Why Change the Bylaws Now?
by Larry Ringer, Vice Chair CTLS, Inc. and Judy Duer, Director of the Temple Public Library
CTLS members are being asked, yet again, to consider extensive changes to the CTLS Bylaws. The current CTLS Bylaws were adopted by the Membership a bare 16 months ago after many regional meetings and Bylaws Committee deliberations. The changes to the Bylaws in 2010 reflected the need to allow other types of libraries to become full System members. At the time, this was a top priority of the Texas State Library, the agency that funded 100% of our activities.
The circumstances we find ourselves in December of 2011 are radically different from those just one year ago. Agency programs that have funded the 10 Texas Systems for 42 years have been dismantled, public libraries have lost all Loan Star Libraries grants, and in 9 months, CTLS will lose all funding for member services from the State Library.
Since the CTLS Bylaws form the basis of our organization, we need to reflect this new reality in our core document. Our current Bylaws refer to and defer to the Texas Library Systems Act and Rules and to the Texas State Library as our guiding authorities. This is appropriate as long as the law is funded and the state agency provides the money necessary to carry out its mandates. With the disappearance of funding, those mandates and restrictions on membership, services, and operations place a burden on the Board of Directors and membership that we can no longer afford.
The draft that we have produced is in many ways, a radical departure from our current Bylaws. References to the Texas State Library, Library Systems Act, and Texas Administrative Code have been removed. The requirements placed on us by the State Library have also been eliminated. These proposed Bylaws that you will receive in the mail resemble those of a typical nonprofit rather than an organization dependent on only one source of government funding.
Below are just some of the questions that we anticipate that members will have about these changes. More questions will be published on the web page and in the January newsletter. If you have more questions or desire more explanation, go to the CTLS web page and post your comments on these topics. If an issue has not been addressed, post the question and get answers from other member librarians, staff, and supporters. This is an open dialog about the future of CTLS so a healthy exchange of ideas and opinions is strongly encouraged.
Questions about the proposed bylaws
1. It looks like any type of library can join CTLS, not just those accredited by the Texas State Library. Why would we want to lower the bar for membership in CTLS?
The Texas State Library has been funding the Corporation since we started in 2005. Because of this, we have had to use the Library Systems Act as the arbiter for which libraries qualify for System membership and thus get services. Since there will be no funding from the State Library in 9 months, there is no reason to exclude from membership any library that wishes to join CTLS.
For CTLS to stay in business, we will need to raise money from a variety of sources. One of those sources will be an annual membership fee that libraries will pay to get services from the Corporation. It makes no financial sense to exclude any library, allied organization, vendor, or even individuals from being able to join CTLS. Besides membership fees and an annual giving campaign, the Board and staff will apply for grants from foundations, corporations, and other governmental sources. We will also investigate ways to provide services for a fee for group purchasing discounts or other services that libraries have to pay for anyway.
3. How do the new Bylaws affect the number and way that individuals become CTLS Board members?
Our proposal is to have a variable number of Directors. The Board can be as small as 7 or as large as 11 Directors. This will allow us to adapt to changing circumstances as our membership and finances dictate. It also allows us to expand our fundraising capacity with more Directors when conditions are right.
These Proposed Bylaws create a hybrid Board of Directors for CTLS. At least 5 Directors will be elected by the membership, just as now. The balance of the Board can be recruited from the academic, business, and philanthropic communities.
4. How can we be sure that my size library will get representation on the Board?
Places on the Board of Directors that are elected positions will be designated by library size and type in the Operations Manual. This manual is a supplement to the Bylaws that describes the procedures Board and staff will use to implement to Bylaws. These 5 elected seats are reserved as positions for libraries in population categories and by type of library. The goal of the Executive Director and the nominations committee will be to recruit candidates from these categories. Successful recruitment of elected directors is vital if the Board is to remain closely connected to the membership.
5. Several times the Bylaws refer to the Operations Manual. Who writes this and who approves it? Will the members get to see it?
The Operations Manual is a way to remove a lot of specific language in the Bylaws about how to run elections, appoint committees, send out meeting announcements, detail seat assignments for Board Directors, and many other procedural minutiae. When this language is moved to an Operations Manual, the Bylaws become more flexible and adaptable to our changing circumstances. Instead of amending the Bylaws to make minor changes to procedures, the Operations Manual allows changes to take place without a vote of the entire membership. The Bylaws also become shorter and easier to read.
The Operations Manual is an expansion of the Policies and Procedures Manual that CTLS has had in place since March 2005. Following directions from the Board and this Bylaws Committee, CTLS staff has written what amounts to a companion to these proposed Bylaws. This companion becomes the first section of our newly created Operations Manual. The Board of Directors must approve all changes to this document. This can be done as part of a regular Board meeting.
The first part of the Operations Manual will be sent out in the mail along with the Current Bylaws and the Proposed Bylaws. You will be able to read the proposed language of the Operations Manual as it relates to the Proposed Bylaws. We have prepared a Table of Contents so you can see all the other policies and procedures that have been included in this consolidated version. Since the current Policies and Procedures manual runs over 150 pages, we decided not to send that to all members. We felt that the Table of Contents would suffice.
6. Why should we have appointed Directors? Why can’t they all be elected?
Much is expected of the Directors who are elected or appointed to a nonprofit Board. The librarians and library supporters in CTLS are very busy running or fund raising for their libraries and have only so much energy to spare. To become a self sustaining and successful nonprofit, CTLS will need the help of committed individuals who will go out and raise money for our operations. There are people all over Texas who love libraries and the work that you do. Not all of them are known to their local public libraries. The job of the Board and Executive Director is to identify and recruit individuals who are willing to give money and to ask their friends to give money to support the work that CTLS does. Having the flexibility to appoint motivated individuals to the CTLS Board could open up an entirely new source of library supporters.