PREAMBLE
Library service began in Wicomico County in 1878, two years after the formation of Wicomico County. On June 24, 1927, a free public library opened in Wicomico County, organized and operated exclusively for literary and educational purposes. The Library is dedicated to fulfilling its mission to serve the people of Wicomico County by supporting education, enriching lives and building community.
ARTICLE I
ORGANIZATION AND PURPOSE
Section 1.1 Organization. The Wicomico County Council, pursuant to authority under state law, established The Wicomico County Free Library in 1975. (“the Library”) The Library is funded by the county and the state and operates as a free library, open to the public.
Section 1.2 Tax Status. The Library is an instrumentality or political subdivision of the state of Maryland and, as such, the Library’s income is not subject to Federal Income tax as stated in section 115 of the Internal Revenue Code and contributions to the Library are deductible by the donors as provided for in section 170 of the Code.
Section 1.3 Name. For recognition and identification, the Library may use the assumed name “Wicomico Public Libraries”.
Section 1.4 Purpose. The purpose of the Library is to provide free library services to the residents of Wicomico County, and to non-residents on such terms as the Board of Trustees (the “Board”) may prescribe.
Section 1.5 Mission. The core mission of the Library is to provide free public access to information to support education, enrich lives and build the community.
ARTICLE II
BOARD OF TRUSTEES
Section 2.1 Powers. The Board shall manage and oversee the Library for the good and welfare of the citizens of Wicomico County and to that end shall exercise all of the powers and responsibilities set forth in Md. Code §23-400 of the Education Article.
Section 2.2 Appointment. Pursuant to §47-3 of the Wicomico County Code, the members of the Board shall be appointed by the County Executive and County Council of Wicomico County, Maryland from nominees submitted by the Board.
Section 2.3 Composition. The Board shall consist of not fewer than seven (7) and not more than eleven (11) members. The members of the Board shall reside in Wicomico County, be representative of the community, dedicated to serving the mission of the Library, and chosen on the basis of character, ability, and demonstrated interest in matters of concern to the Library.
Section 2.4 County Government Representative. The President of the Wicomico County Council and the County Executive may appoint a representative to the Board of Trustees who shall act as a liaison between the Board and the County Council and County Executive.
Section 2.5 Salisbury City Government Representative. The Salisbury City Council may appoint a representative to attend meetings of the Board.
Section 2.6 Terms, Vacancies, Removal.
A. Terms. A Trustee serves for a term of five (5) years. A Trustee may be reappointed but may not serve for more than two (2) consecutive terms.
B. Vacancies. The Nominating Committee of the Board shall make recommendations to fill any Board vacancy. The nomination will be presented at the next regular meeting for the Board’s approval. Upon Board approval, the nomination shall be submitted to the County Executive and the County Council for review and appointment. A Trustee appointed to fill a vacancy in an unexpired term (a) serves only for the remainder of that term and until a successor is appointed; and (b) is eligible for appointment to serve two (2) additional consecutive terms.
C. Removal.
- Board Recommendation. The Board may recommend removal of a Trustee to the County Executive and the County Council who have the final authority to remove a Trustee
- Non-Attendance. Trustees who fail to attend at least one-half of the scheduled meetings of the Board during any fiscal year shall be considered to have resigned from the Board. The Chair of the Board shall report the member’s name to the County Executive and the County Council by July 15 of the following year who may reject the resignation upon satisfactory explanation of nonattendance. The resignation shall be effective upon final review by the County Executive and the County Council which shall be completed within 10 days of receipt of the Chair’s report.
ARTICLE III
MEETINGS
Section 3.1 Frequency, Place and Time of Regular Meetings. Regular Board meetings shall be held on the third Tuesday of February, April, June, August, October, and December at 4:00 pm at 122 South Division Street, Salisbury, Maryland or at such other place as the Board may designate from time to time.
Section 3.2 Annual Meeting. The annual meeting shall be the June Board meeting.
Section 3.3 Notices and Access. Notice of all meetings and information providing open access shall be given electronically or by US regular mail at least five (5) days prior to the date of the meeting.
Section 3.4 Special Meetings. Special meetings may be called by the Chair or by a quorum of the Trustees to transact any special business at a place and time that shall be stated in the call for the meeting.
Section 3.5 Quorum. A majority of the Board shall constitute a quorum for the transaction of business at a Board meeting.
Section 3.6 Procedures.
A. Parliamentary Rules. All meetings of the Board shall be conducted according to the latest revised edition of Robert’s Rules of Order. The Board may adopt additional rules for the conduct of its meetings.
B. Voting. Each member of the Board shall have one vote on any matter of business coming before it. In accordance with County Charter and State laws, government representatives to the Board shall not have voting privileges. Unless otherwise permitted, or required, by law or these By-Laws, the vote of a majority of the Board present is required for final action of the Board.
C. Minutes.
- Board. Minutes of Board meetings shall be recorded. Such minutes shall record the vote and the Board’s official actions. Minutes of open meetings shall be available to the public. Minutes of a closed session are ordinarily sealed and not immediately open to the public. The minutes of the next open meeting following a closed session must contain a report of the closed meeting. Minutes of each meeting must be kept for five years.
- Committees. Board Committees may keep minutes of their meetings. If minutes are kept, they shall be available to the public.
- Timeliness. Minutes shall be prepared as soon as practicable after each Board meeting.
D. Meetings. Unless otherwise permitted by law, all meetings of the Board shall be open to the public. The Board may meet in closed session as permitted under the Maryland Open Meetings Act and Public Information Act.
E. Remote conference meetings and remote participation. The Chair may call for remote conference meetings of the Board to be conducted by means of conferencing technology; such meetings can be considered a regular meeting of the Board at which any action proper for a regular in-person meeting may likewise be properly taken. The Chair may approve the remote participation of individual members by conferencing technology in a meeting at which other members are present in person. The Chair must ensure in all circumstances that participating members are able to speak and hear each other simultaneously.
F Action without a meeting. The Chair may call for action without a meeting. Any action which may be properly taken by the Board assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed or sent via electronic submission by all the Members entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the members assembled and shall be filed with the minutes.
G. Proxy voting. Per Maryland Code Section 2-408, Members may not vote or otherwise participate in a Board meeting by proxy.
H. Board Hearings on Employee Suspension and Dismissal. Employee hearings shall be held in accordance with Md. Code §23-406 (2017) of the Education Article.
I. Document Retention.
- Minutes. The Library’s Executive Director shall retain the minutes of all meetings of the Board or its constituent committees for a minimum period of five years. The minutes shall be open to the public, unless sealed as exempted by law. The minutes shall be posted online for at least one year.
- Other Official Actions. At the request of the Board, the Executive Director shall retain any other official documents of the Board for such time as the Board shall direct.
- Employee Hearings. Records of employee hearings shall be kept as required by law.
ARTICLE IV
OFFICERS AND COMMITTEES
Section 4.1 Officers. The officers of the Board shall consist of the Chair, Vice Chair, Secretary and the Treasurer.
A. Appointment. The Nominating Committee shall submit a slate of officers to all voting Trustees for approval at the Annual Meeting as necessary to fill an open office. Additional nominations may be made from the floor. Officers shall be elected by ballot or voice vote as determined by the Board.
B. Term, Vacancies and Removal.
- Term. Officers shall serve terms as outlined below:
- Treasurer – only (1) year and no more than three (3) consecutive terms
- Secretary – one (1) year and no more than three (3) consecutive terms
- Vice Chair/ Chair elect – two (2) years and no consecutive term.
- Chair – Limited to two (2) one (1) year terms. The Board must hold an election for each term of the Board Chair.
- Vacancies. In the event a vacancy should arise, the Board shall be empowered to elect, at the next regular meeting, an individual to fill said vacancy for the unexpired term.
- Removal. The Board shall have the authority to remove any officer, when, at its discretion, the best interests of the Library shall be so served.
Section 4.2 Duties of Officers.
A. Chair. The Chair shall approve the agenda for and preside at all meetings of the Board, appoint all committees, authorize calls for any special meetings, and generally perform all duties of a presiding officer. In the absence of the Treasurer, the Chair is authorized to sign checks.
B. Vice-Chair. The Vice-Chair, in the absence of the Chair, shall preside at all meetings of the Board.
C. Secretary. The Secretary of the Board oversees the taking of the minutes, reviews the accuracy of the minutes of all meetings of the Board, and performs such other duties assigned by the Board.
D. Treasurer. The Treasurer shall be bonded adequately in accordance with §23-404 (b) of the Education Article. The Treasurer shall sign checks on the Library account as approved by the Executive Director. All financial records of the Library are maintained by the Executive Director.
Section 4.3 Standing Committees.
Standing committees shall be appointed by the Chair at the August meeting. The Chair shall serve as an ex officio member of all standing committees. Recommendations to the Board from the standing committees will be acted upon at Board meetings. The standing committees shall be:
A. Executive Committee. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary, Treasurer, and Past Chair of the Board. The Executive Director is an ex officio member. The Executive Committee shall call meetings at its discretion, gather information, and make recommendations to the Board. The Executive Committee shall not have the power to make a final decision on behalf of the Board. The executive committee shall review and set the agenda for meetings of the Board, may call special meetings and may make recommendations to the Board regarding the operation and affairs of the Library.
B. Nominating Committee. The Nominating Committee shall consist of the Past Chair, Chair, Vice-Chair, and any additional Trustees as the Chair deems proper. The Nominating Committee shall be charged with the responsibility of recommending an individual for each vacancy or expected vacancy of Trustees or Officers.
C. Executive Director’s Evaluation Committee. The Executive Director’s Evaluation Committee shall consist of the Past Chair, Chair, Vice-Chair, Treasurer, Secretary, and any additional Trustees as the Chair deems proper. The Evaluation Committee shall evaluate the Executive Director annually and prepare such report for presentation to the Board for approval at the August meeting.
D. Friends of the Wicomico Public Libraries Committee. The Friends of Wicomico Public Libraries Committee (“Friends Committee”) shall consist of any persons interested in increasing awareness and understanding of, as well as support for, the Wicomico Public Libraries through advocacy, and participation in special events. The Executive Director is an ex officio member. This Committee is subject to the fundraising policies established by the Board and conducts its business in accordance with the goals of the Board of Trustees.
E. The Community Outreach Committee. The Community Outreach Committee shall establish and recommend to the Executive Committee, for presentation to the Board, a written plan for raising public awareness of the services available from the Library. This plan shall include a process by which the plan is coordinated between the Board of Trustees, the Friends of the Library and the Foundation. The Committee shall thereafter meet at least once annually in September to review implementation of the plan and make recommendations to the Executive Committee regarding revisions to the plan. The Executive Director shall be an ex officio member of this committee and shall direct, in consultation with the committee chair, appropriate Library personnel to assist the committee in its work.
F. Ad Hoc Committees. The Board may establish ad hoc committees for the study and investigation of special problems and projects. Such committees shall serve until the completion of the work for which they were appointed.
G. Open Meeting Act Compliance Designated Trainee. The Chair shall designate at least one member or ex officio member to take training in the requirements of the Maryland Open Meeting Act. § 3-213(d).
ARTICLE V
EXECUTIVE DIRECTOR
Section 5.1 Appointment. The Board shall appoint a professional librarian as the Executive Director of the Library who shall serve at the pleasure of the Board. The Executive Director shall hold a Public Library Director Certification issued by the State Superintendent of Education.
Section 5.2 Duties.
A. Administration. The Executive Director shall act as the general executive officer of the Library and be responsible for the management of its operations in accordance with policies and directives approved by the Board. The Board may delegate to the Executive Director its authority to appoint necessary employees.
B. Proceedings. The Executive Director shall act as Executive Secretary to the Board, keep true account of the proceedings of the Board, issue all meeting notices in a timely manner, maintain all records of the Library, and perform such other duties as required by the Board and applicable law.
C. Budget and Financial Records. The Executive Director shall prepare an annual budget for the approval of the Board. Once approved, the Executive Director shall maintain said Budget and report on it in detail at each regular meeting of the Board. The Executive Director shall maintain all financial records of the Library.
D. Statistics. The Executive Director shall maintain current statistical data with regard to the operations of the Library and report on such data at the regular meetings of the Board.
E. Policy. The Executive Director shall inform the Board of any problems that do or could affect established policy with regard to the operation of the Library.
F. Director Pro Tempore. The Executive Director shall designate an appropriate, qualified member of the Library staff to act as Director pro tempore, subject to approval by the Board, should the Executive Director be temporarily incapacitated or otherwise unable to perform the duties of Executive Director.
G. Meetings. The Executive Director shall attend all regular Board meetings except those at which their appointment, salary or evaluation is to be discussed or decided.
ARTICLE VI
ETHICS
Section 6.1 Conflicts of Interest. Trustees shall not become involved in any activities that create a conflict of interest or the appearance of such. Trustees shall not participate in a matter with respect to which a conflict of interest may exist. Trustees shall not vote on any matter of immediate personal or financial interest or that of the Trustee’s client, spouse, dependent child, or affiliated business or entity. Trustees are subject to and shall not violate the provisions of the Ethical Standards of the Wicomico County Code, Chapter 37, as amended. (See Appendix, “Wicomico County Ethics.”)
Section 6.2 Prohibited Acts.
A. Gifts. Trustees shall refrain from soliciting or accepting gifts, gratuities or loans from individuals, organizations, or business concerns with which they have official relationships regarding library business. For purposes of this section, “gift” includes the transfer of anything of economic value, regardless of form, without adequate and lawful consideration.
B. Financial Interests. Trustees must not participate as an agent on behalf of the Board in any matter which, to their knowledge, would have a direct financial impact on them, their spouses or dependent children, or an entity with which they are affiliated.
C. Fees. Trustees shall not represent any party for any fee or contingent fee which may have an interest in the Board.
D. Advantage. Trustees shall not use the prestige of their trusteeship for their own benefit or that of another.
E. Confidential Information. Trustees shall not use any confidential information acquired in their capacity as Trustees to their own benefit or to the benefit of their client, spouse, dependent child, affiliated business or entity.
F. Impartiality. Trustees shall not hold any employment or business relationship that would impair their impartiality or independence of judgment with respect to matters of the Board.
G. Avoidance of Impropriety. Trustees shall at all times avoid the appearance of impropriety and refrain from any conduct which may reflect adversely upon the Library or the stated purposes of the Board and its constituent committees.
H. Neutrality. No part of the Library’s activities or funding shall be dedicated to propaganda, attempting to influence legislation, or participation or intervention in any political campaign on behalf of, or in opposition to, any candidate for public office. This section shall not be construed to prohibit the Library from lawfully participating in any process to obtain grants, funds or legislative support for its lawful purposes, including the development, improvement or expansion of its programs, staff, and physical environment.
Section 6.3 Procedure.
A. Prior Disclosure. Prior to the discussion of any matter over which the Board has jurisdiction or on which it will vote, the following procedures will be followed:
- A Trustee shall declare any personal or business interest, or other potential conflict of interest in the matter.
- Any Trustee present at a meeting may raise a possible conflict of interest of any Trustee and provide reasons for the claim. If a question arises concerning the existence of a conflict of interest, the matter shall be referred to the county attorney for referral to the Wicomico County Ethics Commission.
B. Actions on Non-Disclosure. If a Trustee fails to disclose a conflict of interest or such conflict is not determined prior to a final action of the Board, the Board, in consultation with the County Attorney, may take any lawful measures it deems necessary, including requesting referral of the matter to the Wicomico Ethics Commission; rescinding the prior action and calling for a new vote on the matter without the participation of the interested Trustee; and recommending removal of the Trustee. Any Trustee determined to have failed to disclose such conflict of interest shall be suspended from the Board pending an investigation by the Wicomico County Ethics Commission or pending consideration by the County Executive and County Council of any recommendation by the Board for immediate removal of the interested Trustee.
ARTICLE VII
LIABILITY AND IMMUNITY
Section 7.1 Immunity. The Board shall have all such immunities as are provided by law.
Section 7.2 Liability Insurance. The Board and its Trustees shall be adequately insured under a directors and officers general liability policy to be paid for by the Library.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended at any regular meeting of the Board by majority vote of a quorum of the entire Board, provided notice of the proposed amendment is given at the previous regular meeting of the Board and delivered to all Trustees not present at that previous regular meeting.
ARTICLE IX
CONSTRUCTION, SEVERABILITY
These Bylaws shall be construed so as to be consonant with the laws, regulations and ordinances of the State of Maryland and Wicomico County. If any provision of these Bylaws shall be determined to be invalid, the invalidity of any provision shall not render the remaining Bylaws invalid.
ADOPTION
A majority of the Board of Trustees of the Wicomico County Free Library duly approved and adopted the foregoing Bylaws at its regular meeting on December 21, 2021.
This document replaces the following:
- Rules of Procedure of the Wicomico County Free Library Board of Trustees originally adopted on June 11, 2002.
- Wicomico County Free Library Bylaws adopted February 10, 2009
Revised: June 19, 2018
Revised: August 20, 2020
Revised: December 21, 2021
Revised: August 15, 2023