PACIFIC LIBRARY PARTNERSHIP
These several independent library joint powers agencies, having formed the Pacific Library Partnership by a Joint Exercise of Powers Agreement between the Peninsula Library System Joint Powers Agency, the Monterey Bay Area Cooperative Library System Joint Powers Agency, the Bay Area Library and Information System Joint Powers Agency and the Silicon Valley Library System Joint Powers Agency (“Agreement)”), and under terms of the California Library Services Act, do hereby accept the following Bylaws for governing the structure, operation, and management of the Joint Powers Agency they have formed.
ARTICLE II. POWERS
Said entity shall have the powers of each of its parties, granted to them under the Government and Education Codes of the State of California and the Joint Powers Agreement, and such other powers as may be necessary to accomplish the purposes of the Agreement.
ARTICLE III. OBJECTIVES
The objectives of PLP shall be to implement and achieve the Plan of Service agreed upon by the members consistent with the provisions of the California Library Services Act (Education Code §§18700 et.seq.) and the California Government Code, sections 6500-6578 (Joint Exercise of Powers), and to provide cooperative library services to better serve the residents of the several counties within which the members operate, in a manner consistent with and in furtherance of the objectives of those laws, and the Agreement.
ARTICLE IV. MEMBERSHIP
Any cooperative library system which has the power to provide library services and is organized as a joint powers agency may join PLP upon its application and upon the consent of the Administrative Council, provided that such party has agreed to abide by all the terms of the Joint Exercise of Powers Agreement and these Bylaws.
ARTICLE V. ADMINISTRATIVE COUNCIL
The PLP shall be governed by an Administrative Council, hereinafter called Council, composed of all of the library directors of library agencies constituting each member hereof, each of whom shall have one vote. Additional non-voting members may be invited to attend and participate in Council discussion.
The Council, meeting at least one time per year, shall have all of the powers of PLP and shall be responsible for taking action on those items listed in Agreement Section III(c)(2), and those described in Education Code section 18747.
ARTICLE VI. COMMITTEES AND BOARDS
Section 1. Executive Committee
Each party will have two representatives, and these representatives, of which two will be Chair and Vice Chair, shall constitute the Executive Committee of PLP. The Executive Committee shall be responsible for the day- to- day operations of PLP, and shall between Committee meetings act through the President, and in his/her absence, the Vice President. The Executive Committee shall meet at least quarterly, and all meetings shall be subject to the Brown Act. The Executive Committee shall have all necessary powers and authorities to take such actions as are necessary for the operation of PLP excepting only those matters reserved to the Council. In addition, the Committee shall have authority to adopt interpretations of these Bylaws and of the Agreement, which upon reasonable notice to members shall be binding, except as disallowed by vote of the Council.
Section 2. Finance Committee
There shall be a Finance Committee, the membership of which shall include the CFO and the agency acting as Treasurer/Controller. The charge of the Finance Committee shall include budget recommendations to the Executive Committee.
Section 3. Advisory Board
The System Advisory Board will continue in its current format for a two- year period with the goal of transitioning to a PLP System Advisory Board with one representative from each party by July 1, 2011. Guidelines will be developed by the PLP Executive Committee to ensure a well-informed Advisory Board and to establish an interim process for July 1, 2009, until July 1, 2011. The duties of the Advisory Board will include but not be limited to assisting the PLP Council in the development of its Plan of Service, advising the Council on the need for services and programs, and assisting in the evaluation of the services provided by the PLP. Pursuant to CSLA regulations, the term of any representative of the Advisory Board shall be two years, and representatives shall serve no more than two consecutive terms.
The Council shall establish such other standing committees and ad hoc as it deems necessary, indicating their objectives and responsibilities.
ARTICLE VII. OFFICERS AND DUTIES
Section 1. Officers
a. The Council officers shall be a President and a Vice President, who shall be elected from among those constituting the Council at an annual meeting.
The Council shall be responsible for selecting employees to serve as PLP Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) upon any vacancy in those offices, which are presently held by CEO Linda Crowe and CFO Donna Truong.
Section 2. Duties
a. The President shall preside at all meetings of the Council.
b. The President shall appoint representatives to committees authorized by the Council.
c. The President shall oversee the activities of the CEO as directed by the Council.
d. The Vice President shall serve as President in the absence of the President.
e. The CFO shall be the liaison with the Finance Committee, under supervision of the President.
The CFO shall keep proper financial records, make and account for all receipts and disbursements as approved by the Council, make financial reports, and perform all other duties set forth in the Agreement and Bylaws, and as required by laws and regulations of the State of California.
The President and Vice President of PLP shall be elected from among the Executive Committee members at the annual meeting of the Council to serve for one (1) fiscal year or until their successors have been elected. No elected officer shall be eligible to serve more than two (2) consecutive terms in the same office.
a. The President shall appoint a Nominating Committee of two (2) representatives of the Executive Committee not later than April.
b. The Nominating Committee shall select a slate of candidates from the continuing members of the Executive Committee for the offices of President and Vice President.
c. The Nominating Committee report shall be disseminated to all members of the Council at least thirty (30) days prior to an election.
d. Nominations from the floor shall be accepted if the person nominated has been notified and agreed to have his/her name placed in nomination.
If the office of President becomes vacant, the Vice President shall serve for the unexpired term. If the office of Vice President becomes vacant, the Nominating Committee shall proceed to select a slate of candidates as provided in Section 5 of this Article, and a special election may be held to fill the office for the unexpired term via ballot or any other fair process.
ARTICLE VIII. COUNCIL MEETINGS AND QUORUM
Section 1. Regular Meetings
Regular meetings of the Council shall be held at least annually. Changes in the meeting dates may be determined by a poll of the members directed by the President by any means of communication deemed acceptable. All meetings of the Council shall comply with the Brown Act.
Section 2. Non-Participation
If a party is not represented at three (3) consecutive meetings, this shall be called to the attention of the appropriate authority of that party and/or governing body.
Section 3. Notice and Agenda
Notice and agenda of each meeting of the Council shall be in writing and transmitted to each member at least five (5) days prior to each meeting.
Section 4. Special Meetings
Special meetings of the Council may be called by the President or the Vice President in the absence of the President whenever he/she deems it necessary or at the request of a majority of the Council or Executive Committee. Notice of such meetings must be at least three (3) days prior to the date of the meeting.
Section 5. Voting at Annual Meeting
A majority of the members of the Council shall constitute a quorum for the transaction of the business. Each Council member shall have one vote. The affirmative vote of a majority of those voting members present shall be necessary for all action.
ARTICLE IX. FISCAL YEAR
The fiscal year of PLP commences on July 1 and ends on June 30.
ARTICLE X. POWERS AND DUTIES OF CEO
The CEO shall be responsible for planning, organizing, staffing, directing, coordinating, reporting, and budgeting of PLP. The CEO shall report to and be responsible to the Council, the Executive Committee, and between meetings, to the President. All other PLP employees shall report to and be supervised by the CEO. The CEO or his/her designate shall serve as an ex officio member on all System committees.
ARTICLE XI. PARLIAMENTARY AUTHORITY
Parliamentary Authority for PLP shall be Roberts Rules of Order, latest edition.
ARTICLE XII. AMENDMENT
These Bylaws may be amended at the annual meeting of the Council or special meeting by a majority of the entire Council, providing that the amendment has been submitted to the members at least five (5) days in advance and is a part of the agenda for the meeting.