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HomeMy WebLinkAbout2004-02-04-BLT-EC-MIN t, E M A' O Cary Memorial Library a t Car Hall y 1605 MASSACHUSETTS AVENUE • LEXINGTON • MASSACHUSETTS 02420 -� PHONE: 781-862-6288 • WEBSITE: www.carylibrary.org BRAS" Executive Committee Meeting Board of Library Trustees Wednesday, February 04,2004 Minutes The Executive Committee meeting of the Board of Library Trustees was called to order at 8:00am by Chairman Rev. Dr.Peter H. Meek. Present from the Executive Committee: Scott Burson, Rev.Helen Cohen,William Kennedy and Dawn McKenna. The meeting was called to discuss a request by the Cary Memorial Library Foundation Board,to the Trustees,to consider financial support of the Foundation personnel and office expenses. Should funds from the library's endowment be used to pay the salary of Foundation personnel and any operating expenses of the office? After much discussion it was decided that the Trustees would send a letter to Foundation Chain* nan Dailey concerning the following issues: 1. The Foundation needs to develop a strategic plan. 2. Criteria must be developed for greater accountability of the Foundation personnel to the Library Administration. 3. The percentage of the Foundation's office administration is too high in comparison to the projected fundraising. The meeting was adjourned at 9 A.M. Respectfully submitted, Carolyn N. Beckwith Executive Secretary ODGE -1, 111 HUNTINGTON AVENUE AT PRUDENTIAL CENTER BOSTON, MA 02199-7613 MEMORANDUM To: Board of Library Trustees, Cary Memorial Library Carol Mahoney, Library Director FROM: Kevin D. Batt `` t; cc: William L. Lahey, Esq. DATE: March 17, 2004 RE: Executive Committee Election on November 25, 2003 Question Presented You have requested that Town Counsel review a challenge raised by Jed N. Snyder with respect to the validity of an election of the officers and the Executive Committee of the Board of Library Trustees, held on November 25, 2003. Short Answer The ground raised to challenge the election-- the failure to hold the annual meeting and elections on the date provided in the by-laws of the Board -- is not sufficient to invalidate the election at a duly noticed meeting held one month later. Factual BackLyround The following section summarizes facts relevant to the legal question presented. On October 16, 2003, Reverend Peter Meek, the Board Chairman(referred to in the by-laws as the Board President), and Carol Mahoney, the Library Director, sent a notice to the Library Trustees stating that the Chairman was canceling the annual meeting, scheduled for Tuesday, October 21, 2003. The notice explained as follows: The October meeting is the annual meeting of the Board and the bylaws call for the elections of officers and members of the Executive Committee. Another requirement of the bylaws is the appointment of a nominating committee thirty days before the annual meeting. Because of a number of circumstances, we were not able to meet the requirements of the bylaws and will not be able to present a slate of officers and members to the Executive Committee at the October meeting. MAIN 617.239.0100 FAx 617.227.4420 www.pal.merdodge.com The notice went on to announce that the annual meeting would therefore be held on November 25, 2003. The minutes of the November meeting indicate that the nominating committee made its report, recommending candidates for officers and executive committee members, and that the report, as amended, was accepted by a majority of the quorum present. By accepting the report as amended, this vote apparently had the effect of electing the officers and Executive Committee. In a letter dated December 31, 2003, Reverend Snyder notes that the By-laws of the Board of Trustees provide that an annual meeting shall be held each year in October, that a nominating committee for officers is to be appointed by the President 30 days prior to the annual meeting, and that officers are to be elected at the annual meeting in October. Reverend Snyder concludes his letter by alleging that the election at the November meeting is "null and void since the proper procedures for the annual meeting were not followed." While Reverend Snyder's letter raises other concerns, the deviation of election procedures from the by-laws appears to be the only legal ground upon which he bases his claim that the election should be nullified. The minutes of the November meeting do not reflect that Reverend Snyder obj ected at the time to the deviation from the by-laws with respect to the annual meeting procedures, although the minutes do reflect Reverend Snyder's request, apparently not acted upon at the meeting, that the election be postponed until the semi-annual meeting in April, 2004. LeLyal Analysis The general governing instruments of the Board of Library Trustees, as recited in the preface to the by-laws, are Article 40 of the 1917 Town Meeting and the provisions of the gifts from Maria Cary establishing the Lexington public library(set forth in Cagy Library v. Bliss, 151 Mass. 864 (1890)). Neither of these instruments specify procedures for the election of officers or an executive committee, and Reverend Snyder makes no allegation that the election procedures violated either of these governing charters. Rather, the election procedures deviated from certain by-laws, which state in relevant part: The October meeting shall be the Annual Meeting- (Article T_ oectinn 1) The officers shall be elected at the Annual Meeting of the Board. . . (Article II, section 1). Thirty days prior to the Annual Meeting the President shall appoint a Nominating committee of three Trustees to nominate officers and the Executive Committee to be elected at the October meeting. (Article III, section 1). The by-laws of an organization such as the Board of Library Trustees constitute in effect a contract between the different members and the board as a whole. As such, their interpretation and the effect of failures to conform to the letter of the by-laws are subject to analysis under contract law. In contract law, one party to a contract may hold a second party liable if the second party has materially breached the contract, resulting in injury or damages suffered by the first party. A violation of a contract term is a material breach if the violation is substantial and significant. Minor irregularities in the performance of contracts are not actionable. Moreover, specific injuries or damages must be identified that have been caused by the breach. -2- Applying these concepts to the question presented, the rescheduling of the annual meeting from October to November does not appear to be a substantial nor significant by-law breach, nor does it appear that this rescheduling caused any injuries to the interests of Reverend Snyder or other trustees. Fair notice was given to all the trustees that circumstances prevented timely convening of the annual meeting on the date provided in the by-law and that the next monthly meeting would be the annual meeting, indicating thereby that nominations would be presented and elections held. Given the duly noticed change in annual meeting date from October to November, the intent of Article III, section 1 was met: a nominating committee was given at least 30 days to consider and recommend nominees to trustees at the annual meeting. Elections were then held at the annual meeting, as contemplated by Article II, section 1. From the November meeting minutes, it appears that there was no objection raised at the time to the rescheduling of the annual meeting. Even if there were such objections, the minutes do not recount any reasons stated why rescheduling was unfair to anyone or injured their interests, nor does Reverend Snyder make any such argument in his letter. For example, no allegations have been made that trustees were prevented from attending the annual meeting due to the date change, or that they would have voted differently at an annual meeting held in October, instead of November. I therefore conclude that the deviation from the by-law is not a substantial or significant, material breach of the by-laws, and the election at the November meeting is not null and void. A recent court case reviewed quite similar facts and came to the same conclusion. In Lily of the Valley Baptist Church, Inc. v. Josey, 56 Mass. App. Ct. 1106 (Oct. 30, 2002), a church's officers and board of deacons failed to hold the annual meeting and stand for election on the date required by the church's by-laws,but instead convened a duly-noticed meeting about a month later. No church member voiced a timely objection to the failure to hold the annual meeting as required by the by-law. The court ruled that these "short term, technical omissions"were not grounds to nullify the election at the later called meeting. -3-