Bylaws

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Article I. Identifications

We are the Central Minnesota Libraries Exchange (CMLE). We serve libraries located in the counties of Aitkin, Benton, Chisago, Isanti, Kanabec, Mille Lacs, Morrison, Pine, Sherburne, Stearns, Todd, and Wright, and existing by virtue of the provisions of 34.351 Multicounty, Multitype Previous Library Systems. 

Article II. ORGANIZATION

Section 1. Purpose

The purpose of the Central Minnesota Libraries Exchange is to encourage, develop, and expand cooperative activities among all libraries; such activities to include but not be limited to sharing of resources, strategic planning for cooperative programs, a delivery system for services and programs, a bibliographic database, and a communications system.

Article III. GOVERNING BOARD

Section 1. Governing Board Membership

Subdivision 1. Number and Type

The governing body of the Central Minnesota Libraries Exchange is composed of nine members. Five of the members shall be citizen representatives representing the East Central Regional Library System and the Great River Regional Library System. The number of representatives from each library system shall be determined in proportion to population, with a minimum of two citizen representatives from the East Central Regional Library System. Four of the Governing Board members shall be library workers representing each of the following four types of libraries: academic libraries, public regional libraries, school media centers and special libraries.  

Subdivision 2. Citizen members

The five citizen members shall be selected through a process of advertisement, application and/or appointment by the Regional Public Library Boards. Regional Public Library Boards may solicit applications through the newspaper or through nomination by Library Board members. Each Library Board may select its representatives through election or appointment as determined by the Library Board. Alternates for each Board shall be chosen in the same manner.

Subdivision 3. Library members

Library members, and alternates, are selected by an individual process, decided by each group by library type. Nomination and election and term of representatives shall remain within each library type. 

Subdivision 4. Term of Office

The term of office of Governing Board members shall be two years. No Governing Board member shall serve more than three full consecutive terms. A former Board member can be reappointed after a lapse of one year. If a member is appointed to serve an unexpired term of office, it shall be considered a full term of office.

Board terms will run with the CMLE fiscal year, not the calendar year. 

Subdivision 5. Disqualifications, Vacancies

When any Governing Board member fails to attend at least three consecutive meetings of the Board, the Board shall declare the position vacant, unless an alternate member has attended in his/her place. 

If the member vacating the position is a citizen member, it shall be the duty of the president to notify the appointing regional public library system board of the vacancy. The library board will appoint a replacement to serve until the next annual meeting. 

If a library representative member vacates his/her position, a replacement shall be selected by their library type.  

Section 2. Governing Board Officers

Subdivision 1. Selection of Officers

Officers of the Board shall be a president, vice-president, secretary, and treasurer. Officers shall be elected at the first meeting of the fiscal year. An officer may succeed himself/herself. Vacancies in office shall be filled by vote at the next regular meeting of the Board after the vacancy occurs.

Subdivision 2. Duties of Officers

The president shall preside at meetings and perform such other duties as custom and law devolve upon the president. In the absence or disability of the treasurer, the president shall sign vouchers for disbursements from the system fund.

The vice-president shall assume the duties of the president in the event of the absence or disability of the president.

The secretary shall keep an accurate record of all proceedings of the Board meetings.

The treasurer shall be responsible for the accounting of Central Minnesota Libraries Exchange receipts and expenditures and the signing of vouchers for disbursements from the system funds.

Section 3. Meetings of the Governing Board

Subdivision 1. Regular Meetings

The Central Minnesota Libraries Exchange Governing Board shall meet at least semi-annually at a time and place designated at the preceding meeting. Four meetings per year is considered optimum. The fall meeting shall be the annual meeting. Attendance requirements may be met through telecommunications.

Subdivision 2. Special Meetings

Special meetings of the Board may be called by the president, or upon written request of four members, for the transaction of business as stated in the meeting request. Notice stating the time and place of any special meeting and the purpose for which called shall be made public and given to each member of the Governing Board at least seven days in advance of the meeting.

Subdivision 3. Quorum

A quorum for transaction of business shall consist of a majority present of the duly appointed members.

Subdivision 4. Order of Business at regular meetings shall be:

  • Call to order and roll call of members
  • Petitions to the chair
  • Visitors acknowledged
  • Adopt/amend the agenda
  • Minutes
  • Approval of bills
  • Financial report
  • President’s report
  • Director’s report
  • Staff reports
  • Governing Board Committee reports
  • Communications
  • Old Business
  • New Business
  • Adjournment

Subdivision 5. Parliamentary Authority

Robert’s Rules of Order, latest revised edition, shall govern the parliamentary procedure of the meetings.

Article IV. COMMITTEES OF THE GOVERNING BOARD

The Governing Board may establish any necessary committees, and membership on such committees, with the exception of the Executive Committee, is not limited to members of the existing Board. Members of committees established by the Board will be appointed by the President.

Subdivision 1. Executive Committee

The Executive Committee shall be comprised of the elected officers of the Governing Board.

An Executive Committee shall have and exercise in the intervals between regular meetings all the powers of the full board except to:

  • Set an annual operating budget and/or;
  • Overturn decision(s) which were previously enacted by a majority vote of the full Board.

The Executive Committee shall have the authority of the Governing Board in the management of the business of the organization in the intervals between meetings of the Governing Board and shall at all times be subject to the Governing Board.

Article V. PERSONNEL

The Governing Board may hire an administrator and other staff as may be necessary to carry out policies adopted by the Board.

Article VI. PER DIEM, MILEAGE, AND EXPENSES

Board members and/or designated alternates will be reimbursed for attendance at CMLE meetings and for actual mileage to attend CMLE meetings. Mileage rate for Board reimbursement is set as the annual IRS rate, OR the per diem at $20 per meeting.

Article VII. DISSOLUTION CLAUSE

Upon the dissolution of the association, the Governing Board shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the assets exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Governing Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article VIII. AMENDMENTS

These bylaws may be amended at any regular meeting of the Board with a quorum present, by majority vote of the members present, providing the amendment was stated at the preceding meeting.

  • Adopted January 17, 1980
  • Amended September 15, 1980
  • Amended December 11, 1980
  • Amended March 11, 1982
  • Amended June 20, 1984
  • Amended February 20, 1997
  • Amended April 8, 2002
  • Amended May 4, 2012
  • Amended September 29, 2015
  • Amended June 1, 2022
  • Amended January 11, 2023

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