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By-Laws

Article 1 (Corporate Name, Purpose, and Membership)

  1. The name of this non-profit corporation is the Greater Cincinnati Library Consortium doing business as the Southwest Ohio and Neighboring (SWON) Libraries (hereinafter referred to as SWON Libraries).
  2. SWON Libraries promotes and supports professional development, collaboration, resource sharing, and innovation among all types of libraries in the region, thereby empowering the individual libraries to fulfill their own missions. The services provided by SWON Libraries are designed to strengthen member institutions, making them more effective and more innovative, and building their capacity to provide high quality, accessible, and sustainable services to their communities.
  3. Geographic members: All libraries of all types in the Southwest Quadrant (as determined by the State Library of Ohio) are, by default, Geographic Members of SWON Libraries.
  4. Supporting members: Geographic members and other neighboring libraries outside of Ohio may elect to pay dues in order to be eligible for additional services and qualify for Supporting Membership, as well as participation in the Director’s Council.
  5. Director’s Council: The SWON Libraries Director’s Council is made up of member library directors (or a director’s designated representative) from all of the Supporting Membership, who come together biannually to transact official SWON Libraries business and learn about SWON Libraries’ activities.
  6. Other Members and Supporting Members may be accepted by the Executive Board as determined according to guidelines approved by the Executive Board.

Article 2 (Executive Board)

  1. The Executive Board provides for the overall governance of the organization. The Executive Board shall create, revise, and approve all policies regarding the organization. The Executive Board shall be responsible for the appointment of the Executive Director.
  2. The membership of this Board shall consist of a minimum of 10 members but not more than twelve members. The Executive Director serves ex-officio (with no voting privileges) on the Executive Board.
  3. Members of the Board shall be nominated and elected in the spring by the Director’s Council. Terms shall begin on July 1.
  4. Representatives shall be provided for each type of member library with minimums of:
    • Two representatives of academic libraries
    • Two representatives of public libraries
    • One representative of special libraries
    • One representative of school libraries
    • One representative of member libraries outside of the Southwest Quadrant of Ohio
    • One representative from a non-Supporting member library
  5. Terms of the Executive Board Members will expire after three years. A Board Member may be re-elected one time for a continuous term of six years maximum. Terms of members will rotate with approximately four members elected each spring.
  6. When an Executive Board member resigns or is removed prior to the end of the term, a successor will be designated by the President (or acting President) with a vote of approval by the Executive Board. The successor shall fulfill the term of the departing member.
  7. In order to conduct the business of SWON Libraries in the best and most efficient fashion, the members of the Executive Board agree to:
    • Hire an able and trained Executive Director
    • Attend all meetings of the Executive Board
    • Ensure that all duties and obligations of the organization adhere to the requirements of regional library system as mandated by the State Library of Ohio
    • Assist the Executive Director in promotion of the regional library service
    • Vote in the best interest of the organization and their represented libraries
  8. Voting
    1. Each member of the Executive Board shall be entitled to one vote on all matters brought to a vote during a regular or special meeting in which said member is present and providing a quorum is present at the time. No voting shall be done by proxy.
    2. A minimum of six Executive Board members shall constitute a quorum when the Board consists of 10 or 11 members. Seven Executive Board members shall constitute a quorum when the Board consists of 12 members and a quorum shall be necessary for the transaction of any official business.
    3. The President of the Executive board will only vote in the event of an equal number of votes for and against a particular motion before either the Executive Board or the Council. The President shall vote in the event that such vote would constitute a quorum.
    4. A majority of those present and voting must be in favor of any motion for its approval.

Article 3 (Election of Officers)

  1. The officers of the Executive Board shall be President, Vice-President, Treasurer and Secretary.
  2. Officers shall be elected in the summer by the Executive Board from their members.
  3. Officers shall serve a one-year term.
  4. No person may serve more than three consecutive years in the same position.

Article 4 (Duties of Officers)

  1. President. The President shall preside over all meetings of the Executive Board and Council and shall exercise general supervision over the organization. The President shall appoint committees and committee members as needed.
  2. Vice President. The Vice-President shall preside over all meetings in the absence of the President and exercises all duties of the President in their absence. The Vice President may serve as Chair of the Strategic Planning Committee or designate another Board Member to that position, if there are conflicting Board Committee leadership positions. The Vice President shall verify that a quorum is present at any meetings. The Vice President shall ensure that the membership of the Executive Board meets all of the requirements for representation of Member Libraries.
  3. Treasurer. The Treasurer shall see that appropriate financial statements are maintained for the organization as required by law and that an audit is performed on the financial records every year.

Article 5 (Executive Board Meetings, Location, and Notification)

  1. All meetings of the Executive Board shall be conducted in accordance with the current edition of Robert’s Rules of Order.
  2. The regular meetings of the Executive Board shall be open to the public and held bimonthly.
  3. Meetings shall be held at the office of the organization unless exception is noted and posted.
  4. Notifications of meetings shall be conducted through electronic mail to the Directors’ Council email list and posted prominently on the organization’s web site.
  5. Special meetings of the Executive Board may be called by the President (or acting President) with at least seventy-two hours’ notice to the general membership. Notification of a special meeting shall be conducted with the same procedure as regular meetings.
  6. Minutes of all Executive Board meetings will be recorded by any one of the following: Secretary, a staff member of SWON Libraries or any Board Member, for approval by the Executive Board at their next meeting.

Article 6 (Termination of Executive Board Members)

  1. Absence of an Executive Board member from three regular meetings of the Executive Board during any one term year of the Executive Board member’s term shall constitute automatic resignation from the Executive Board. The count of absences shall begin on the first day of the member’s appointment to the Executive Board.
  2. Board members may be terminated by a vote of the entire Executive Board.
  3. Board members may be terminated by a vote of the Director’s Council.
  4. A member of the Executive Board may resign at any time.
  5. Resignation or termination of any Executive Board member shall be communicated as soon as practical to the Directors’ Council email list by the President (or acting President).

Article 7 (Director’s Council)

  1. The Executive Board shall convene semi-annual meetings of the Director’s Council. One voting Representative will be designated by each Supporting Member library to vote at the Director’s Council Meeting.
  2. Thirty percent of the Supporting Members shall constitute a quorum and a quorum shall be necessary for the transaction of any official business.
  3. Nominations and election of the members of the Executive Board shall be taken from the Council.
  4. The Director’s Council shall approve the annual budget of the organization by majority vote of those present and voting.
  5. The Director’s Council shall approve any changes to the By-Laws of the organization by a two-thirds majority vote of those present and voting.

Article 8 (Fiscal Year)

  1. The Fiscal Year shall be determined by the Executive Board.
  2. A financial audit shall be conducted every other year after the end of the Fiscal Year by an independent firm approved by the Executive Board.
  3. The results of the audit shall be communicated to the Executive Board in writing and to the Director’s Council

Article 9 (Committees)

  1. Standing Committees. The President shall select member representatives to serve on each of the following committees each year:
    1. Finance Committee: Membership shall consist of four Council members including the Treasurer who shall serve as its Chair. The Executive Director will serve ex-officio (with no voting privileges) on this committee. This committee will propose an annual budget to the Executive Board including dues and assessments from the Supporting Members. Other duties may be assigned to this committee as deemed necessary by the President.
    2. Strategic Planning Committee: At least one member shall represent Member Libraries outside of the Southwest Quadrant. This committee shall propose a multi-year strategic plan for development of the regional library system and track its implementation annually. Other duties may be assigned to this committee as deemed necessary by the President. The Executive Director will serve ex-officio (with no voting privileges) on this committee.
  2. Ad Hoc Committees. The President may form other committees from the Executive Board and general membership of the organization as necessary. A member of the Executive Board must serve on all committees so formed. These committees shall be approved and dissolved by a vote of the Executive Board.

Article 10 (Appointment and Duties of Executive Director)

  1. The Executive Board shall appoint an Executive Director for the administration of SWON Libraries.
  2. The Executive Director shall:
    • Conduct the daily operation of SWON Libraries according to the obligations as set by the State Library of Ohio, the Director’s Council and the Executive Board.
    • Hire and terminate all employees of SWON Libraries.
    • Administer the annual budget as approved by the Director’s Council.
    • Conduct other duties as required by the Executive Board.

Article 11 (Amendments to Bylaws)

  1. Any member of the Director’s Council may propose an amendment or revision to these By-Laws at any time. All changes must be presented to the Director’s Council for approval.
  2. All proposed changes must be submitted to the Director’s Council at least thirty days prior to any Director’s Council meeting by the President of the Executive Board.
  3. These By-Laws may be amended by the affirmative vote of two-thirds of the Supporting Members present and voting.

Motion made by Jay Barkey, seconded by Elizabeth Fiene, that the By-Laws of Southwest Ohio and Neighboring (SWON) Libraries as set forth herein, be adopted and declared by the President to be the official By-Laws of SWON Libraries. Resulting Vote unanimous. Done this 16th day of October, 2006.

To view approved changes to SWON’s By-Laws as of Fall 2012, please read this PDF, as of Fall 2016, please read this PDF.

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