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Bylaws 11-06-17 Minutes

BY-LAWS COMMITTEE MINUTES

Monday, November 6, 2017

Upper Saddle River Public Library

 

Present:  Cindy Czesak, Eric Lozauskas, Gerry McMahon, Kurt Hadeler, Len LoPinto, Kathleen McGrail, Judah Hamer, John J. Trause

Absent:  Riti Grover

Call for volunteer to take the minutes:  John J. Trause

 

1.  Welcome:  Chair McMahon called the meeting to order at 10:07 a.m. and welcomed new BCCLS Interim Executive Director Cindy Czesak.

2.  Approval of minutes:   Motion to accept the minutes of the September 12, 2017 meeting. (Hamer, McGrail)

3.  Old Business:

  1. Chair McMahon asked that the updates to the By-Laws be published in the Knowledge Base, since they have not been posted since September 2017.
  2. Len LoPinto asked for clarification of the nature of the Personnel Committee defined in By-Laws under Section V - Committees, which President Hadeler explained was a Standing Committee of the BCCLS Executive Board.

4.  New Business:

  1. Article II, Governance, Section 2 (a) Election and Term - amendment of the voting process in uncontested elections to dispense with the formality of balloting as outlined in Robert's Rules.                                                                                                                            Chair McMahon presented two options for consideration.  After discussion it was decided to conduct an electronic election even in the case of an uncontested run for office.

  2. Article I, new Section 4.1, Obligations of Membership (ii) - Revisiting wording of "designee."                                                                 After discussion and various proposed solutions, the language of this section was proposed to read:                                                            "The library director or his/her representative from each member library (another employee or a Trustee of that library) must attend the System Council meetings and may have an excused absence with notification to the Executive Board President for no more than one (1) meeting per year.  In the event that the director or representative is unable to attend, a proxy  ( an alternate BCCLS Director) is acceptable with twenty-four (24) hours written notice to the BCCLS Office.  A voting proxy does not constitute representation."    

  3. Article IV - The BCCLS Computer Consortium - update on tax issues:                                                                                              President Hadeler contacted Beattie-Padovano, BCCLS counsel, and was referred to the firm's tax specialist, Ira Kaltman, regarding the issue of folding the Computer Consortium into BCCLS.  Mr. Kaltman said we could use a form of unanimous consent sent electronically (by email) to all BCCLS library directors approving this process, which would then be accepted by the Executive Board and ratified at the next meeting of System Council.  The committee was informed that this process could be initiated before the end of the year.      

  4. Review of all updates approved/added in 2017 and citations in the KB:                                                                                                 This work was tabled, but President Hadeler asked that the minutes of all BCCLS working committees and task forces be posted as drafts within the Knowledge Base as soon as possible following meetings.                                                                                                      

5.  Any other New Business:

  1. A question was raised regarding non-members speaking during meetings.  The committee reviewed parliamentary procedure for conducting meetings and agreed that comments from non-directors would be limited to the public portion of the meeting unless it is a response to a question raised by a member director to the Chair and Executive Director which requires additional input from a BCCLS staff member.  President Hadeler will advise System Council members that we will endeavor to adhere more closely to Robert's Rules when conducting a meeting.

  2. Interim Executive Director Czesak presented a request to amend the time frame for sending out System Council meeting packets as outlined in Article VIII, Section 1 - Meetings.  After discussion and various suggested solutions, the language of this section was proposed to read:                                                                                                                                                                                             "The agenda and all proposed policy changes requiring a vote shall be sent to the members at least five (5) business days prior to any System Council meeting."      

6.  Adjournment:  The meeting was adjourned at 11:35 a.m.

                                                                                                                                                                                                                                 Date/place of next meeting:  Thursday, January 11, 2018 - Franklin Lakes Public Library @ 10:00 a.m.                                                                                                                                                                                                                                                              

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