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By-Laws

By-Laws of the Board of Trustees of the Queens Borough Public

 

Library

Adopted July 2, 1913, amended May 19, 1921, April 19, 1928 (Resolution 73), November 15, 1928 (Resolution 150), January 19, 1939 (Resolution 6), April 16, 1942 (Resolution 41), October 20, 1966 (Resolution 53,54), May 15, 1975, January 1, 1980, March 20, 1980, November 19, 1981, January 19, 1989, May 17, 1990, April 21, 1994, December 15, 1994, February 15, 1996, February 20, 1997, September 24, 2002, January 20, 2011, October 13, 2011, April 19, 2012, March 6, 2014, May 22, 2014.

ARTICLE I

Tenure of Office of Trustees

  1. The Board of Trustees shall consist of nineteen members appointed alternately by the Mayor of the City of New York and the President of the Borough of Queens.  In addition, the Mayor, the Speaker of the City Council, the Comptroller, the Public Advocate of the City of New York and the President of the Borough of Queens shall serve as members of the Board of Trustees by virtue of their respective offices.  Such ex-officio members may serve in person or by representatives designated in writing.

    Trustees, other than the ex-officio members, shall be divided into four classes of four members each and one class of three members.  Trustees shall serve for terms of five years each.

    All new appointments shall be made and vacancies filled by the Mayor and the President of the Borough of Queens alternately in accordance with the provisions of Section 3 and 9-a of the Act of Incorporation as amended.  Vacancies caused by the expiration of the term of office of any Trustee shall be filled by the appointment of a successor for a five year term.  Trustees shall continue to serve until the appointment of their respective successors.  The term of office of any successor Trustee shall be measured from the date of expiration of the term of the predecessor thereto.  Vacancies caused by the death, resignation, removal, or other termination of office of a Trustee, shall be filled for the unexpired portion of the term of office of such Trustee.

  2. In the event that any Trustee, other than the above mentioned Ex-officio members, shall fail to attend three successive regular meetings of the Board, and his/her absence is not excused by the Board, he shall cease to be a Trustee.

    Any Trustee desiring to be excused shall notify the President and Chief Executive Officer’s office in advance of any meeting of the Board or may also be excused by requesting, at the next successive meeting of the Board, that the minutes of the meeting be marked to reflect such excusal.  Any other failure to attend shall be deemed an absence.  This resolution shall supersede all previous resolutions.

  3. The Board of Trustees, by a two-thirds vote of all the members of the Board, shall with statement of cause have the power to remove any Trustee, other than the above-mentioned Ex-officio members, if, in the opinion of the Board, the welfare of the Corporation requires such action and such action is approved by the Mayor.

ARTICLE II

Meetings

  1. Regular meetings of the Board of Trustees shall be held on the third Thursday of each month, and at such place and hour as may from time to time be prescribed by the Board; provided that the Board may, by resolution, intermit the meetings in the months of July, August, and September, and, regular meetings may be held on another day during the month by resolution of the Board of Trustees.

    The Chairman of the Board or Administrative Committee may postpone meetings because of holidays or similar special reason, except that only one postponement may be made without action of a majority of the Board.

  2. Special meetings shall be held on the call of the Chairman of the Board or of any five Trustees.
  3. Ten Trustees shall constitute a quorum.
  4. In the absence of a quorum, the Trustees present may adjourn the meeting to a day fixed, notice of which shall be given by the secretary.
  5. Proceedings shall be conducted in the manner usual in deliberative bodies.  The presiding officer shall decide all questions of order, subject to appeal without debate.  The "ayes" and "nays" on any vote shall be entered on the minutes at the request of any Trustee present.
  6. The order of business shall be as follows:
    1. The call of the roll
    2. The minutes of the preceding meeting
    3. The report of the Chairman of the Board
    4. The reports of the committees
    5. The report of the President and Chief Executive Officer
    6. Nominations and elections
    7. Miscellaneous business
  7. This order of business may be changed or suspended during any meeting of the Board by unanimous consent of the Trustees present at such meeting.

  8. Vacancies among the officers shall be filled by an election by ballot at a regular meeting or special meeting, and a vote of a majority of the Trustees present shall be necessary to an election.No such vacancies shall be filled except after nomination at a preceding regular meeting or special meeting.
  9. No officer of this Board shall be elected for more than two consecutive terms for the same office.
  10. Ex-officio members and their representatives shall not vote on any matter, but may participate in all meetings and deliberations of the Board, both in public and executive session, except that nothing in this section shall permit Ex-officio members or their representatives who have not been qualified as “Independent Trustees”, as that term is defined herein, from deliberating, influencing or participating in any meetings (or portions thereof) relating to conflicts of interest, whistleblower and audit matters. Nothing in this section shall be interpreted to exempt Ex-officio members or their representatives from compliance with the conflicts of interest and the whistleblower policies adopted by the Board of Trustees (as from time to time hereafter amended, supplemented or superseded, “Conflicts of Interest Policy” and “Whistleblower Policy” respectively). In establishing a quorum or in establishing the number of votes needed to adopt any motion or take any action, Ex-officio members shall not be counted as members of the Board.
  11. Trustees may participate in meetings of the Board of Trustees or any committee thereof by means of a conference telephone or similar communications equipment, but such participation shall not constitute presence at the meeting for establishing a quorum or in establishing the number of votes needed to adopt any motion, and trustees shall not be permitted to vote or take any action.
  12. Notwithstanding any other provisions of these by-laws to the contrary, no Trustee or Ex-officio member, or their representative, shall be present at or participate or vote in any Board or Committee deliberations concerning, or attempt to influence the deliberation or voting upon, any matter with respect to the adoption or amendment of the Conflicts of Interest Policy, determinations of the Board of Trustees with respect to conflicts of interest, audit and whistleblower matters, or any applicable law or any policy adopted by the Board of Trustees that requires the Trustee or Ex-officio member, or their representative, not to be present, participate, vote or influence, except that the Board or applicable Committee may, to the extent otherwise permitted under applicable law or such policy, request the Trustee or Ex-officio member, or their representative, to provide information to the Board or Committee concerning the matter at a meeting of the Board or Committee prior to the commencement of deliberation or voting on the matter.

    (a) Without limiting the generality of the foregoing, no Trustee or Ex-officio member, or their representative, who has not been certified as an Independent Trustee, as provided in Section 12 of this Article II, shall be present at or participate or attempt to influence the deliberation or voting of the Audit Committee.

    (b) Without limiting the generality of the foregoing, no Trustee, or Ex-officio member, or their representative, who has not been certified as an Independent Trustee, as provided in Section 12 of this Article II, shall be present at or participate or vote in any Board of Trustees deliberations, or attempt to influence the deliberation or voting of the Board of Trustees, on matters reported by or recommended by the Audit Committee, or matters that have been charged to the Audit Committee in these By-Laws.

  13. For the avoidance of doubt, and notwithstanding any other provision of these by- laws to the contrary, no Trustee or Ex-officio member, or their representative, shall be an Independent Trustee for purposes of these by-laws unless the General Counsel of the Library, having received from the Trustee or Ex-officio member, or their representative, his or her most recent completed and executed Key Employee and Trustee Conflicts of Interest Disclosure Form (as defined in the Conflicts of Interest Policy), has certified to the Board of Trustees that the General Counsel has affirmatively determined that such Trustee or Ex-officio member, or their representative, is an Independent Trustee.
  14. Any action by the Corporation or its Board (or any committee thereof ) to  authorize any of the following shall require the prior affirmative vote of two-thirds of all the members of the Board (or of the committee taking such action):  the formation of an affiliated or subsidiary organization; the sale, transfer, or other disposition by the Corporation of interests in an affiliated or subsidiary organization; the transfer of control or management of the Corporation or of an affiliated or subsidiary organization to any third party not wholly owned or controlled by the Corporation; the liquidation and dissolution of the Corporation or an affiliated or subsidiary corporation: the sale, lease, transfer, or disposition of all or substantially all the assets of the Corporation or an affiliated or subsidiary corporation; the merger or consolidation of the Corporation or an affiliated or subsidiary organization; the adoption, amendment and/or restatement of the articles of incorporation, charter, bylaws, regulations, articles of organization, or other organizational contract or document of the Corporation including agreements with the State and City of New York or an affiliated or subsidiary organization (or the seeking or sponsoring any legislative act to accomplish the same).  For purposes of these By-Laws, an affiliated or subsidiary organization shall mean any organization with respect to which:  (i) the Corporation holds fifty percent (50%) or more of the ownership, membership, profits, or beneficial interests therein, directly or indirectly, or (ii) fifty percent (50%) or more of the directors, trustees, members, managers, or other governing body members are either designated representatives of or directly or indirectly controlled by the Corporation.

ARTICLE III

Chairman of the Board

The Chairman of the Board, who shall be a Trustee, shall be elected at the regular meeting in January of each year.  He/she shall preside at all meetings and shall have the usual powers of a presiding officer.

ARTICLE IV

 Vice-Chairman of the Board

The Vice-Chairman of the Board, who shall be a Trustee, shall be elected at the regular meeting in January of each year, and shall act as Chairman of the Board in the absence or disability of the Chairman of the Board.

ARTICLE V

Treasurer

Assistant Treasurer

  1. The Treasurer, who shall be a Trustee, shall be elected at the regular meeting in January of each year and shall hold office during the pleasure of the Board.
  2. The Treasurer shall receive and receipt for all moneys due to the Corporation; and shall make payment of all claims when properly audited or certified and not otherwise.
  3. The Treasurer shall cause all monies to be deposited, in the name of the Corporation, with banks or trust companies to be selected by the Board; such monies shall be subject to draft by the Treasurer when countersigned by an Administrative Officer.
  4. The Treasurer shall cause to be kept books and accounts of all monies received or paid on account of the Corporation, in such form and manner as shall be approved by the Finance and Investments Committee.
  5. The Treasurer shall cause a report to be made at the close of each fiscal year of all receipts and payments, and at each regular meeting of the Finance and Investments Committee shall cause to be submitted a statement showing in detail receipts and disbursements, with the resulting balances on hand.
  6. The books and accounts, and all papers pertaining to the Treasurer's office shall at all times be the property of the Corporation, and shall be subject to the order of the Trustees and to inspection and examination by the Finance and Investments Committee, or by any committee or person or persons authorized for that purpose by the Finance and Investments Committee or by the Board of Trustees.
  7. The Assistant Treasurer, who shall be a Trustee, shall be elected at the regular meeting in January of each year and shall hold office during the pleasure of the Board.
  8.  The Assistant Treasurer shall act as Treasurer in the absence or disability of the Treasurer with all the powers of the Treasurer.

ARTICLE VI

Secretary

  1. The Secretary, who shall be a Trustee, shall be elected at the regular meeting in January of each year and shall hold office during the pleasure of the Board.
  2. The Secretary shall cause to be sent notices of meetings of the Board, and shall cause its transactions to be recorded and its correspondence to be conducted by appropriate officials.
  3. The Secretary shall have custody of the Seal of the Corporation and shall affix the seal whenever instructed to do so by the Board of Trustees or by a standing committee. He/she shall also have the power, together with the Chairman of the Board, to execute, on behalf of the Corporation, and to affix the Seal of the Corporation to receipts, releases, and discharges for all monies received by the Corporation through gift or bequest, and leases of properties rented by or to the Corporation.

ARTICLE VII

Committees

  1. There shall be the following standing committees:
  2. (a) Administrative Committee
    (b) Buildings and Grounds Committee
    (c) Finance and Investments Committee
    (d) Labor Relations Committee
    (e) Committee on Standards
    (f) Insurance Committee
    (g) Committee on Technology
    (h) Security Committee

  3. The Administrative Committee shall consist of all past Chairmen of the Board, the current Chairman of the Board, Ex-officio, and the most senior officer of the Board of Trustees who is willing to serve on the Administrative Committee. The immediate past Chairman of the Board shall serve as the Administrative Committee Chair. If there be not a sufficient number of past Chairmen of the Board to complete a minimum of nine (9) committee members, including the Chairman of the Board, Ex-officio, then the Chairman of the Board shall select from among the most senior members of the Board the number required. If more than nine (9) Administrative Committee members are in attendance then voting shall be limited to the nine (9) Administrative Committee members with the least seniority on the Board of Trustees
  4. The Buildings and Grounds Committee shall consist of the Chairman of the Board, Ex-officio, and at least five, but no more than six Trustees to be appointed by the Chairman of the Board, subject to the approval of the Board.
  5. The Finance and Investments Committee shall consist of the Treasurer, Ex-officio, and of at least five, but no more than seven Trustees to be appointed by the President, subject to the approval of the Board. Members of the Finance and Investments Committee shall be selected from those on the Board who have an understanding of financial statements and investments.
  6. The Labor Relations Committee shall consist of the President, Ex-officio, and at least five, but no more than six Trustees to be appointed by the President, subject to the approval of the Board.
  7. The Committee on Standards shall consist of the President, Ex-officio, and at least five, but no more than six Trustees to be appointed by the President, subject to the approval of the Board.
  8. The Insurance Committee shall consist of the President, Ex-officio, and at least three, but no more than four Trustees to be appointed by the President, subject to the approval of the Board.
  9. The Committee on Technology shall consist of the President, Ex-officio, and at least five, but no more than six Trustees to be appointed by the President, subject to the approval of the Board.
  10. The Security Committee shall consist of the President, Ex-officio, and at least five, but no more than six Trustees to be appointed by the President, subject to the approval of the Board.
  11. The Audit Committee shall consist exclusively of certified Independent Trustees, including the Chairman of the Board, Ex-officio, (unless such Chairman of the Board is not an Independent Trustee), and at least four, but no more than five Independent Trustees to be appointed by the Chairman of the Board, subject to the approval of the Board. Members of the Audit Committee shall first be selected from those who have an accounting, financial, and business operations background. Prior to appointment, and during their term, all members of the Audit Committee must be certified as provided in Section 12 of Article II of these by-laws as Independent Trustees as defined in the Conflicts of Interest Policy or, if not defined in the Conflicts of Interest Policy, “Independent Directors” as defined in Section 102(a)(21) of the Not-For-Profit Corporation Law of the State of New York, as that may be from time to time amended, superseded or replaced (individually, an “Independent Trustee” and, in the plural, “Independent Trustees”).
  12. All vacancies occurring in the standing committees shall be filled by the President, subject to the approval of the Board.
  13. The committees shall each keep minutes of their proceedings, which minutes shall be submitted to the Board at its call. The actions of all committees shall be subject to the approval of the Board of Trustees, except that any committee may authorize any expenditure not to exceed $1,000 without authorization by the Board of Trustees.
  14. Special committees may be appointed or elected at any time. Such Committees shall be given a written charge and shall be dissolved upon completion of the charge as approved by the Board of Trustees.
  15. A Nominating Committee shall be elected at the November meeting. It shall consist of five members, two of whom shall be appointed by the President and three of whom shall be elected by the Board of Trustees.
  16. All reports of committees shall be in writing, and shall be received without motion for their reception. If recommending any action or expression of opinion by the Trustees, such reports shall be accompanied by the form of a resolution the Committee desires to have considered. All committees shall report their actions on matters referred to them.

ARTICLE VIII

Financial Administration

  1. No payments shall be made by the Treasurer except pursuant to appropriations made by the Board, or committee authorizations made pursuant to Article VII, 11.
  2. The fiscal year of the Corporation shall begin on the first day of July in each year to coincide with New York City Charter requirements.
  3. The Administrative Committee shall review all pertinent budgetary materials with the Director and review presentations of the Director concerning the same and shall recommend actions to the Board of Trustees concerning the same and the amounts required for carrying on the work of the Corporation during the fiscal year then next ensuing. Upon the adoption of the budget of the City of New York for the ensuing fiscal year, the Administrative Committee shall review the amount allocated to the Library and submit a budget to the Board of Trustees for approval.
  4. Nothing contained in these by-laws shall be construed to prevent the Board of Trustees from making special appropriations from the funds of the Corporation at any meeting.
  5. Funds received from the state of New York and from special endowing or gifts, shall be used only for the purpose for which they were provided.
  6. The Finance and Investments Committee shall, from time to time, make to the city authorities an accounting in such form and accompanied by such vouchers as may be requested by the Comptroller of the City of New York.

ARTICLE IX

Finance and Investments Committee

  1. The Finance and Investments Committee shall have general management of the finances of the Corporation subject to the control of the Board of Trustees.
  2. The Committee shall hold regular monthly meetings and shall enter on the minutes of its proceedings the Treasurer's monthly statements, and other matters pertaining to the financial business of the Corporation.
  3. The Committee shall examine the Treasurer's accounts at the close of each fiscal year and make such examination at any other times and as often as the committee shall think fit. The committee shall have power to employ an expert accountant to assist them in their examination of the accounts.
  4. The Committee shall recommend and implement investment policies for the Corporation.
  5. The Committee shall review and accept annual audited financial statements for the Corporation.
  6. The Committee shall review and recommend to the Board of Trustees the selection of financial institutions to handle the Corporation's banking, investments, and/or other financial services.

ARTICLE X

Administrative Committee

  1. The Administrative Committee shall have general charge of the administration of the affairs of the Corporation, and approve annually, a detailed estimate of the amounts required for the proper maintenance of the library during the next fiscal year, and regulate the imposing and collection of its fines and contributions subject to the approval of the Board.
  2. It shall fix salaries of appropriate personnel as approved by the Board.
  3. During the months which there are no regularly scheduled meetings of the Board, the Administrative Committee shall have and exercise the powers of the Board subject to the approval of the Board when it reconvenes.

ARTICLE XI

Labor Relations Committee

  1. The Labor Relations Committee shall advise the Board on all matters relating to labor relations.
  2. It shall review all union contracts entered into by the Corporation and submit same to the Board for approval.
  3. It shall oversee the negotiations of such contracts between the Corporation and such labor unions as may have been approved.
  4. It shall advise the Corporation on such matters as may spring from such bodies as the Commission on Human Rights, Department of Labor, (U.S.) Civil Service bodies, etc. regarding the rights of employees.

ARTICLE XII

Buildings and Grounds Committee

The Buildings and Grounds Committee shall establish policies for the care and maintenance of the library buildings and grounds and approve such sites for additional library buildings as may be deemed necessary for the use of the Corporation; oversee the maintenance and rehabilitation of libraries of the Corporation; approve the location and opening of new libraries in rented quarters, and approve leases therefor.  All subject to approval of the Board.

ARTICLE XIII

Committee on Standards

    • The Committee on Standards shall be responsible for those matters affecting the Trustees as Trustees of the Corporation, except that issues relating to Trustee conflicts of interest and Trustee whistleblower matters are the sole responsibility of the Audit Committee.
    1. It shall oversee the orientation of all new Trustees.
    2. It shall make recommendations regarding the appointment of new Trustees and the reappointment or removal of Trustees.
    3. It shall review the by-laws periodically and recommend revisions thereof.
    4. It shall plan the Trustees annual dinner and recommend recipients of awards established by the Board of Trustees; and plan for the appropriate recognition of Trustees retiring from the Board.

ARTICLE XIV

Insurance Committee

The Insurance Committee shall be responsible for those matters affecting the Corporation's liability, property, worker's compensation, and such other insurance as may be necessary to manage risk and protect the assets of the Corporation; shall review and recommend selection of appropriate carriers and other agents to serve on behalf of the Corporation in matters of insurance and risk management.

ARTICLE XV

Committee on Technology

The Committee on Technology shall advise the Board on strategies which ensure that the people in Queens can access the information, ideas, and knowledge that they need and want to enhance their lives through their community library, from their home, their office, or their school, through a state of the art system of electronic access, video-conferencing, and voice activated communications linking them to the resources of the Queens Library and to the world through Internet.

ARTICLE XVI

Security Committee


The Security Committee shall:

  1. 1. Advise the Board on policies relating to the protection of Library employees, customers, physical assets and collections.
  2. 2. Advise the Board on such matters as may be legislated by local, state, or federal authorities that my impact on the Library regarding the protection of Library employees, customers, physical assets and collections.
  3. 3. Review the reports of the Director concerning the protection of Library employees, customers, physical assets, and collections and make recommendations regarding such reports to the Board of Trustees.

ARTICLE XVII

Audit Committee


The Audit Committee shall:

  1. Consist in its entirety of Trustees who are Independent Trustees.
  2. Assist the Board in providing oversight of the internal and external audit functions, including the appointment of the internal and external auditors.
  3. Exercise and discharge the audit oversight powers and responsibilities of a “designated audit committee” as contemplated by Section 712-a of the Not-For-Profit Corporation Law, as from time to time hereafter amended, supplemented or superseded.
  4. Serve in a role that is advisory to the Board of Trustees and any recommendations it provides to the Board of Trustees shall not be substituted for any required review and acceptance by the Board of Trustees, except as may otherwise be provided in the Conflicts of Interest Policy (as from time to time hereafter amended, supplemented or superseded) or in any other applicable policy adopted by the Board of Trustees.
  5. Oversee the Library’s response to legal proceedings involving financial information and business records, and official inquiries regarding financial information and business records.
  6. Carry out its duties pursuant to an Audit Committee Policy which shall be subject to review and approval by the Board of Trustees.
  7. Exercise exclusively the powers delegated to the Audit Committee by the Board of Trustees with respect to matters coming within the Library’s Conflicts of Interest Policy, its Whistleblower Policy and any other matter expressly delegated to the Audit Committee.
  8. Deliberate and vote on matters concerning the Library’s Conflicts of Interest and Whistleblower Policies, and make appropriate recommendations to the full Board of Trustees, provided however, that any vote by the Board of Trustees on matters recommended by the Audit Committee that concern either such policy shall be made only by Board of Trustees members who are Independent Trustees.
  9. From time to time report to the Board of Trustees on its activities pursuant to this Article XVII.
  10. Conduct its meetings only if a quorum of the Committee is present. A quorum shall be attendance in person of three Committee members.

ARTICLE XVIII

President and Chief Executive Officer

  1. The salaried head of the Library system shall be known as the President and Chief Executive Officer.  He/she shall have, subject to the approval of the Board and the committees of the Board having jurisdiction, general control and direction of the employees, business affairs, and administration of the library system; he/she shall also perform such duties as he/she may be directed to perform by the Board of Trustees.
  2. All communications to the Board and matters of administration to be considered by the Board or its committees shall be submitted to the Board or committees by the President and Chief Executive Officer with such information or recommendation with respect thereto as he/she may deem necessary. The President and Chief Executive Officer may require the attendance of that head of department at the meeting of the committee which administers the affairs of the respective department.
  3. The President and Chief Executive Officer shall be held responsible for the proper performance of their duties by the respective heads of the departments and shall have the power and authority to require reports on the details of the work of the several departments as he/she may deem necessary and desirable.
  4. The President and Chief Executive Officer shall, under the supervision of the Board, prepare the Annual Report.
  5. It shall be the duty of the President and Chief Executive Officer to attend all meetings of the Board and committees of the Board, including budget hearings, or other municipal meetings where action may be taken affecting the interests of the Library.

ARTICLE XIX

Indemnification

  1. The Trustees (other than the Ex-officio members), and any former Trustees, Officers, the President and Chief Executive Officer, the Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel and the Department Heads shall be indemnified and defended with respect to any claim or action arising out of the performance of his or her duties as such Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel or Department Head provided that such indemnification shall not limit or eliminate the liability of such Trustees, Officers, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, or Department Head in the event that such acts were not taken in good faith.  Such indemnification may be by insurance or otherwise out of such funds as may be appropriated in accordance with this Article.
  2. If any claim or action not covered by insurance is instituted against a Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, or Department Head allegedly arising out of an act of omission within the scope of his or her duties as such Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel,  or Department Head, the Queens Borough Public Library shall at the request of such Trustee, Officer,  President and Chief Executive Officer,  Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, or Department Head:
    1. Appear and defend against the claim or action; and
    2. Pay or indemnify the Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, or Department Head for a judgment and court costs based on such claim or action, provided there shall be no indemnification for any portion of a judgment representing an award of punitive or exemplary damages; and
    3. Pay or indemnify the Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, or Department Head for a compromise or settlement of such claims or action providing the settlement is approved by the Board of Trustees of this Library.
    4. For the purpose of this section, the term Officer shall include both elected and appointed officers. The terms Trustee, Officer, President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Human Resources Officer, General Counsel, and Department Head shall also include former Trustees, Officers, Directors, Deputy Directors and Department Heads.
    5. The terms of this Article shall not apply if the Board of Trustees finds that the claim or action is based on malicious, willful or criminal misconduct. In such case the action to be taken by the Board of Trustees will be determined after an investigation of the facts.

ARTICLE XX

Amendments

These by-laws may be amended or added to at a regular meeting of the Board of Trustees, by a two-thirds vote of the Trustees, but only after the substance of the proposed amendment or addition has been submitted in writing at a regular or special meeting, and notice thereof has been given in the notice of meeting at which it is to be considered.