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By-Laws, Grievances & Commitment to Transparency

By-Laws  |  Grievance Procedure  |  Commitment to Transparency 


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 other 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.


Grievance Procedure

In general, it is preferred that all complaints and concerns relating to SWON Libraries be resolved informally in cooperation with SWON Libraries management1. When informal resolution is not possible, the following shall be considered as SWON Libraries’ official grievance procedure. SWON Libraries management, staff, Executive Board members and SWON Libraries members shall be expected to abide by the terms and conditions outlined herein.

  1. When a SWON Libraries member(s), staff member or other party (hereafter “complainant”) has cause to grieve due to inappropriate treatment or a serious dispute with SWON Libraries, the grievance must be submitted in writing to SWON Libraries management. The grievance shall outline the problem, date(s) of occurrence, any person(s) involved, and be dated and signed by the complainant. Sending a grievance via email is acceptable, but it must explicitly state that the complaint is an official grievance. When necessary, SWON Libraries management may have to clarify with the complainant whether a complaint is intended as an official grievance.
  2. Within 5 business days of receipt2, SWON Libraries management will notify the complainant that the grievance has been received and is being investigated. Also within 5 business days, SWON Libraries management will inform the full SWON Libraries Board (via email) that an official grievance has been received.
  3. SWON Libraries management and an Executive Board representative will begin investigating the complaint to determine the factual elements of the grievance. SWON Libraries management and the Board representative will review the grievance letter and clarify any missing information or ambiguous issues with the complainant.
  4. The complainant filing the grievance may be called upon to attend a conciliation/mediation meeting with SWON Libraries management, staff, Board members, and/or any other person(s) outlined in the grievance letter.
  5. SWON Libraries management and the Board representative will, in a timely manner, make a written determination of the best approach to deal with the grievance. Management will share this determination with the SWON Libraries Board (via email) for disagreement, if any, before sending it to the complainant. If no disagreement has been voiced by the Board within 5 business days, management is authorized to send the determination to the complainant.
  6. The outcome of the grievance will be documented by SWON Libraries management and maintained as a part of the office records.
  7. If the complainant is dissatisfied with management’s handling of a grievance, this should be expressed to management in writing, and the complainant may request a hearing with the SWON Libraries Board. The SWON Libraries Board will then move expediently to review the grievance and actions taken, and determine a timeline for response to the complainant.
  8. Dissatisfaction with the SWON Libraries Board’s handling of a grievance may be expressed to the SWON Libraries membership at the biannual SWON Libraries member meeting, as part of New Business.
  9. At any time during the grievance process, all parties have a right to legal representation, at their own expense.

Approved by the SWON Libraries Executive Board October 13, 2010

1 SWON Libraries management consists of the Executive Director and Assistant Director. Contact SWON Libraries via the About page.

2 Response will be made within 5 business days unless management is unavailable for an extended period of time (e.g., business travel, illness, etc.). If management is unavailable when the grievance is received, a response will be sent as soon as management returns, with an explanation for the lapse.


Commitment to Transparency and Collaboration

The principles of transparency, participation, and collaboration are central tenets for SWON Libraries, and are essential for SWON Libraries to fulfill its mission and maintain member confidence.

Transparency refers to an environment in which the objectives of SWON Libraries’ policies; SWON Libraries’ legal, institutional, and economic framework; policy decisions and their rationale; and the terms of SWON Libraries’ accountability, are provided to SWON Libraries members and the public in a comprehensive, accessible, and timely manner. Transparency is an essential condition for a free and open exchange with SWON Libraries members and others, whereby the rules and reasons behind SWON Libraries policies and practices are fair and clear to all. Participation allows SWON Libraries members to contribute their ideas and expertise so that SWON Libraries can make informed decisions and policies. Collaboration improves the effectiveness of SWON Libraries staff and the SWON Libraries Executive Board by encouraging partnerships and cooperation with SWON Libraries members, across all kinds of member libraries and all levels of library staff, from support staff to Directors.

SWON Libraries therefore takes the following steps toward the goal of creating a more transparent and member-driven organization:

Institutionalize a Culture of Openness

To create a sustained level of openness and accountability at SWON Libraries, SWON Libraries staff and the SWON Libraries Executive Board strives to incorporate the values of transparency, participation, and collaboration into the ongoing work of SWON Libraries. With respect to information, the presumption is in favor of openness (to the extent permitted by law and subject to valid privacy, confidentiality, security, or other restrictions). SWON Libraries abides by all relevant requirements of the Sunshine Laws of the State of Ohio and State of Kentucky. The SWON Libraries Board shall annually consider a report, to be provided by SWON Libraries staff, noting accomplishments and challenges with regard to transparency and communication.

Post SWON Libraries Information Online

To increase accountability, and promote informed participation by SWON Libraries members and others, SWON Libraries continues to expand access to information by making it available online. SWON Libraries is committed to giving stakeholders access to the information that will enable them to understand SWON Libraries’ governance, strategy, policies, activities, practices, performance, impacts and outcomes, to allow members to be fully informed.

Improve the Quality and Timeliness of Information from SWON Libraries

To improve the quality of information available from SWON Libraries to its members, SWON Libraries staff and the SWON Libraries Executive Board make certain that all information provided is detailed, descriptive, and accurate, and whenever possible, will be provided to member libraries in advance of important decisions and major meetings so that members might comment and contribute.

Use Multiple Means of Communication

SWON Libraries communicates via various methods to reach a broad audience. Emerging technologies will also open new forms of communication between SWON Libraries and its members – SWON Libraries should continue to seek these new ways of communicating with its constituents.

Seek and Respond to Feedback

SWON Libraries is committed to listening and responding to its members’ input. SWON Libraries members are encouraged to send their comments, questions and concerns directly to SWON Libraries staff and/or the SWON Libraries Executive Board, and members should expect timely and fully-considered responses to their inquiries. SWON Libraries staff continuously survey staff at member libraries with regard to continuing education opportunities and other various SWON Libraries services and policies, using online surveys, evaluation forms, focus groups, qualitative research, and other means. SWON Libraries staff regularly report to the Board regarding survey results and member inquiries, and offer interpretation and suggestions for responding to members’ needs and requests. To the extent possible, SWON Libraries staff will make survey results accessible to SWON Libraries members. A detailed Grievance Policy describes mechanisms through which anyone associated with SWON Libraries may file formal complaints, and may be assured that these complaints will receive full consideration.

Approved by the SWON Libraries’ Executive Board on October 13, 2010.

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