Board of Library Trustees (BOLT) Governance Committee February 7, 2020

Board of Library Trustees (BOLT)
Governance Committee
February 7, 2020
12:00 PM
Main Library Conference Center, G4
303 North Laura Street
Jacksonville, FL 32202

Committee Members Present:
Jill Dame, Committee Chair
Virginia Haworth, Trustee
Donnie Horner, Trustee
Ronnie King, Trustee
Fernando Meza, Trustee
Mario Payne, Trustee
Carlo Fassi, BOLT Chair, Ex Officio

Committee Members Absent:

Others in Attendance:
Tim Rogers, Library Director

Call to Order
Committee Chair Jill Dame called the meeting to order at 12:07pm with all members except Trustee Ronnie King in attendance.

Introductions of Members and Invited Guests
No guests attended, and the members – all being acquainted – dispensed with introductions.

Opening Call for Public Comment
No cards were submitted for public comment.

Governance Committee Minutes
Library Director Tim Rogers explained that there was an administrative issue with the minutes from the January 24th meeting, and requested that consideration be tabled until the next meeting.  Committee members consented to table the item until the March 6th meeting of the Committee.

Trustee King joined the meeting at 12:15pm

New Business - Suggested Revision of the Bylaws
Committee Chair Dame described a meeting she had with Library Director Rogers during which the redline document provided to the Committee was created.  She walked the Committee through the redline document, noting each change and explaining the rationale.  
Trustee King asked if additional language was needed in Article VII, Section 1 to clarify that the direction, management and oversight of the library staff was the responsibility of the Library Director, and that the BOLT delegates all responsibility to that position.  After discussion, the group agreed that the language seemed adequate to convey that sentiment.

The group raised several questions about Article IX, “Amendment,” attempting to determine if the language made it too difficult or too easy to amend the bylaws.  Specifically, it was mentioned that though a simple majority of all voting members was required, in cases where the BOLT only had a quorum in attendance, the vote to amend would need to be unanimous.  Other models were discussed including two-thirds or even three-fourths of a meetings attendees, but in the end, the group retained the current language, except as related to the dates of review and presentation, which were changed as listed below in item 16.

Several additional changes were made to the redline document and included in an edited version of the Change Matrix.  They were:

1.    Line 13:  add the text from Lines 209 through the sentence ending in the middle of Line 213 (“Authority of the BOLT: The BOLT shall have authority to receive, accept and exercise control over funds, property, gifts, legacies, or devises now and hereafter granted to the library or its predecessor libraries and agencies for the purpose of establishing and maintaining a free public library in and for the consolidated government and its citizens. The BOLT shall be responsible for the administration of the Library and its services.”) as “Section 3.”
2.    Line 19:  substitute “Duval County” for “the County.”
3.    Line 37:  add “who shall notify the Mayor’s Office” at the end of the sentence.
4.    Line 120:  add “The BOLT Chairperson shall count toward a quorum,” prior to the sentence beginning “If a quorum is not present at any meeting …”
5.    Line 122:  remove the word “both.”
6.    Line 123: change to “count toward a quorum and may vote.”
7.    Line 166:  add “a) Finance Committee – Reviews the financial position of the library system and makes reports and recommendations for a sound, feasible program for financing its costs.  The Finance Committee shall develop and recommend to the full BOLT for its action annual budgets for the fiscal year.”
8.    Line 172:  add “b) Personnel Committee – Responsible for the selection and hiring process of the Library Director.  The Personnel Committee shall be responsible for developing a process to be used by the full BOLT to annually evaluate the performance of the Library Director.”
9.    Line 177:  add “c) Governance Committee – Reviews policy issues and ideas related to the governance of the library system.  The Governance Committee shall be responsible for regularly reviewing customer communications and feedback, identifying policy issues, reviewing policy options and implications, presenting those options to the full BOLT for its action.”
10.    Line 184:  add “d) Nominating Committee – Prepares a slate of officers as well as a representative from the BOLT to serve as an ex officio member of the Board of Directors of the Jacksonville Public Library Foundation, for presentation – when possible – at the regular July meeting.
11.    Line 189:  add “e) Capital Improvements Committee – Explores, recommends and pursues goals, methods and contacts for advocacy of library related capital projects and improvements.”
12.    Line 209-213: remove section noted above in Change 1.
13.    Line 234:  capitalize “Mayor.”
14.    Line 252:  add “and” between “duties” and “expectations.”
15.    Line 286: add “support the” between “to” and “ongoing”
16.    Line 302:  correct spelling to read “No group may use the name ‘Jacksonville Public Library’ or the name of any named space …”
17.    Line 334-335:  change to read “the Governance Committee, with a final draft of any proposed changes presented to the BOLT for review and approval.”

Trustee Donnie Horner asked what would be the impact of failing to follow the bylaws.  Committee Chair Dame responded that there may be no specific impact, however, decisions made as a result of mistakenly not following the bylaws could require the BOLT to readdress issues thought to be resolved.  

Trustee Virginia Haworth asked if each of the items referenced in the bylaws retained the language from municipal code or state statute, for example that a trustee’s appointment “may hold over” v “shall hold over.”  Library Director Rogers stated that if the bylaws differ from the legislative language, the BOLT should change the bylaws to mirror the referring legislation. 

Trustee Fernando Meza made a motion to recommend the bylaws to the BOLT for approval as edited, pending sign-off from the Office of General Counsel.  Trustee King seconded.  Approved, unanimous consent.

Unfinished Business
Committee Chair Dame noted that at the March meeting the group would be discussing several policies, including the new Programming Policy.  Additionally, the group will continue the discussion about the Skinner Parking proposal and review the customer communications and survey responses. 

Final Call for Public Comment
No cards were submitted for public comment.

The meeting adjourned at 12:50pm.

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