Bylaws of the Charlotte Hobbs Memorial Library

Article I Name

Section 1.1. The name of the organization, which shall be a 501(c)3 nonprofit organization incorporated under Maine law, shall be "Charlotte Hobbs Memorial Library," hereinafter referred to as the CHML.

Section 1.2. The location and principal office of the CHML shall be in Lovell, Maine.

Article Il — Purpose

Section 2.1. The purpose of the organization shall be to maintain a library open to the greater Lovell community.

Section 2.2. The mission of the CHML is to welcome all to free place for our community to learn, connect, share, and have fun.

Section 2.3. The earnings or assets of the CHML shall be used only for purposes permitted to nonprofit organizations qualified for exemption under Section 501(c) of the Internal Revenue Code.

Article III — Voting Membership

Section 3.1. All adults (eighteen and older) who have held valid C HML cards for at least 60 days shall be considered members of the CHML. All such members shall be eligible to vote at the CHML's Annual Meeting or at any special meeting called by the Board of Trustees. Members shall also be eligible to serve on the Board on the Trustees.

Article IV — Board of Trustees

Section 4.1. In General

A. The Board of Trustees, hereinafter referred to as the Board, shall: (i) consist 7 to 12 Trustees, each of whom shall serve a term of three years, and (ii) the Director, who is a non-voting member. Board terms shall be staggered so that two to four Trustees are elected each year.

B. A slate of Trustees shall be proposed each year accordance with the provision of Article VII and brought to the Annual Meeting approval and in a process to allow for nominations from the floor for any open spots.

C. Board members shall be voting members of CHML in good standing, and shall make annual financial contributions to the CHML during their term of service. All Board members shall be aware of potential conflicts of interest and do all they can to ensure they are not participating in a of interest. No Board may be permitted to financially benefit from actions of the Board or the CHML.

D. Should the Board of Trustees fall below three Trustees, see Article IV; Section B for reconstituting the Board and continuing as Public Benefit Corporation.

Section 4.2. No Trustee shall serve for more than two consecutive full three-year terms. Thereafter, at least 12 months must elapse before the Trustee is eligible to serve again. If a Trustee is appointed to fulfill a partial term of 18 months or more, the partial term shall count as a full term for the purpose of the term limitation; if a Trustee is appointed to fulfill a partial term of less than 18 months, the partial term shall not count for the purpose of the term limitation.

Section 4.3. The Board shall meet at least once a month and as often as is required, and shall be responsible for the general management of the CHML's business. Two-thirds of the serving members of the Board shall constitute a quorum and shall be authorized to conduct official business. Actions of the Board shall be final. An annual report of Board actions shall be made to CHML voting membership and our larger communities at the Annual Meeting provided under

Article III on Voting Membership.

Section 4.4. Trustees will be expected to make every effort to attend all meetings of the Board, either in person or by electronic/virtual means. Absence from three consecutive meetings, without notifying the President, will be deemed a resignation from the Board. In accordance with being a 501(c), meetings of the Board are open to the public, except for necessary Executive Sessions. The Board may make necessary votes by email or other electronic means between meetings for business that cannot wait until the next meeting. Electronic/virtual votes shall be recorded on the date finalized and added to the regular minutes.

Section 4.5. Annually, the Board will elect officers from the membership of the Board. The officers will be elected for one-year terms by the Annual Meeting.

Section 4.6. The Executive Committee shall serve as a committee to hear any grievances against specific Board members or the Board as a whole. If the grievance is against the Board as a whole, then the Executive Committee shall call a meeting of the library membership to select an individual or individuals, as appropriate, to convene the grievance process. If the grievance is against a member of the Executive Committee, then an additional Board member may be requested to take that Executive Committee member’s place.

Section 4.7. Any single member or the entire Board can be recalled by an extraordinary meeting called by the CHML voting membership (as designated in Article VII). To call such an extraordinary meeting, 35% of the voting membership must agree to call the extraordinary meeting and must have exhausted efforts at addressing Board member behavior provided in

Article IV, Section 4.6.

Section 4.8. Should the Board as a whole resign or be forcibly removed by extraordinary meeting, the membership at the meeting shall elect a temporary nominating council that will work to create a new Board within 30 days. The Treasurer, Vice President and the President (maintaining the continuity of three members) shall serve at the pleasure of the nominating council only to keep the organizational operational and under the direction of the temporary council to allow for a smooth transition. Should dissolution of CHML be desirable, Article IX shall be pursued.

Article V — Duties of the Board of Trustees

Section 5.1. Legal responsibility for the operation of the CHML is vested in the Board. Subject to state and federal law, the Board has the power and duty to determine rules and regulations governing library operations and services.

Section 5.2. The Board shall select, appoint, and supervise a library director, and determine the duties of the library director and compensation of all library employees.

Section 5.3. The Board shall recommend a budget at the Annual Meeting, which shall be considered by the voting membership. The Board and membership of the library shall ensure that adequate funds are provided to finance the approved budget.

Section 5.4. The Board shall have responsibility for the expenditure of all monies collected, donated, or appropriated for the library and shall audit and approve all CHML expenditures, including that of the Friends of the Library. The Board shall comply with all federal and state requirements for public benefit corporations that receive at least 25% of their funding from the government.

Section 5.5. The Board shall oversee the maintenance of the buildings and grounds, and regularly review various physical and building needs to see that they meet the requirements of the total CHML program.

Section 5.6. The Board shall comply with all the CHML policies. Active policies, as well as active bylaws, shall be posted to the CHML website to provide all members and community members access to the CHML policies and bylaws

Article VI — Officers

Section 6.1. The Officers of the organization shall be President, Vice President, Secretary, and Treasurer. Officers shall serve a term of one year from the meeting at which they are elected, or until their successors are duty elected.

Section 6.2. The President shall call and preside at all meetings, unless called under the grievance processes in which case the Vice President shall preside, and perform any other duties incident to that office. The President shall be the Chairperson of the Board.

Section 6.3. The Vice President shall perform the duties of the President in the President's absence. The Vice President shall also act as an ombudsperson to receive any Board member or community member grievance, unless the grievance is against the Vice President themselves.

Section 6.4. The Secretary shall record the minutes of each meeting and distribute the minutes within fourteen days to each Board member. The Secretary shall also keep a list of the officers and trustees and the terms they serve. A Secretary Pro Tem may be appointed by the Board in the Secretary’s absence.

Section 6.5. The Treasurer, subject to the direction of the Board, will be responsible for the control of the CHML funds, and will ensure accurate records of all transactions. The Treasurer will submit periodic (but not less than quarterly) and annual financial reports to the Board of Trustees. The Treasurer will prepare the annual budget in consultation with the Director. Only the Treasurer, President, and other Board-approved designees shall be authorized to write checks or enter into any agreements that financially obligate the CHML.

Article VII — Elections

Section 7.1. A Nominating Committee appointed by the Board shall elect a slate of nominees for trustee positions and officers and present the slate for a vote by the CHML's voting membership at the Annual Meeting . Each voting member shall be entitled to one vote. Absentee ballots may be utilized, with absentee ballots returned to the President or Vice-President of the Board at least 24 hours before the Annual Meeting.

Section 7.2. Any vacancy on the Board shall be filled for the duration of that term by a vote of the Board, except as provided in Article IV, sections 4.7 and 4.8.

Article VIII — Annual Meeting.

Section 8.1. The Annual Meeting of the CHML shall take place between the last regular meeting of the Board at the end of each fiscal year and the end of the fiscal year. Warrant for the meeting shall be published to the membership at least two weeks before the meeting. The agenda and reports shall be available to the membership at least one week before the Annual Meeting.

Section 8.2. Fifteen voting members of the CHML shall constitute a quorum, and voting Trustees may be counted toward that quorum.

Article IX — Dissolution of CHML

Section 9.1. In the event of dissolution of the CHML, all of its assets shall be turned over to the Town of Lovell for the purpose of continuing a library open to the public to be administered by a board or committee appointed by the town. If the town fails to accept such a transfer at the next town meeting, the CHML’s Board of Trustees shall transfer the CHML’s assets to such organization or entity that they consider most likely to ensure continued use of said assets as a library available to the greater Lovell community. Should the Board of Trustees fail to make such a determination and transfer, on petition of any Board of Trustees member, such determination and transfer shall be made by a court of competent jurisdiction.

ARTICLE X – Review and Amendment of Bylaws

Section 10.1. These bylaws may be amended by a majority vote of the library’s voting membership present at the Annual Meeting or any regular meeting the Board of Trustees. One month’s notice shall be given prior to a vote on any proposed amendment. Such notice shall contain the text of the proposed amendment.

Section 10.2. These bylaws shall be reviewed by the Board at least once every three years.

Adopted at the CHML Meeting on April 19, 2023