CCLS Trustee Orientation Trustee Governance Roles

Rev 04 2018

While an honor, serving on a library board is Much more!



… • • • Let’s take a look at some of the pertinent laws and documents …

Selected applicable laws: • • • • • • Now for the details …

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http://www.dos.pa.gov/BusinessCharities/Business/Resources/Pages/Pennsylvania-Nonprofit-Corporations-.aspx https://www.harborcompliance.com/information/how-to-start-a-non-profit-organization-in-pennsylvania www.pano.org

An indepth look … ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Pennsylvania's Sunshine Act (Open Meetings Law) The Pennsylvania Sunshine Act, 65 Pa.C.S. §§ 701-716, requires agencies to deliberate and take official action on agency business in an open and public meeting. It requires that meetings have prior notice, and that the public can attend, participate, and comment before an agency takes that official action. • •

• • • • • • • • https://www.irs.gov/pub/irs-pdf/p557.pdf and https://learn.guidestar.org/help/irs-subsection-codes

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Review: http://www.soxlaw.com/index.htm In particular check out: Sections 302, 401, 404, 409, 802, 906



For details on the requirements in Pennsylvania regarding the Articles of Incorporation, see: http://www.dmlp.org/legal-guide/forming-nonprofit-corporation-pennsylvania



Bylaws are still necessary for governmental libraries to establish! ByLAws Define how the Board does It’s Business, its Duties and Responsibilities regarding the governance of the library.

What is a Bylaws do not detail every possible situation. ByLaW? decisions as a group: Boards should adopt a standard parliamentary procedure authority for those items that are not specifically defined For example - Robert’s Rules - a guide for conducting meetings and making https://en.wikipedia.org/wiki/Robert%27s_Rules_of_Order http://www.rulesonline.com/index.html. Bylaws vary according to the nature of your organization but consider them to be your internal manual for how you will operate. They should address basic activities, such as: ● governance, such as whether the organization is controlled by a board or by its membership ● when and how board meetings will be held and conducted ● how board directors and officers will be appointed or elected ● voting procedures, such as what constitutes a quorum so that your board can make a decision ● how committees are created and discontinued ● number of directors for your board, their required qualifications, and their terms of service ● language that affirms the requirements and prohibitions for nonprofit (501(c)(3) organizations as set out by the IRS ● rules that govern conflicts of interest ● how the bylaws or other rules can be changed or amended

• • • Next, let’s look at these legal duties.





A quick way to think about duty of care is to be sure that you show up, come prepared and participate actively no matter whether it is a board meeting, committee meeting or library event.

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What does the phrase “Speaking with one voice” mean when referring to board action?

But What if some Board members disagree with the board action?



• Conflict of Interest It is important that your library has a • PolicY! •

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