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 the “settled” clergy.

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 the Clergy Association shall each have at least one representative on the Executive Board, and no more than two representatives per affiliation.
• Section 3 The Executive Board shall fill mid-term vacancies as needed. The full Board of Trustees will vote to formally approve mid-term appointments at their next regularly scheduled meeting.
• Section 4 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 5 The Executive Board shall have full charge and oversight of all expenditures of the library. 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 May and one in October. The May meeting shall be the Annual Meeting and will 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 of all meetings shall be given by the Secretary to the Trustees at least 48 hours before the meeting in accordance with Open Meeting Law.
• 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 five Trustees, at least one of whom shall be a member of the Executive Board. A majority vote 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 May and shall consist of a Chair and a Vice Chair. It is recommended that the Chair and Vice Chair are from different constituent groups, and that the Chair not serve more than three 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 in the Library Office and made available in compliance with Massachusetts Public Records Law.
• Section 5 The Treasurer shall have charge of 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 member of the Executive Board prior to their being issued.

• Section 1 Nominating Committee for the Executive Board
  • a) The Nominating Committee shall consist of three members, one representative from the Select Board, one from the School Committee, and one from the Clergy Association. Not more than one Trustee from the Executive Board shall be a member of the Nominating Committee.
  • b) Sixty days prior to the Annual Meeting of the Board of Trustees, the Chair will ask, in writing, for the Chair of the Select Board, the Chair of the School Committee, and Chair of the Clergy Association to select a representative to serve on the Nominating Committee.
  • c) If, 30 days in advance of the Annual Meeting, the Select Board, School Committee, or Clergy Association have not identified a member to serve on the Nominating Committee, the Chair will select a member from that group to serve.
  • d) The Nominating Committee will present a slate of five Executive Board members, including a Chair and a Vice Chair, for a vote at the Annual Meeting of the Cary Memorial Library Board of Trustees in May.
• 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, 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: January 17, 2018