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By-Laws

Article 1- Corporate Name, Purpose, and Membership

 

  1. The name of this non-profit corporation is the Greater Cincinnati Library Consortium doing business as the Southwest Ohio and Neighboring (SWON) Libraries, hereinafter referred to as SWON Libraries).

  2. SWON Libraries promotes and supports professional development, collaboration, resource sharing, and innovation among all types of libraries in the region, thereby empowering the individual libraries to fulfill their own missions. The services provided by SWON Libraries are designed to strengthen member institutions, making them more effective and more innovative, and building their capacity to provide high quality, accessible, and sustainable services to their communities.

  3. Geographic members: All libraries of all types in the Southwest Quadrant (as determined by the State Library of Ohio) are, by default, Geographic Members of SWON Libraries.

  4. Supporting members: Geographic members and other neighboring libraries outside of Ohio may elect to pay dues in order to be eligible for additional services and qualify for Supporting Membership, as well as participation in the Directors Council.

  5. Directors Council: The SWON Libraries Council is made up of member library directors (or a director’s designated representative) from all of the Supporting Membership, who come together biannually to transact official SWON Libraries business and learn about SWON Libraries’ activities.

  6. Membership may be accepted by the Executive Board, hereinafter referred to as the Board, as determined according to guidelines approved by the Board.

 
Article 2 – Board

 

  1. The Board provides for the overall governance of the organization. The Board shall create, revise, and approve all policies regarding the organization. The Board shall be responsible for the appointment of the Executive Director.

  2. The membership of this Board shall consist of a minimum of 10 members but not more than twelve members. The Executive Director serves ex-officio, with no voting privileges, on the Board.

  3. Members of the Board shall be nominated and elected in the spring by the Council. Terms shall begin on July 1.

  4. Representatives shall be provided for each type of member library with minimums of:

    • Two representatives of academic libraries

    • Two representatives of public libraries

    • One representative of special libraries

    • One representative of school libraries

    • One representative of member libraries outside of the Southwest Quadrant of Ohio

    • One representative from a non-Supporting member library

  5. Terms of the Board Members will expire after three years. A Board Member may be re-elected for an additional term of three years equaling a term of six continuous years maximum. Terms of members will rotate with approximately four members elected each spring. 

  6. When a Board member resigns or is removed prior to the end of the term, a successor will be designated by the President (or acting President) with a vote of approval by the Board. The successor shall fulfill the term of the departing member for the remainder of the member’s term. 

  7. In order to conduct the business of SWON Libraries in the best and most efficient fashion, the members of the Board agree to:

    • Hire a qualified Executive Director

    • Attend all meetings of the Board

    • Ensure that all duties and obligations of the organization adhere to the requirements of regional library system as mandated by the State Library of Ohio

    • Assist the Executive Director in promotion of the regional library service

    • Vote in the best interest of the organization and their represented libraries

  8. Voting

    • Each member of the Board shall be entitled to one vote on all matters brought to a vote during a regular or special meeting in which said member is present and providing a quorum is present at the time. No voting shall be done by proxy.

    • A simple majority shall constitute a quorum

    • The President of the Board will only vote in the event of an equal number of votes for and against a particular motion before either the Board or the Council. The President shall vote in the event that such vote would constitute a quorum.

    • A majority of those present and voting must be in favor of any motion for its approval.

  9. Leadership Team

    • ​The President, Vice-President and the Executive Director of SWON will meet semi-monthly in-between SWON Board meetings. The primary intention of these SWON Leadership Team meetings is to prepare the agenda, discuss business matters, and plan the upcoming Board Meeting.

 
Article 3 - Election of Officers

 

  1. The officers of the Board shall be President, Vice President, Treasurer, and Secretary.

  2. Officers shall be elected in the summer by the Board from their members.

  3. Officers shall serve a one-year term.  

  4. No person may serve more than two consecutive terms in the same role. 

 

Article 4 - Duties of Officers

 

  1. President. The President shall preside over all meetings of the Board and Council and shall exercise general supervision over the organization. The President shall appoint committees and committee members as needed.

  2. Vice President. The Vice President shall preside over all meetings in the absence of the President and exercises all duties of the President in their absence. The Vice President may serve as Chair of the Strategic Planning Committee or designate another Board Member to that position, if there are conflicting Board Committee leadership positions. The Vice President shall verify that a quorum is present at any meetings. The Vice President shall ensure that the membership of the Board meets all of the requirements for representation of member libraries.

  3. Treasurer. The Treasurer shall see that appropriate financial statements are maintained for the organization as required by law and that an audit is performed on the financial records every other year.

  4. Secretary. The Secretary shall ensure that appropriate and accurate minutes are recorded for Board and Special meetings. 

 
Article 5 - Board Meetings, Location, and Notification

 

  1. All meetings of the Board shall be conducted in accordance with the current edition of Robert’s Rules of Order.

  2. The regular meetings of the Board shall be held bi-monthly.

  3. Meetings may be held virtually.

  4. Notifications of meetings shall be conducted through electronic mail to the Council email list and posted prominently on the organization’s web site.

  5. Special meetings of the Board may be called by the President (or acting President) with a notice of at least seventy-two hours to the membership. 

  6. Minutes of all Board meetings will be recorded by the Secretary, or designated Board Member if the Secretary is unavailable, for approval by the Board at their next meeting.

 
Article 6 - Termination of Board Members

 

  1. Absence of a Board member from three regular meetings during a fiscal year (July-June) shall constitute automatic resignation from the Board.  The count of absences shall begin on the first day of the member’s appointment to the Board.  

  2. Board members may be terminated by a vote of the entire Board.

  3. Board members may be terminated by a vote of the Council.

  4. A member of the Board may resign at any time.

  5. Resignation or termination of any Board member shall be communicated to the Executive Director and Leadership Team.  The President will notify the Council. 

 
Article 7 - Directors Council

 

  1. The Board shall convene semi-annual meetings of the Council. One voting Representative will be designated by each Supporting Member library to vote at the Council Meeting.

  2. Thirty percent of the Supporting Members shall constitute a quorum and a quorum shall be necessary for the transaction of any official business.

  3. Nominations of the Board can be taken from the Council as well as upon recommendation from the Leadership Team and Board.  Election of said officers shall be voted on by the Council. A nomination shall pass with a majority vote. 

  4. The Council shall approve the annual budget of the organization by majority vote of those present and voting.

  5. The Council shall approve any changes to the By-Laws of the organization by a two-thirds majority vote of those present and voting.

 
Article 8 - Fiscal Year

 

  1. The Fiscal Year is July through June.  Unless, the Board votes for a change to a calendar year structure.

  2. A financial audit shall be conducted every other year after the end of the fiscal year by an independent firm approved by the Board.  

  3. The results of the audit shall be communicated to the Board in writing and to the Council.

 
Article 9 – Committees

 

The President shall select member representatives to serve on each of the following committees each year:

  1. Finance Committee: Membership shall consist of four board members including the Treasurer who shall serve as its Chair. The Executive Director will serve ex-officio, with no voting privileges, on this committee. This committee will propose an annual budget to the Board including dues and assessments from the Supporting Members. Other duties may be assigned to this committee as deemed necessary by the President.

  2. Strategic Planning Committee: At least one member shall represent member libraries outside of the Southwest Quadrant. This committee shall propose a multi-year strategic plan for development of the regional library system and track its implementation annually. Other duties may be assigned to this committee as deemed necessary by the President. The Executive Director will serve ex-officio, with no voting privileges, on this committee.

  3. Ad Hoc Committees. The President may form other committees from the Board and general membership of the organization as necessary. A member of the Board must serve on all committees so formed. These committees shall be approved and dissolved by a vote of the Board.

  • Hiring Committee.  The Hiring Committee will be established when a search for a new Executive Director is required.  This will be made up of two Board Members and three Director Council members.  Final recommendation will be presented to the Council for approval.  

 
Article 10 - Appointment and Duties of Executive Director

 

  1. The Board shall appoint an Executive Director for the administration of SWON Libraries.

  2. The Executive Director shall

  • Oversee the daily operation of SWON Libraries according to the obligations as set by the State Library of Ohio, the Council, and the Board.

  • Hire and terminate all employees of SWON Libraries.

  • Administer the annual budget as approved by the Council.

  • Conduct other duties as required by the Board.

 
Article 11 - Amendments to By-Laws

 

  1. Any member of the Leadership Team, Board, or Council may propose an amendment or revision to these By-Laws at any time. All changes must be presented to the Council for approval.

  2. All proposed changes must be submitted to the Council at least thirty days prior to any Council meeting by the President of the Board.

  3. These By-Laws may be amended by the affirmative vote of two-thirds of the Supporting Members present and voting.

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Last Reviewed: 1.12.24

By: By-Law Review Committee

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Approval History:

Approved by the SWON board: October 16, 2006

Revision approved by the Board: Fall 2012; Fall 2016; April 10, 2024

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