A Rhode Island Non-Profit Corporation
Incorporated: October 30, 1931
Revised: 1993

Article I – Identification

Section 1.1. Name.

The name of the corporation is North Smithfield Public Library (the “Corporation”).
Section 1.2. Domestic Registered Office and Registered Agent.

The address of the registered Office of the Corporation in Rhode Island is 250 Eddie Dowling Highway, North Smithfield, Rhode Island 02896, and the name of the registered agent at this address is Roland O. Fournier. The Corporation may change its registered office or registered agent or both upon filing in the office of the Secretary of State of the State of Rhode Island a statement as prescribed by Section 7-1.1-12 of the Rhode Island Business Corporation Act.
Article II – Purpose
The purpose of the Corporation is to provide to the residents of North Smithfield the best possible library service and to meet their educational, cultural, and recreational needs.
Article III – Board of Trustees
Section 3.1. General Powers.

The business and affairs of the Corporation shall be managed by its board of trustees “Board”). The trustees shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, and which are not inconsistent with these bylaws and the laws of this State.
Section 3.2 Duties of Trustees.

Each trustee shall support and promote the cause of the North Smithfield Public Library within the community. Each trustee shall strive to attend each and every meeting of the Board, and shall serve on at least one standing committee as set forth herein or as later formed by the Board, or shall perform alternative service on behalf of the Corporation satisfactory to the Board.
Section 3.3. Number and Tenure of Trustees.

The Board shall consist of not less than nine nor more than fifteen persons. The term of office of each trustee shall be three consecutive years, shall commence on the first day of July in the year in which each such trustee is elected, and shall expire on the last day of June following such three consecutive year term. No person shall hereafter be elected as a lifetime member of the Board.
Section 3.4. Regular Meetings.

A regular meeting of the Board shall be held without notice other than this bylaw on the fourth Thursday of January, February, March, April, May, June, September, October and November at 7:00 p.m. at the Corporation’s offices. The Board’s annual meeting shall be held at the time and place of the regular meeting held in June of each year. The President may upon good cause alter by executive order the time and place for the holding of additional and/or substitute regular meetings.
Section 3.5. Special Meetings.

Special meetings of the Board may be called by or at the request of the President, or upon the written request of any three trustees, for the transaction of business stated in the call for the meeting.
Section 3.6. Notice.

Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, or by telegram or mailed to each trustee at his home and/or business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered by the telegraph company. The attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 3.7. Quorum.

At any regular or special meeting of the trustees, five shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice.
Section 3.8. Manner of Acting.

The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board.
Section 3.9. Newly Created Trusteeships and Vacancies.

Newly created trusteeships resulting from an increase in the number of trustees or vacancies occurring in the Board for any reason, including but not limited to death or disability, resignation, or ceasing to reside in the Town of North Smithfield, may be filled from a listing of candidates proposed by the trustees by a vote by written ballot of a majority of the trustees present and voting at any regular and/or special meeting. Each trustee so elected shall be a resident of the Town of North Smithfield. A trustee elected to fill a vacancy caused by resignation, death, disability or removal shall be elected to hold office for the unexpired term of his predecessor.
Section 3.10. Removal of Trustees.

If a trustee fails to attend two consecutive regular meetings of the Board without prior notification of participation by proxy, then the Secretary shall notify such trustee that his position is in jeopardy. If such trustee fails to respond to such notice from the Secretary or to attend the next regular meeting, the Board shall declare his position vacant.
Any lifetime trustee who fails to attend five or more consecutive regular meetings without prior notification or participation by proxy shall be notified by the Secretary that his position is in jeopardy. If such trustee fails to respond to such notice from the Secretary or to attend the next regular meeting, the Board shall declare his position vacant and extend to the trustee the opportunity to become an honorary trustee.
Section 3.11. Honorary Trustees.

Honorary Board membership may be extended upon the vote of a majority of the trustees present and voting to former trustees who have rendered long and/or outstanding service to the Corporation. Honorary trustees may attend regular meetings but may not vote at such regular meetings.
Article IV – Officers
Section 4.1. Officers.

The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, and such other officers and assistant officers as may be deemed necessary and elected or appointed by the Board. Each officer shall be elected by the trustees at the meeting of the Corporation held in the month of June in odd numbered years, shall hold office for an initial term of two years, and may thereafter be elected for not more than one additional consecutive term of office. Any vacancy in an office shall be filled by majority vote at the next regular meeting of the Board after the vacancy occurs.
Section 4.2. President.

The President shall preside at all meetings of the Board, shall discharge all of the duties that devolve upon a presiding officer, and shall perform such other duties as the bylaws or the trustees may prescribe. The President shall appoint all committee members an shall be an ex officio member of all committees. The President shall be available to consult with the Library Director as needed. The President shall be paid an annual salary of One Dollar ($1.00).
Section 4.3. Vice President.

The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President or a the direction of the President, and shall perform such other duties as the bylaws may provide or the trustees may prescribe. The Vice President shall supervise and coordinate the activities of both standing and ad hoc committees, shall insure that all such committees are prepared to present appropriate reports at meeting of the Board, and shall keep a general schedule of committee meetings. The Vice President may but shall not be required to attend any committee meetings.
Section 4.4. Secretary.

The Secretary shall attend all meetings of the trustees and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of these meetings. He shall be custodian of the records and the seal of the Corporation. He shall attend to the giving of all notices and shall perform such other duties as the bylaws may provide or the trustees may prescribe.
Section 4.5. Treasurer.

The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation, which records shall be open to the inspection of any trustee upon reasonable notice. He shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable federally insured bank or other depository to be designated by the trustees, and shall keep these bank accounts in the name of the Corporation. He shall furnish at the Board’s annual meeting, whenever else requested, a statement of the financial condition of the Corporation. He shall work closely with the Library Director in disbursing funds for the Corporation’s daily operations and in monitoring the disbursement of all grant moneys. He shall perform such other duties as these bylaws may provide or the trustees may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the trustees. The Treasurer shall be paid an annual salary of One Dollar ($1.00).
Section 4.6. Transfer of Authority.

In case of the absence of any officer of the Corporation or for any other reason that the trustees may deem sufficient, the trustees may transfer the powers or duties of that officer to any other officer or employee of the Corporation, provided a majority of the trustees concur.
Article V – Special Corporate Acts
Section 5.1. Negotiable Instruments, Deeds and Contracts.

All checks, drafts, notices, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the Corporation, shall, unless otherwise directed by a majority of trustees, or unless otherwise required by law, be signed by the President and/or the Treasurer. A majority of trustees may, however, designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons.
Section 5.2. Liability Insurance.

The trustees may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, liaison or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.
Article VI – Committees
Section 6.1. Personnel Committee.

The Personnel Committee shall consist of three trustees appointed by the President. The Personnel Committee shall supervise the terms and conditions of employment of the Corporation’s employees. It shall review the personnel policy each year prior to the annual meeting and recommend changes therein when necessary. It shall further make recommendations to the Board regarding the compensation of the Corporation’s employees and perform such other duties as prescribed by the Board.
Section 6.2. Finance Committee.

The Finance Committee shall consist of the Treasurer and not less than two additional trustees appointed by the President. The Treasurer shall be the chairman of the Finance Committee, which shall assist the Treasurer in the performance of his duties, and shall perform such other duties as prescribed by the Board.
Section 6.3. Maintenance Committee.

The Maintenance Committee shall consist of not less than two trustees appointed by the President. It shall be the duty of this committee to work closely with the Library Director in establishing policies related to the upkeep of the Corporation’s real and personal property. Routine maintenance and repair problems shall be resolved by this committee.
It shall also be the duty of this committee to oversee the upkeep of the grounds and parkland, particularly during the growing season, and to make an annual assessment of their condition, to be reported at each September meeting. Further, this committee shall perform such other duties as prescribed by the Board.
Section 6.4. Planning Committee.

The Planning Committee shall consist of three trustees appointed by the President and the Library Director ex officio. It shall be the duty of this committee to monitor the status of the Corporation’s five-year plan. The Planning Committee shall update this plan annually and report to the Board at the regular monthly meeting each June. Further, this committee shall perform such other duties as prescribed by the Board.
Section 6.5. Nominating Committee.

Ad Hoc committees for the study and investigation of special situations may be appointed by the President to serve until the completion of the work for which each such committee was formed.
Article VII – Finances.
The moneys of the Corporation shall not be expended, nor shall any financial obligation be incurred by any trustee, officer or any committee, unless such expenditure or obligation shall have been authorized by the Board.
Article VIII – Library Director.
The Library Director is the Corporation’s executive officer and shall have sole charge of administering the library under the Board’s direction and review. The Director shall be responsible for employing and directing the staff, for selecting library materials, for the care of the building and equipment, for the efficiency of the library’s service to the public, and for operating the library under the financial conditions set forth in the annual budget.
The Director shall keep exact accounts of all moneys received or expended, and shall report such receipts and expenditures at each regular meeting of the Board. The Director shall also give a report of current library activities and daily operational issues at each regular meeting of the Board. The Director shall attend all Board meetings except when the Board determines otherwise.
Article IX – Dissolution.
If the Corporation is for any reason dissolved, then all of its assets shall become the property of the Town of North Smithfield. The President or the Treasurer shall transfer said assets to the Town of North Smithfield in an orderly manner.
Article X – Order of Business.
Section 10.1. Order at Regular Meetings.

The order of business at regular meetings hall be as follows, unless the President determines to alter or amend such order of business:
Call to order.
Secretary’s report.
Treasurer’s report.
Director’s report,
Committee reports.
Unfinished business.
New business.
Announcements.
Adjournment.
Section 10.2. Parliamentary Authority.

The most recently revised edition of Robert’s Rules of Order shall set forth the parliamentary procedure of meetings of the trustees.
Article XI – Amendments to Bylaws.
These bylaws may be altered or amended by a vote of two-thirds of the trustees present and voting at any annual or special meeting of the trustees, provided that written notice of the proposed alteration or amendment shall have been given at a prior meeting of the trustees and in the call for the meeting at which such action is to be taken.