Conduct and Meeting Guidelines

Annual Cycle of City Library Events

The board sets the date of its annual meeting.

Annual Cycle of District Library Events

Because district library trustees are elected to an independent taxing district, the cycle of the year is guided by Idaho Code. The annual meeting of a district library board is the first regular meeting in June.

Board Bylaws

The library board sets library policy to guide the decision making of the library’s staff.

Just as important are the board’s bylaws⁷, the rules that govern how the board operates. Boards that create good bylaws for themselves can operate with greater efficiency, consistency, and objectivity.

Bylaws describe the offices of the board, duties of each office, the rules under which regular and special meetings will be held, the standing committees of the board (if any), and any other permanent operating procedures for the board itself. Below are some links to examples of bylaws for city libraries and for district libraries.

The examples below will help public libraries get started with their own bylaws.

Resources & Examples

• Boise Public Library Board Bylaws (a city library)
• Meridian Library District Board Bylaws (a district library)
• Latah County Library District Board Bylaws (a district library)

The Board Meeting

The focal point of the duties and powers of the library board is the board meeting.
There are two reasons for this:

1. Individual board members have no legal authority over the library. An individual board member should not, and cannot legally, tell the library’s director to change a policy. When such a change is desired, it must be brought before the board as a whole.
2. The board only has authority when it makes a group decision in a legally constituted meeting. Discussion by a quorum of the board in a meeting that does not meet the requirements of Idaho Open Meeting Law, is unlawful, and could result in a successful lawsuit against the board and its individual members.

The library board’s power, then, comes into being only when its members meet in a public board meeting held according to the provisions of Idaho’s Open Meeting Law. Additional resources in this part of the guide will include information on how board meetings can be run smoothly and efficiently. The board’s meeting should:

• Be as productive as possible.
• Deal only with appropriate issues.
• Clearly define the difference between the functions of the board and those of the library director.

A board’s bylaws provide the general structure for its work. It is important to make certain that all members of the board understand their specific roles, assignments, and the expectations for all officers and committees.

General Guidelines

• The library director is present at all board meetings, including executive sessions, except when his or her tenure or evaluation is being discussed [I.C. §§ 33-2608 and 33-2721].
• The board elects a new chairperson and other officers at its annual meeting [I.C. §§ 33-2606 and 33-2719].
• Trustees rotate leadership responsibilities to create a stronger board. Each trustee should have the opportunity to hold office.
• Board meetings are planned on a regular, annual schedule as listed in the bylaws. In order to save time — and for transparency in government — the board can select specific dates, times, and meeting locations six to 12 months in advance.
• Each trustee informs the chairperson — preferably in advance — when unable to attend and states the reason.
• The board follows procedures for conducting business meetings as outlined in the board’s accepted parliamentary authority, such as The American Institute of Parliamentarians Standard Code of Parliamentary Procedure. If this seems too formal, the chairperson devises a specific order of business that maintains an orderly flow for the meetings.
• The board keeps an archival file of board minutes in the library. Individual board members retain current minutes in their trustee notebooks. It is also a great idea to post the minutes of library board meetings on the library’s website, both for ease of access and as a form of redundant storage.
• To provide an opportunity for careful study of a particular issue, the board holds working board sessions and committee meetings. The committee’s findings are then presented to the full board at a regular or special board meeting, where the full board makes the final decision and votes.
• Committees, and working groups remember that they issue recommendations to the board but do not make decisions. Written committee reports distributed before the board meetings are most-effective.
• Committees, boards, and working groups follow all the provisions of Idaho’s Open Meeting Law. For more information, see the Idaho Open Meeting Law Manual, published by the Office of the Attorney General.

Two Potential Pitfalls of Board Meetings

Although it is at board meetings where the most important work of the board is accomplished, board meetings are also the place where many good board members lose their enthusiasm for the job.

1. The Wandering Board: A board meeting may wander from one topic to another with little or no action being taken, and with many irrelevant side issues being discussed. When board meetings are like this, members come away feeling that their time has been wasted. When this occurs at meeting after meeting, many good members will consider membership on the board to be a waste of their valuable time.
2. The Hurried Board: The second problem is the opposite of the first, but the result is the same. Here, the board meeting is dominated by a desire to get done “on time.” Important issues that deserve discussion are passed over in a cursory manner because members are not willing to give enough time to the meeting. Again, good board members may feel frustrated by this situation, because important decisions are made with little discussion or reflection.

Guidelines for the Board Chairperson

Before the Meeting

• The Chairperson — or simply Chair — plans the meeting carefully:
  • When?
  • Where?
  • What?
  • Why?
  • Who?
• He or she solicits input from the library’s director to prepare a timed agenda in advance, allowing adequate time for the items listed. An agenda is a list or outline of things to be considered or done by the board members.
• The library’s director mails or emails the board packet as far as possible in advance of the meeting or delegates this task to a trusted staff member. The packet contains items that include the agenda, related reports, list of bills that need to be paid, latest statistics, and director’s report.
• The library director or trusted designee then posts meeting and agenda notice of the meeting in a prominent place at the principal office of the library or at the building where the meeting is to be held. Requirements for giving notice of a public meeting are listed in I.C. § 74-204.

To Begin the Meeting

• The meeting always begins on time with a call to order, an announcement by the board chair that the meeting is beginning. The call to order includes an announcement of the time the meeting begins.
• The call to order is followed by a roll call. This is important, I.C. § 74-205(1)(a) requires that the written minutes of a public meeting contain a list of all members of the governing body present.
• The roll call is followed by the introduction of visitors and/or new board members.
• Review, revise, and approve agenda. An agenda may be amended after the start of a meeting upon a motion that states the reason for the amendment and states the good faith reason the agenda item was not included in the original agenda posting [I.C. § 74-204(4)(c)].
• Once the agenda has been approved, the meeting proceeds, and the agenda is followed as approved.
• Approve consent agenda⁸
  • This can involve reading, correcting, approving, or disposing of minutes of previous meetings
  • Reports of officers
  • Reports of standing committees
  • Reports of special committees
• Verbal reports if pulled from consent agenda

During Meeting

• Focus on issues at hand
• Follow agenda and established order of business as stated in the board’s bylaws
• Establish action items: who, what, when

End Meeting

• Review and evaluate meeting progress, decisions, next steps
• Announce next meeting and develop preliminary agenda
• Adjourn meeting officially

After Meeting

• Ensure that minutes are compiled and sent to board members
• Follow up on action items
• Begin planning for next meeting

Agenda Development

A meeting agenda, or order of business, is a blueprint of how the meeting is going to be run.

The meeting announcement should include the agenda and the issues that will be discussed under each heading.

A type order of business for a library board is:

1. Call to order
2. Roll call
3. Introduction of visitors and/or new board members
4. Approval of agenda
5. Consent agenda
   • Reading, correcting, approving, or disposing of minutes of previous meetings
   • Reports of officers
   • Reports of standing committees
   • Reports of special committees
6. Verbal reports if pulled from consent agenda
7. Unfinished business
8. New business
9. Announcements
10. Questions and comments from the public (optional)
11. Adjournment

Call to order — This is the official beginning of the meeting. The chair calls the meeting to order, and a roll call of the members is taken. The secretary reports in the minutes the precise starting time of the meeting and the names of the members who were present when the meeting began. (If members arrive or leave during the course of the meeting, this is noted in the minutes at the point where the member arrived or left.)

Approval of agenda — This procedure is usually routine. Changing the agenda is not done casually or routinely, as the posted agenda has informed the public about the issues that will be discussed at the meeting. Changes may be made, however, if an action item has come up after the agenda has been posted and if a decision must be made before the next scheduled board meeting. The chairperson asks for any additions or changes to the agenda. If a board member wishes to add or change an item, he or she offers an explanation of why this item cannot be held until the next board meeting or the good faith reason for the proposed change. This explanation or reason goes into the meeting minutes. Any addition to the agenda is be approved by a majority of the board and the vote recorded by name. For Open Meeting Postings and Agenda Requirements, see I.C. § 74-204.

Consent agenda — When the board has a large number of uncontentious or routine matters to approve, it can save time by use of a consent agenda, also called a consent calendar. This section of the printed agenda lists matters that are routine or expected to be uncontentious and unlikely to raise questions or discussions.

Before calling for a vote, the chairperson may allow time for the trustees to read the consent agenda — which they are expected to have read prior to the meeting — to determine whether it includes any matters on which they may have a question or matters they would like to discuss or possibly vote against. Any member of the board has the right to remove any item from the consent agenda. Removed items are then transferred to the regular agenda — under Verbal Reports — so that it may be considered and voted on separately. A trustee may ask a question to clarify a consent agenda item without removing it from the consent agenda. If, however, this develops into more of a debate than cliarfication, the chairperson can insist it be removed and placed on the regular agenda for more thorough discussion before voting on the item. The remaining items are then approved as a whole, by majority vote, without discussion, saving the time that would be required for individual consideration and votes.

Reading, correcting, approving, or disposing of minutes of previous meetings — Members are given an opportunity to review the record of the previous meeting and make any changes in the record that is deemed necessary. Records of these changes are to be kept as part of the meeting record. It is not necessary for the secretary to read the minutes aloud. Considerable time can be saved at meetings if the minutes are sent to the trustees in advance, and if the trustees read them before arriving for the meeting. If minutes or other materials are mailed in advance, extra copies are made available at the library and at the board meeting for the public.

Reports of officers — These include a report from the Treasurer, giving a brief report of the library’s revenues and expenses and calling attention to any unusual items; a report on completed audits as appropriate; and reports on election preparations or bond elections.

Reports of standing committees or special committees — Informational reports by standing or special committees are made at this point in the meeting. Written reports, mailed in advance, are prepared if committee reports are long or complicated. If committees are requesting action by the board, the chairperson is asked in advance to place these items under either unfinished or new business.

Verbal reports if pulled from consent agenda — Now is the time to discuss items that have been pulled from the consent agenda for further discussions or questions.

Unfinished business — These are issues that have been held over from previous meetings. Typically, if an item is listed in either unfinished or new business, it is expected that some type of action will be taken on it, even if the action is just to put off discussion.

New business — These are issues that have not been discussed in past meetings. They are often placed on the agenda at the request of the library director or of a board committee.

Announcements — This is an optional time for board member and/or the director to share any information, such as upcoming programs, visits from legislators, anniversary celebrations.

Questions and comments from the public (optional) — Although this agenda item is a courtesy that the board may wish to extend to the public, this portion of the agenda is optional, as Idaho’s Open Meeting Law does not expressly require the opportunity for public comment. The Public Comments section is usually the last item on the agenda before Adjournment. It is a good idea to require members of the public wishing to speak to sign in and identify themselves at the beginning of the meeting. They should each be given the same amount of time to speak, five minutes perhaps. Once the timer has sounded, the member of the public who is addressing the library board must stop speaking.

Adjournment — The adjournment is the official end of the meeting. No library business is conducted after the meeting has been adjourned. The exact time of adjournment is stated in the meeting minutes.

Posting the Agenda

The Open Meeting Law require two types of notice: (1) meeting notice and (2) agenda notice. The notice requirements are satisfied by posting the notices in a prominent place at the “principal office of the public agency⁹,” or, if no such office exists, at the building where the meeting is to be held. The notice of meetings and agendas shall also be posted electronically if the library maintains an online presence through a website or a social media platform. Idaho’s Open Meeting Law does not require publication of the notice in a newspaper or advertisement. All public libraries in Idaho are required to post an agenda notice 48 hours in advance of the meeting.

For Regular Meetings — no less than five (5) calendar day meeting notice and a forty-eight (48) hour agenda notice shall be given unless otherwise provided by statute. If a library board’s meetings are held at regular intervals of at least once per calendar month scheduled in advance over the course of the year, meeting notice may be satisfied by giving meeting notices at least once each year of its regular meeting schedule. The notice requirement for meetings and agenda shall be satisfied by posting such notices and agendas in a prominent place at the principal office of the public agency, or if no such office exists, at the building where the meeting is to be held. [I.C. § 74-204(1)]

For Special Meetings — No special meeting shall be held without at least a twenty-four (24) hour meeting and agenda notice, unless an emergency exists [I.C. § 74-204(2)].

Beyond the 24-hour meeting notice and agenda notice requirement, library law requires that boards be given two days’ notice of special meetings:

• City Libraries — Special meetings shall be held from time to time as the board may determine, but written notice thereof shall be given to the members at least two (2) days prior to the day of the meeting. [I.C. § 33-2606]
• District Libraries — Special or adjourned meetings may be held from time to time as the board may determine, but written notice thereof shall be given to the members at least two (2) days prior to the day of the meeting. [I.C. § 33-2719]

For Emergency Meetings — An emergency is a situation involving injury or damage to persons or property, or immediate financial loss, or the likelihood of such injury, damage or loss, when the notice requirements of this section would make such notice impracticable, or increase the likelihood or severity of such injury, damage or loss, and the reason for the emergency is stated at the outset of the meeting. The notice required under this section shall include at a minimum the meeting date, time, place and name of the public agency calling for the meeting. The secretary or other designee of each public agency shall maintain a list of the news media requesting notification of meetings and shall make a good faith effort to provide advance notification to them of the time and place of each meeting. [I.C. § 74-204(2)]

For Executive Sessions — An executive session at which members of the public are excluded may be held during a regular or special meeting of the board, but only for the purposes and only in the manner set forth in I.C. § 74-206.

It must be noted that executive sessions take place only at meetings. Before any executive session may be held, there must be a valid open meeting and a vote to hold an executive session. Every such “meeting” must satisfy the Open Meeting Law’s notice and agenda requirements, I.C. § 74-204. The word ‘meeting’ is defined in I.C. § 74-202(6) as “the convening of a governing body of a public agency to make a decision or to deliberate toward a decision on any matter.”

The motion to go into executive session must identify the specific subsection of I.C. § 74-206(1) that authorizes the executive session. For example:

• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(a) to consider hiring a public employee (or staff member, or individual agent).”
• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(b) to consider the evaluation (or dismissal of, or disciplining of, or to hear complaints or charges brought against) a public employee (or staff member, or individual agent).”
• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(c) to acquire an interest in real property which is not owned by a public agency.”
• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(d) to consider records that are exempt from disclosure as provide in chapter 1, title 74, Idaho Code.”
• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(f) to communicate with legal counsel for the library to discuss the legal ramifications of and legal options for pending litigation (or of controversies not yet being litigated but imminently likely to be litigated.” [The mere presence of legal counsel at an executive session does not satisfy this requirement.]
• “I move that we go into executive session pursuant to Idaho Code § 74-206(1)(i) to engage in communications with representatives of the public agency’s risk manager or insurance provider to discuss the adjustment of a pending claim or prevention of a claim imminently like to be filed.” [The mere presence of a representative of the library’s risk manager or insurance provider at an executive session does not satisfy this requirement.]

There must then be a roll call vote on the motion and the vote must be recorded in the minutes. An executive session must be authorized by a two-thirds (2/3) vote of the library board.

It shall be a violation of this act to change the subject within the executive session to one not identified within the motion to enter the executive session or to any topic for which an executive session is not provided. [I.C. § 74-206(2)]

I.C. § 74-206(3) specifically directs that the exceptions be construed narrowly. It is the opinion of the Attorney General of Idaho that no entity should try to “shoehorn” an issue into an executive session exception.

Even though certain enumerated matters may be considered in an executive session, it must be emphasized that: No executive session may be held for the purpose of taking any final action or making any decision [I.C. § 74-206(3)]. No motions may be made in executive session.

Penalties for noncompliance — Failure to comply with Idaho’s Open Meeting Law, I.C. §§ 74-201 through 74-208, renders board action null and void [I.C. § 74-208(1)]. Any board member who participates in a meeting that violates these provisions is subject to a civil penalty:

• Not to exceed $250.00
• Not to exceed $1,500 for knowingly participating
• Not to exceed $2,500 if subsequent to previous violations within the last 12 months.

It is the opinion of the Attorney General of Idaho that the Idaho Legislature intended that such fines be paid by the individual member of the library board, not by the library board itself.

For more information, see the Idaho Open Meeting Law Manual, published by the Office of the Attorney General.

Amending the Agenda

An agenda may be amended, provided that a good faith effort is made to include, in the original agenda notice, all items known to be probable items of discussion.

• In an amendment to an agenda is made after an agenda has been posted but forty-eight (48) hours or more prior to the start of a regular meeting, or twenty-four (24) hours or more prior to start of a special meeting, then the agenda is amended upon the posting of the amended agenda. [I.C. § 74-204(4)(a)]
• If an amendment to an agenda is proposed after an agenda has been posted and less than forty-eight (48) hours prior to a regular meeting or less than twenty-four (24) hours prior to a special meeting but prior to the start of the meeting, the proposed amended agenda shall be posted but shall not become effective until a motion is made at the meeting and the library board votes to amend the agenda. [I.C. § 74-204(4)(b)]
• An agenda may be amended after the start of a meeting upon a motion that states the reason for the amendment and states the good faith reason the agenda item was not included in the original agenda posting [I.C. § 74-204(4)(c)]. This should be done only if the additional item cannot wait until the following meeting.

Taking Minutes

Idaho’s Open Meeting Law requires that the library board provide for the taking of written minutes of all of its meetings. It is not necessary to make a full transcript or recording of the meeting {I.C. § 74-205(1)]. These minutes are public records and must be made available to the general public within a reasonable time after the meeting. The minutes must include, at a minimum, the following information:

• All members of the library board present;
• All motions, resolutions, orders, or ordinances proposed and their disposition;
• The results of all votes and, upon the request of a member of the governing body, the vote of each member by name.

In addition, I.C. § 74-205(2) provide that minutes of executive sessions must be kept, but they need contain only sufficient detail to identify the purpose and topic of the executive session and do not need to include disclosure of material or matters that compromise the purpose of the executive session. The minutes pertaining to the executive session, however, must include a reference to the specific statutory subsection authorizing the session.

Record-Keeping Requirement for Public Libraries

Meeting minutes are legal records of board business and must be retained indefinitely by the library. I.C. §§ 33-2607(11) and 33-2720(1)(n) require that boards “maintain legal records of all board business.”

E-rate paperwork must be retained 10 years from the end of the date of service specified in the paperwork.

The Rule of Thumb for Board Minutes: Be Specific

• Name of Board
• Type of meeting
  • Regular
  • Special
  • Executive session
  • Working session
• Date, time, place of meeting. It is a good idea to leave space for the convening (starting) and adjourning (ending) times of the meeting.
• Name of chairperson or meeting leader and secretary (or their substitutes)
• Members present
  • Minutes should indicate which members were present at any point in the meeting, not just at the point in the meeting when the roll was called
  • If a trustee arrives late or leaves early, this should be noted in the discussion and reflected in the minutes
  • Along with the “attendees” list, there should be an “apologies of absentees” list. This is a respectful way of labeling the “present” and “absent” lists. The Members Present section also notes whether a quorum was present. The quorum is the number of board members sufficient for conducting business and voting. The quorum for a public library board in Idaho is three (3), but a smaller number may adjourn [I.C. § 33-2606 or 33-2719].
  • Additional information may be added at the board’s request
  • Space for the secretary’s signature. As the minute taker, the secretary always signs his work. An additional signature may be required when the minutes are approved, according to the library’s bylaws
  • The minutes should include a clean copy of the meeting agenda.

Follow the Agenda

When compiling the minutes of a board meeting, it is important to follow the agenda. Using the agenda as the template for the minutes makes it easier for the board’s secretary to follow and decreases the possibility of omitting information from the minutes.

Record Motions throughout the Minutes

• Listen attentively to discussions during the meeting
• It is not necessary to capture discussions in detail
• When a new motion is made, record the relevant information
  • The exact wording of the motion;
  • The name of the trustee who made the motion. If the secretary is uncertain who made the motion or how to word the motion, it is all right to ask. Accuracy is important in the minutes;
  • The name of the trustee who seconded the motion (if required in the board’s bylaws);
  • The result of the vote
• When a report or announcement is read aloud, a printed copy should be provided to the secretary, who will attach a copy of each report to the minutes before they are approved by the board
• Meeting minutes are a record of what was done, not of what was said, so the secretary should record summaries of discussions only if asked to do so
  • It is important to make notes as objective as possible
    • Record facts and points being made, not opinions
    • Use a few adjectives and adverbs as possible, to make the minutes as dry and factual as possible
  • It is important not to refer to trustees by name during the discussion summary
  • Transcribe the minutes as soon as possible after the meeting, when events are still fresh in your memory
  • Use a computer, if possible, to save time and keep up with what is happening in the meeting
  • Format notes into neat paragraphs in accordance with the agenda
  • Have the draft minutes ready in time to go out with the board packet before the following meeting
  • Once the minutes have been approved by the board, they are a legal record and cannot be revised.

Personnel

Undoubtedly, the single most important decision that the library board will make it the selection of the best qualified library director it can afford to engage.

A good library director will make the work of the board not only easier, but also more motivating and more satisfying. A good director will handle all the procedural problems of the library, so board members will be able to concentrate on the long-term goals and policies of the library.

Failure to find and retain a good director, however, will create the most painful situation a library board can face. Having an unskilled or inept library director will create problems in the day-to-day operations of the library. This will cause resentment on the part of the other staff members. And, most importantly, it will damage the library’s relationship with its patrons and reputation in the community. Ultimately, it may force the board to make a painful decision about whether the director should be retained or placed on an improvement plan.

The Board’s Working Relationship with the Director

The responsibilities of trustees can be divided into four general areas:

1. Governance and Policy Making
2. Finance
3. Human Resources / Personnel
4. Service and Community Relations

Cooperation is the key. The relationship between the library’s Board and Director only works when they support and trust one another.

The duties and responsibilities of the library board are many and at times appear to coincide with those of the library director. Understanding the differences in roles, responsibilities, and accountability assures teamwork and results in better library service for the community.

The public library board in Idaho is a governing, policy-making body, elected or appointed to govern the library, not to run it. The library’s director, on the other hand, is appointed by the board to administer the library and to take responsibility for its day-to-day operations.

Unhealthy Board-Director Relationships

• The Domineering Director. The director may attempt to dominate the board. In this situation, the director fails to take direction from the board. In some cases, when the board is weak, she even tells the board what to do. Where a strong board is involved, each decision becomes a power struggle between the library’s board and director.
• The Dominating Board. The board can attempt to dominate the director. In this situation, the board does not listen to the director. As a result, the director may not be able to let the board know of problems or important issues. Or the board may become too deeply involved in the day-to-day operations of the library. Staff members become confused about who should be making their assignments, the library’s director or its board.

What Does a Healthy Board-Director Relationship Look Like?

The answer is simple: mutual understanding and respect. This healthy relationship is demonstrated in the following ways:

• The board and the director recognize that each has an important role to play in providing library services.
• The board provides the director with a written job description and evaluates the director’s work in a constructive way at least annually.
• The board does not interfere with the daily operation of the library. In other words, the board allows the director to do the job he was hired to perform.
• The director keeps the board adequately informed about the operation of the library. She recognizes when a decision goes beyond the authority of the library’s staff and takes these issues to the board.
• The board solicits the director’s opinions about all issues upon which they will act. They will always show the director the professional courtesy of asking him how a specific decision might impact the day-to-day operation of the library.
• The director carries out policy set by the board even if she does not agree with it. The director, in other words, recognizes that the board has the ultimate legal authority for governing the library.
• When disagreements occur, they are discussed openly and honestly between the library’s director and board in regular or special board meetings held pursuant to Idaho’s Open Meeting Law. Neither the board members nor the director discusses these problems with other members of the public behind each other’s back.