By-Laws

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Article I. Name

  1. The name of the organization shall be Ulster County Library Association, Inc.
  2. Ulster County Library Association, Inc., hereinafter referred to as the Association, is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law. The corporation is a Type B corporation under section 201 of the Not-for-Profit Corporation Law. The office of the corporation shall be located in the County of Ulster, State of New York.
  3. The Secretary of State of the State of New York is designated as the agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him as agent of the corporation is: Ulster County Library Association, Inc. C/O Director at Kingston Library, 55 Franklin Street, Kingston, NY 12401

Article II. Purpose

  1. The purposes for which the corporation is formed shall be to provide services to all New York State Chartered public libraries located in Ulster County, and to encourage a high level of library service to the people of Ulster County.
  2. The services the Association provides shall include but not be limited to:
    1. Coordinating and securing funds for county libraries as a whole;
    2. Coordinating the dissemination of information to the public on library services and activities;
    3. Providing a forum to encourage free communications among Member Libraries;
    4. Defining and executing special projects for the benefit of Member Libraries, so as to stimulate the use of the libraries’ resources and services;
    5. Taking other actions incidental to or connected with or in advancement of the foregoing purposes.

Article III. Limitations

  1. This Association is organized and is to be operated exclusively for charitable and library purposes, including but not limited to receiving contributions and paying them over to an organization described in Section 501(c)(3) of the Internal Revenue Code.
  2. Nothing herein contained shall be deemed to authorize the Association to establish or maintain any institution or agency in the State of New York or have a purpose mentioned in Section 404(a) to (v) of the Not-for-Profit Corporation Law.
  3. No part of the net earnings or revenues of the Association shall inure to the benefit, pecuniary profit or financial gain of any of its members, officers, or any other individual.
  4. No substantial part of its activities shall be the carrying on of propaganda or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Internal Revenue Code. The Association shall not participate in or intervene in, including by publishing or distributing statements, any political campaign on behalf of or in opposition to any candidate for public office.
  5. The Association shall not carry on any other activity which is not permitted by an IRS 501(c)(3) tax exempt corporation.

Article IV. Dissolution

In the event of dissolution, after payment of necessary expenses and obligations, the remaining assets and property of the Association shall be distributed to such organizations as qualify under IRS Section 501(c)(3), subject to an order of a Justice of the Supreme Court of the State of New York. Notwithstanding an order of the Supreme Court such dissolution shall require a majority vote of the Member Libraries present at a special meeting, which shall require 30 days notice to all Member Libraries, called for the express purpose of considering dissolution.

Article V. Governance

  1. The Association shall be governed by an Executive Board, the number of which shall be stated in the Bylaws.
  2. Trustees, former trustees and librarians are eligible to be on the Executive Board. At least two thirds of the Executive Board shall be library directors or library managers.
  3. The Executive Board established pursuant to these Bylaws shall be comprised of four (4) Officers, a President and Vice President, Secretary and Treasurer elected as such for a term of three (3) years. Officers will be elected by members present at the January meeting.
  4. Executive Board Members shall assume office immediately following their election.
  5. The duties of Officers shall be as listed in the latest revised edition of Robert’s Rules of Order with the addition of these specialized duties:
    • The President shall prepare a legislative funding request annually for the County Executive and County Legislature with input from the Selection Committee.
    • This request shall be approved by the Association at a general meeting.
  6. On occasions where vacancies may occur on the Executive Board and the number of Officers falls below the number determined by the Association, vacancies may be filled by a majority vote of the member libraries. The term of such Officers chosen to fill vacancies shall expire at the next January Meeting.
  7. On occasions when the proportion of Executive Board Members whose terms would expire in even or odd years is not approximately equal, candidates may be nominated for a one (1) year term.
  8. On occasions when it may be determined by a majority of the current members of the Executive Board that it is in the interest of the Association to increase the number of Executive Board Members on the board, such additional Board Members may be elected by a majority vote of the member libraries. The term of such additional Board Members shall expire at the next January Meeting.
  9. No Officer shall serve more than two (2) consecutive three (3) year terms in the same office.
  10. Any Executive Board Member who fails to attend three consecutive meetings without being excused shall be considered to have resigned.
  11. Resignation – Any Executive Board Member may resign at any time by delivering written notice to the President or Secretary. The resignation shall take effect when such notice is so delivered, unless the notice specifies a later effective date, and acceptance of such resignation shall not be necessary to make it effective.

Article VI. Indemnification

Every current or former Executive Board Member, officer, employee, and agent of the Association shall be entitled to indemnification to the full extent provided by Section 722 of the Not-for-Profit Corporation of the State of New York, as amended, subject to the conditions and limitations set forth therein. The Association may purchase insurance for indemnification.

Article VII. Dues

  1. The Association shall from time to time establish a dues schedule by majority vote at any duly convened meeting of the Association. Notification of proposed dues schedule changes shall be provided to all Member Libraries at least thirty (30) days prior to the vote.
  2. The membership year and the fiscal year shall be from July 1 to June 30. A statement of dues shall be mailed by August 1 with payment due by September 30.

Article VIII. Membership

Member Libraries – All New York State Chartered public libraries located in Ulster County shall be eligible to be Member Libraries in the Association upon payment of the annual dues prescribed by the Association. A Member Library shall be considered to be in good standing when dues are paid for the current year.

Article IX. Representation

  1. Each member library shall designate a representative who will cast one vote representing the position of his/her library.
  2. Officers of the Association may not cast a vote unless they are the designated representative.

Article X. Meetings

  1. The annual organizational meeting will be held in January. Notice of this meeting shall be sent to all member libraries.
  2. A majority of the Officers may call for such other general meetings as they may consider necessary or desirable provided notice of such meetings is given to all member libraries.
  3. All trustees, former trustees, executive officers, librarians and interested members of the public may attend all meetings of the association.
  4. Remote Participation in Meetings – Any one or more Member Libraries may participate in any meeting of the Executive Board or any committee thereof by means of a conference telephone, videoconference, or similar communications equipment allowing all persons participating in the meeting to hear and speak to each other. Participation by such means shall constitute presence in person at the meeting for all purposes including quorum and voting. Member Libraries who choose to attend a meeting remotely agree to accept the technological limitations of this form of communication, even if it means that they may not be able to participate in a discussion or register a vote.
  5. A quorum for transacting business at annual and general meetings shall consist of representatives from at least nine (9) Member Libraries.
  6. When it may be deemed appropriate, a majority of the Officers may call for a meeting of the association.
  7. Meetings of the Executive Board may be conducted in person, or virtually, or by telephone, or conference call, or by email.
  8. Action without a meeting – Any action required or permitted to be taken by the Board or any committee of the Board may be taken without a meeting if all members of the Board or such committee consent to adoption of a resolution authorizing the action. Such consent shall be submitted in writing or via fax or email. If a member fails to respond to three attempts to reach them on a minimum of one attempt on three consecutive days, the member shall be marked as absent, which means their vote will not be required for a unanimous decision. The resolution and consents thereto shall be filed with the minutes of the proceeding of the Board or committee. The resolution and consents thereto shall be filed with the minutes of the proceeding of the Board or committee.

Article XI. Voting

Each Member Library in good standing shall be permitted one vote on matters of Association business. Unless specifically requested by a Member Library, the representative shall be the library director or manager.

Article XII. Notice

  1. Notice of the date, time and place of the January organizational meeting shall be distributed to all Member Libraries not less than 15 days prior to the date of the meeting.
  2. Notice of the date, time and place of other general meetings shall be distributed to all Member Libraries not less than 10 days prior to the date of the meeting.
  3. Notice of the date, time, and place of meetings of the Executive Board shall be distributed to all members of the Executive Board not less than 10 days prior to the date of the meeting.
  4. Notice of meetings shall be deemed served when sent via email to the email address of record for each Member Library, usually the library director or library manager or deposited for regular US mail.

Article XIII. Committees

  1. There are five standing committees: Selection & Acquisition, Publicity, Annual Dinner, Website, and Nominating. The president shall appoint other committees as may be necessary.
  2. Committees are responsible for issuing recommendations which can be approved by a majority of Member Libraries at a general meeting.
  3. Committee chairs are responsible for scheduling meetings. Two members of the committee may also call a meeting if needed.
  4. Committee appointments will be made at the organizational January general meeting. Selection committee members will have three year terms, which will be posted on the meeting reports.
  5. The president shall appoint a Nominating Committee at least sixty (60) days before the January Meeting at which Executive Board Members are to be elected. The Committee shall consist of at least three (3) individuals.
  6. The Selection and Acquisition Committee makes recommendations regarding purchases made using funds allocated to the organization by the Ulster County Legislature. It shall consist of no less than five and no more than (8) members.
  7. The Publicity Committee makes recommendations to promote county library resources to the public and to the legislature.
  8. The Annual Meeting Committee organizes the annual meeting. The committee works in conjunction with the Treasurer to collect payment for the annual dinner.
  9. The Website Committee ensures that the website is running properly and is current. This committee is also responsible for maintaining and backing up the Dropbox files. This includes verifying that minutes, database files, contract, and other Association business is current.

Article XIV. Rules of Order

The rules contained in Robert’s Rules of Order (Latest Revised Edition) shall govern the Association in cases to which they may be applicable and in which they are not inconsistent with the Association’s Bylaws.

Article XV. Amendment

  1. The Bylaws of the Association may be amended by a two thirds (2/3) vote of Member Libraries at any duly convened meeting at which a quorum is present, provided that notice of proposed amendment has been sent to all Member Libraries at least thirty (30) days prior to the meeting at which it is to be voted upon.
  2. Amendments may be proposed in writing by any Member Library. Proposals must first be discussed at an Annual Meeting or general meeting. Upon a majority approval of those present at such meeting, a proposed amendment shall be distributed to all Member Libraries at least thirty (30) days prior to a subsequent meeting at which its adoption shall be voted upon.

Adopted 9/21/09, Revised 9/17/24