Board of Trustees Bylaws

This organization shall be called the Cary Memorial Library Board of Trustees.

The power of the Trustees was defined by a Town Meeting in 1917 when it was voted that “the Trustees of the Cary Memorial Library shall have full and complete charge of the Library, its employees and all matters of every name and nature pertaining in any way to the care, operation and management of said Library, including the building in which the Library is established... "

The Cary Memorial Library Board of Trustees shall also be governed by the laws and regulations of the Commonwealth of Massachusetts and by these bylaws.
 

In accordance with the provisions of the 1868 gift of Maria Hastings Cary establishing a public library in Lexington, the Board of Trustees of Cary Memorial Library consists of the members of the Select Board, the School Committee, and five members of the “settled” clergy of the Town of Lexington to be selected by the Lexington Interfaith Community Association (“LICA”). 

LICA members who serve on the Board of Trustees of Cary Memorial Library shall be members of the clergy, members of LICA in good standing, and either residents of the Town of Lexington or clergy serving a faith community located in the Town of Lexington.  LICA representatives shall serve for terms of three (3) years, paralleling the election cycle of the School Committee and Select Board members.  For purposes of facilitating staggered terms, in the initial appointment of LICA members, two (2) members shall be appointed for three (3) year terms, two members for (2) year terms and one (1) for a single year term.  All subsequent terms shall be for three (3) years.
 

The Executive Board, established in 1951, shall have full power to act in all matters for the Board of Trustees between the meetings of the full Board of Trustees, but action inconsistent with expressed policies or recorded votes of the Board of Trustees may not be taken.

• Section 1 The Executive Board shall consist of 5 current members of the Board of Trustees including the Chair and Vice Chair of the Board of Trustees.
• Section 2 The Select Board, School Committee, and LICA shall each have at least one representative on the Executive Board, and no more than two representatives per affiliation.
• Section 3 The Executive Board members shall serve two-year terms.
• Section 4 The Executive Board shall fill mid-term vacancies as needed. Vacancies shall be filled to maintain the minimum representation provided for in Section 2.  The full Board of Trustees will vote to formally approve mid-term appointments at their next meeting.
• Section 5 Any Board of Trustees member may attend meetings of the Executive Board, and shall have the privilege of speaking, but not voting, on any matter under discussion.
• Section 6 The Executive Board shall have full charge and oversight of all library expenditures. All investment funds shall stand in the name of the Cary Memorial Library Board of Trustees and be managed by the Trustees of Public Trust.
   

• Section 1 The Executive Board shall hold monthly meetings unless otherwise voted by the members of the Executive Board.
• Section 2 The full Board of Trustees shall hold at least two regular meetings a year, one in March and one in October. The March meeting shall be the Annual Meeting and shall include the election of officers for the following fiscal year.
• Section 3 Special meetings may be called at any time by the Chair of the Board of Trustees, by the Executive Board, or at the written request of two or more Trustees to the Chair. The purpose of such meetings is to be stated in the call for the meeting.
• Section 4 Notices for all meetings shall be given by the Secretary to the Trustees at least 48 hours before the meeting. Notice shall also be provided in accordance with the Open Meeting Law, G.L. c. 30A, §§ 18-25.
• Section 5 A quorum for meetings of the Executive Board shall consist of three Executive Board members. A quorum for meetings of the full Board of Trustees shall consist of eight Trustees, at least one of whom shall be a member of the Executive Board. A majority of those present shall decide all questions.
   

• Section 1 Officers shall be elected at the Annual Meeting of the Cary Memorial Library Board of Trustees in March and shall consist of a Chair and a Vice Chair. The Chair and Vice Chair shall be from different constituent groups, and the Chair shall not serve for more than four consecutive years. The Library Director shall serve as Secretary/Treasurer to the Board and is an ex officio, non-voting member.
• Section 2 The Chair shall preside at all meetings (Executive Board and full Board of Trustees), appoint all special/ad hoc committees, authorize calls for special meetings of the full Board of Trustees and of the Executive Board, and generally perform the duties of a presiding officer. In the absence of the Chair, the Vice Chair shall preside, or, if the Vice Chair is absent, the Trustees shall select a temporary chair for the meeting.
• Section 3 If the office of the Chair becomes vacant, the Vice Chair shall become Chair. A new Vice Chair shall be elected from the remaining Executive Board members and shall serve until the next meeting of the full Board of Trustees.
• Section 4 The Secretary shall keep an accurate account of all proceedings of the meetings; shall issue notices of all regular meetings, and on the authorization of the Chair, of all special meetings; shall have custody of the minutes and other records of the Board which shall be kept at the Library and made available in compliance with Massachusetts Public Records Law.
• Section 5 The Treasurer shall oversee the special funds and income under the jurisdiction of the Trustees; shall sign checks on the authorization of the Executive Board, shall report at each meeting on the state of the funds. All checks written by the Treasurer shall be recorded in a warrant that is reviewed and signed by the Chair, Vice Chair, or other members of the Executive Board prior to their being issued.

• Section 1 A Nominating Committee for the Executive Board may be established as needed.
• Section 2 Ad Hoc Committees shall be established as needed by the Executive Board.

The Director shall be considered the executive officer of the Board and shall have sole charge of the administration of the library under the direction and review of the Board. The Director shall be held responsible for the care of the buildings and equipment, for the employment and direction of the staff, for the efficiency of the library’s service to the public, and for the operation of the library under the financial conditions set forth in the annual budget. The Director, as Secretary-Treasurer, shall attend all Board meetings as an ex officio, non-voting member.

These bylaws may be amended by a majority vote of the Cary Memorial Library Board of Trustees at a regularly scheduled meeting, or at a special meeting convened for this purpose. Written notice of all proposed amendments, alterations, or repeals shall be provided to all Trustees at least ten days prior to the meeting at which such action is proposed to be taken.

Adopted: October 23, 1990
Revised and updated: May 20, 2026.