Governance

Most boards have adopted bylaws that provide the framework for their proceedings. At a minimum they should include:

• The library board officers to be elected, methods of election, length of their terms and the powers and responsibilities of each officer
• When meetings are held, and how meetings are conducted
• Definition of a quorum and attendance requirements
• The standing committees to be appointed, method of appointment, and what they do
• Provision for amending bylaws
• Provision for term limits
• Provision for calling special meetings
• Provision for removing a board member with reasonable cause and appointing new members
• Provision for reviewing bylaws at least every three years

Bylaws are fundamental to effective library board operations and boards should be careful when amending existing bylaws or developing new ones.

There are two main types of library boards: governing and advisory.

Each trustee brings certain strengths, skills, talents, and experience to the table. The board should work to recruit members who represent a broad spectrum of community interests, occupations, and geographic areas, to help ensure the library will serve the total community.

Candidates for library trustee positions should be given a written statement of the duties and responsibilities of membership on the library board, and these statements should also be made available to those who elect/appoint trustees. The board and the library director can also develop a wish list for trustee competencies for use by appointing officials.

A well-balanced board

• Rapport with the whole community
• Occupational diversity
• Political acumen and influence
• Business/financial experience
• Legal knowledge
• Diversity
• Varied personal backgrounds

Effective meetings start with an agenda and related packet of background materials, distributed to the board well before the meeting. Agenda development works best as a collaboration between the board president and the library director. Agenda items are often designated as either “discussion” items” (those requiring discussion from the board) or “consent” items (those items that are routine, procedural, informational, non-controversial) with specific times set for each item, to move the meeting along.

The board’s bylaws may specify the order of business on the agenda. Agendas must include an item for public comment to comply with the Brown Act (California’s open meetings law). The agenda should include information about how public comment is conducted, so that the board can better manage this part of the meeting and so that members of the public can be prepared. This information may be included in Spanish and/or other languages, to accommodate community needs.

Standard agenda items include welcome and introductions and approval of minutes; a director’s report, friends/foundation reports; budget review and/or planning; library policy discussion, and items for board education.

Putting together and distributing the agenda packet usually rests with the library director and staff, and normally includes the agenda as the first item, the minutes of the previous meeting, and any written reports, statistics, or other background material for the other items on the agenda.

California has specific open meeting and records laws which apply to local boards and commissions, including library trustees. These include the Brown Act (open meetings law, Government Code §54950-54963) and the California Public Records Act (Government Code §6250-6276.48).

For the Brown Act, the general rule is that legislative bodies of local agencies (including elected or appointed boards and commissions) must hold their meetings open to the public and may exclude them only if they identify a specific statutory exemption and meet other procedural requirements. The law also specifies how and when public notice of meetings must be given, and what procedures must be followed regarding meetings by teleconference, etc.

Under the California Public Records Act, the public has a right to obtain copies of the minutes of open meetings, and to inspect any writing or document distributed to members during a meeting. The board is not required to make audio or video recordings of its meetings, but if it does, those recordings must also be made available to the public. The public is not entitled to the minutes or recordings of closed sessions.

Library trustees are required by state law to avoid any economic conflicts of interest and to submit statements of economic interest to the California Fair Political Practices Commission on a yearly basis. There are other ethics laws that trustees should follow. The Fair Political Practices Commission offers free online ethics training for local officials which can help ensure that your board complies with legal requirements. The California State Association of Counties offers free and low-cost training and resources on state ethics and sunshine laws.

Governing board trustees should receive sexual harassment training as mandated by law for California supervisors (two hours every two years) and the board should have a sexual harassment prevention policy. The California Department of Fair Employment and Housing offers free sexual harassment training that satisfies the state’s legal requirements.

Library boards must also avoid taking actions that violate rights guaranteed by the federal constitution or federal law. Many federal laws affect public libraries.  In particular the board should seek legal advice before taking actions that may involve federal discrimination laws, employment laws, and intellectual freedom rights guaranteed by the First and Fourth Amendments. The board should be generally aware of these laws and exercise caution.

Depending on the type of board (governing or advisory) and its legal and implied powers, a given board may have lesser or greater exposure to liability. California Government Code §814-827 covers the liability of public agencies and officials. In California the doctrine of sovereign immunity applies except as otherwise provided by statute, meaning that public library boards and trustees are generally not subject to liability related to the performance of their official duties. But trustee and/or board liability is still possible for intentional or careless injuries or damages, illegal use of public funds or authority, ethics and conflict-of-interest law violations, California Public Records and Brown Act infractions, and failure to comply with federal discrimination, employment, and intellectual freedom laws.

Trustees can greatly reduce the possibility of liability as follows:

• Learn about the various laws that may apply to library board actions and library operations. Complete any required training.
• Vote against any proposed board action that you believe is illegal or improper.
• Vote to table an issue if you believe insufficient information has been provided on which to form an opinion.
• Act and speak for the library only when authorized to do so by the full board.
• Avoid even the appearance of conflict of interest.
• Consult legal counsel with concerns about any action (or failure to take an action).
• If you suspect conflict of interest on the board, submit a written protest to the board president.

The board should make certain that it is protected by liability insurance (boards are usually covered by the library’s insurance).

Library boards should endorse and adhere to the national library values regarding intellectual freedom, diversity and inclusion, and confidentiality and privacy expressed by the American Library Association (ALA). These are summarized in the Library Bill of Rights. ALA has also issued official interpretations of these rights that guide the application of these principles to specific library practices in areas such as access to digital resources, services for minors and LBGTQIA communities, economic barriers to information access, and lifelong learning. Additional values statements issued by ALA regarding intellectual freedom include the Freedom to Read and the Freedom to View.

Finally, library boards should embrace the guidelines and best practices for trustee professional and ethical conduct established by United for Libraries. Boards should formally adopt these principles into an ethics policy and include them in an oath of office for new trustees.