual shall be reviewed each year to bring their provisions up to date with current practices. An amendment to the Board Manual, Personnel Manual or the Operations Policy Manual may be voted on only after it has been held over to a meeting subsequent to the meeting at which it was proposed.

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G.

A Board member of the Adams County Library System shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless: 1. The Board Member has breached or failed to perform the duties of the office ass required under Section 8363 of the Pennsylvania Directors Liability Act relating to standard of care and justifiable reliance by a board member; and The breach or failure to perform constitutes self dealing, willful misconduct or recklessness. Liability insurance in an amount determined by the Executive Committee will be procured for and applied to the Director and the officers of the Board.

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ARTICLE V ASSOCIATE TRUSTEES A. One or more non-voting Associate Trustees shall participate with and assist the Board of Trustees in committee work, management functions and the general operation and business of the System. 1. Selection of Associate Trustees shall be made to provide balance of Board representation among the boroughs and townships of Adams County, and shall reflect an emphasis on personal skills, experience and interest in library services in Adams County. Associate Trustees shall be appointed by the Board of Trustees for a one-year term. Associate Trustees shall conduct themselves in accordance with guidelines established by the Board.

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ARTICLE VI THE DIRECTOR A. The Director, who shall serve for such a period as the Board determines in its sole discretion and at its direction, and who will otherwise be an at-will employee of the Board, shall be the executive officer of the Board, carrying out such policies as the Board may establish.

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B.

The Director shall be held responsible to the Board for the proper management of the System, for the supervision of its staff in accordance with the provisions of the Boards Personnel Manual and Operations Policy Manual, for the preservation and care of its property, for the identification of and application to possible funding sources for the System, for the discipline and efficiency of service, and for the operation of the System under the financial conditions set forth in the budget. The Director shall attend all Board meetings and at regular meetings shall provide a report of matters of current concern to the Board. The Director shall be an ex officio member of all Board standing committees. The Director additionally shall prepare and regularly revise and update the Operations Policy Manual and assist in the preparation of the annual budget and revisions to the personnel budget. The Director shall sign checks as authorized by the Board President.

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ARTICLE VII GENERAL PROVISIONS A. The rules contained in the latest edition of Roberts Rules of Order shall govern the System and the Board in all cases to which they are applicable, provided they are not inconsistent with the provisions of this document. In this document officers of the Board are officers of the System. The fiscal year for the System shall be the calendar year. Reasonable fees and costs may be charged in connection with services or products made available by the System to System patrons.

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ARTICLE VIII AMENDMENTS This document may be amended in part or in whole by a tow-thirds majority vote taken at any regular or special meeting of the membership provided that: A. The proposed amendment shall have been first approved by the Board for recommendation to the membership or shall have been signed by at least fifty members.

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B.

A notice of Intent to Amend shall have: 1. Been advertised once in a daily newspaper published in Adams County and having county-wide circulation. Appeared at least ten days prior to the meeting at which action is to be taken. Contained the date, time and place of the meeting and a brief description of the amendment.

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