Article 1. NAME AND OFFICES *

Article 2. PURPOSES AND LIMITATIONS *

Article 3. MEMBERS *

Article 4. REGIONAL LIBRARY COUNCIL *

Article 5. MEETINGS OF THE COUNCIL *

Article 6. BOARD DIRECTORS *

Article 7. MEETINGS OF THE board of directors *

Article 8. subgroups, COMMITTEES and advisory bodies *

Article 9. OFFICERS *

Article 10. CONTRACTS WITH MEMBERS, DIRECTORS AND OFFICERS; LOANS *

Article 11. GRANTS, CONTRACTS, LOANS, ETC. *

Article 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS *

Article 13. BOOKS AND RECORDS *

Article 14. INSPECTION RIGHTS OF THE CORPORATION’S MEMBERS *

Article 15. LONG-RANGE PLAN AND ANNUAL PLAN OF SERVICE *

Article 16. INVESTMENTS *

Article 17. DISTRIBUTION OF INCOME AND PROHIBITED ACTIVITIES *

Article 18. SEAL AND FISCAL YEAR *

Article 19. amendments *

Article 20. CONSTRUCTION AND DEFINITIONS *

1. NAME AND OFFICES
1. Name.

This corporation shall be known as the Heartland Regional Library Network (the "Corporation").

2. Principal Office.

The principal office of this Corporation shall be initially located at Visalia, County of Tulare, California. The regional library council of the Corporation (the "Council") is hereby granted full power and authority to change said principal office from one location to another within the geographic area served by this Corporation.

3. Other Offices.

Branch or subordinate offices may be established at any time by the Council at any place or places.

2. PURPOSES AND LIMITATIONS
1. General Purposes.

This Corporation is a nonprofit public benefit corporation organized under California Nonprofit Public Benefit Corporation Law ("Nonprofit Corporation Law"). The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

2. Specific Purposes.

1. MEMBERS
1. Definitions.

As used herein, the following terms shall have the meanings set forth below:

1. REGIONAL LIBRARY COUNCIL
1. Powers.

Subject to the limitations stated in the Articles, these Bylaws, the Nonprofit Corporation Law and the Library of California Act, and subject to the duties delegated to the board of directors of the Corporation ("Board of Directors") herein, the following corporate powers shall be exercised by or under the direction of, and the business and affairs of the Corporation shall be managed by, the Council:

A. Overall administrative responsibility for the Network;

B. Adopting an annual plan of service;

C. Assuring the appropriate expenditure of funds; and

D. Submitting annual budget proposals to the Library of California Board for implementation of the provisions of Article 5 of the Library of California Act.

2. Composition.

The Council shall be composed of the following persons:

A. The library director or a designee from each public library jurisdiction member;

B. A representative designated from among the group which consists of the directors of those participating libraries and the chief library coordinator from each institution of which one or more libraries is a participating library; and

C. A library user from each type of member library.

3. Selection and Term of Office.
1. Member Designees.

Members of the Council shall be the persons who are designated from time to time by their institutions or public library jurisdictions and such persons continue as the designees. Death, resignation or removal of any designee as the designee of the institution or public library jurisdiction automatically terminates such Council member’s term as a Council member. Appointment or election of any person as the designee of the institution or public library jurisdiction shall operate to select that person as a member of the Council.

2. Alternate Designees.

Member institutions and public library jurisdictions may also designate alternates to serve on the Council to exercise those rights of Council members in the absence of their normal designee. A member institution or public library jurisdiction may designate up to two (2) alternates and the institution or public library jurisdiction, or their normal designee, must provide written notice to the Corporation of the name of its alternate prior to the time the institution or public library jurisdiction desires an alternate to act with respect to any matter before the Council. An alternate may act as the institution’s or public library jurisdiction’s Council member for as long as the institution or public library jurisdiction shall indicate in its notice to the Corporation.

3. Library Users.

Members of the Council shall also be persons who are library users selected from time to time by a particular type of library and such persons remain library users. One (1) library user shall be selected by each type of member library annually at or before the annual meeting of the Council. The term of the library user shall be one (1) year beginning on the date of the Council’s annual meeting or July 1 in the year selected, whichever is earlier. Death, resignation of removal of any library user as the Council member selected by a particular type of library automatically terminates such Council member’s term as a Council member. Appointment or election of a library user as the library user designee of the type of library shall operate to select that person as a member of the Council.

4. Vacancies.

A vacancy on the Council shall occur in the event of:

A. The death or resignation of any member;

B. The removal of a member by the institution or public library jurisdiction which designated that member;

C. The removal of a library user member by the vote of members of that type of library; or

D. The declaration by resolution of the Council of a vacancy in the office of a member who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under Nonprofit Corporation Law, Chapter 2, Article 3.

5. Resignation of a Member.

Any Council member may resign by giving written notice to the Chairperson, the President or the Secretary of the Corporation. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a member’s resignation is effective at a later time, the Council shall notify the institution or public library jurisdiction represented by the member to designate a successor to join the membership of the Council as of the date when the resignation becomes effective. Resignation of a Council member shall not constitute the withdrawal of the institution or public library jurisdiction represented by the member.

6. Vacancies Filled by Members.

The institution, public library jurisdiction or, in the case of a library user member, the libraries of the type which designated that member shall designate a representative to fill the vacancy created by the member.

2. MEETINGS OF THE COUNCIL
1. Place of Meeting.

Meetings of members of the Council shall be held at any place within the Network area as designated by the Council. In the absence of a designation by the Council, meetings shall be held at the principal office of the Corporation.

2. Regular Meetings.

The Council shall have regular meetings which shall be open and accessible to the public as required in the Ralph M. Brown Act, as amended from time to time (the "Brown Act"). A meeting of the Council shall be held annually, on a day to be set by the Council. At each annual meeting, the Chairperson shall be elected and other proper business may be transacted.

3. Special Meetings.

Special meetings of the Council shall also be open and accessible to the public as required in the Brown Act. A special meeting of the members may be called at any time by the Chairperson or by a majority of the members of the Council, by delivering written notice to each member of the Council and to each local newspaper of general circulation and radio or television station requesting notice in writing. The notice shall be delivered personally or by any other means and shall be received at least twenty-four (24) hours before the time of the meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted or discussed. No other business shall be considered at these meetings by the Council. The written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the clerk or Secretary of the Council a written waiver of notice. The waiver may be given by telegram. The written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The call and notice shall be posted at least twenty-four (24) hours prior to the special meeting in a location that is freely accessible to members of the public.

4. Notice Requirements for Meetings.
1. General Notice Requirements.

Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote. The notice shall specify the place, date and hour of the meeting, and either include the agenda for the meeting or indicate that the agenda will be posted or mailed as provided below. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.

2. Manner of Giving Notice.

Notice of any meeting of members of the Council shall be in writing and shall be given to members entitled to vote not less than ten (10) nor more than ninety (90) days before the date of the meeting; provided, however, that if notice is given by mail and if the notice is not mailed by first-class, registered or certified mail, notice shall be given not less than twenty (20) days before the date of the meeting.

3. Affidavit of Mailing Notice.

An affidavit of the mailing of any notice of any Council members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book.

4. Notice of Agenda Items.

At least seventy-two (72) hours before a regular meeting, the Council or its designee, shall post an agenda containing a brief general description of each item of business to be transacted or discussed at the meeting, including items to be discussed in closed session. The agenda shall specify the time and location of the regular meeting and shall be posted in a location that is freely accessible to members of the public.

No action or discussion shall be undertaken on any item not appearing on the posted agenda, except that members of the Council or its staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights. In addition, on their own initiative or in response to questions posed by the public, a member of the Council or its staff may ask a question for clarification, make a brief announcement, or make a brief report on his or her own activities. Furthermore, a member of the Council or the Council itself, subject to rules or procedures of the Council, may provide a reference to staff or other resources for factual information, request staff to report back to the Council at a subsequent meeting concerning any matter, or take action to direct staff to place a matter of business on a future agenda.

Notwithstanding the foregoing, the Council may take action on items of business not appearing on the posted agenda under any of the conditions stated below. Prior to discussing any item not appearing on the posted agenda, the Council shall publicly identify the item. The conditions are:

1. Upon a determination by a majority vote of the Council that an emergency situation exists;

2. Upon a determination by a two-thirds vote of the members of the Council present at the meeting, or, if less than two-thirds of the members are present, a unanimous vote of those members present, that there is a need to take immediate action and that the need for action came to the attention of the Council subsequent to the agenda being posted; or

3. The item was posted for a prior meeting of the Council occurring not more than five (5) calendar days prior to the date action is taken on the item, and at the prior meeting the item was continued to the meeting at which action is being taken.

5. Mailed Notice to Other Persons.

Any person may request that a copy of the agenda, or a copy of all the documents constituting the agenda packet, of any meeting of the Council be mailed to that person. Upon receipt of the written request, the Council or its designee shall cause the requested materials to be mailed at the time the agenda is posted or upon distribution to all, or a majority of all, of the members of the Council, whichever occurs first. Any request for mailed copies of agendas or agenda packets shall be valid for the calendar year in which it is filed, and must be renewed following January 1 of each year. The Council may establish a fee for mailing the agenda or agenda packet, which fee shall not exceed the cost of providing the service. Failure of the requesting person to receive the agenda or agenda packet pursuant to this Subsection shall not constitute grounds for invalidation of the actions of the Council taken at the meeting for which the agenda or agenda packet was not received.

5. Teleconference Meetings.

Notwithstanding any other provision of law, the Council may use teleconferencing for the benefit of the public and the Council in connection with any meeting or proceeding authorized by law. All votes taken during a teleconferenced meeting shall be by roll call.

If the Council elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the Council. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the Council members shall participate from locations within California. The agenda shall provide an opportunity for members of the public to address the Council directly at each teleconference location.

For purposes of this Section 5, "teleconference" means a meeting of the Council, the members of which are in different locations, connected by electronic means, through either audio or video, or both. The Council may provide the public with additional teleconference locations.

6. Quorum.

One-third of the voting power, represented in person, shall constitute a quorum for the transaction of business at any meeting of the Council. A meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

7. Voting.
1. Eligibility to Vote.

Subject to the provisions of the Nonprofit Corporation Law, persons entitled to vote at any meeting of members shall be all active members in good standing on the record date as determined under Section 9 of this Article 5, or such person’s duly designated alternate.

2. Manner of Casting Votes.

Voting may be by voice or ballot, except that any election of directors must be by written ballot if demanded before the voting begins by any member at the meeting. No action may be taken by secret ballot, whether preliminary or final. If a written ballot is used, the name of the member voting shall be identified on the ballot, and the clerk or Secretary of the Corporation shall announce the vote or post the vote at the meeting showing the roll and how the members voted.

3. No Proxy Rights.

No member shall be entitled to vote by proxy.

4. Voting.

Each member entitled to vote shall be entitled to cast one (1) vote on each matter submitted to a vote of the members.

5. Approval by Majority Vote.

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless voting by classes or the vote of a greater number is required by Nonprofit Corporation Law or the Articles.

8. Closed Sessions.

Closed session items shall be described in the agenda. The Council shall publicly report any action taken in closed session and the vote or abstention of every member present, and shall also keep and enter in a minute book a record of topics discussed and decisions made at the meeting as required by the Brown Act.

9. Record Date.
1. For Notice, Voting and Other Council Actions.

For purposes of establishing the members entitled to receive notice of any meeting, entitled to vote at any meeting or entitled to exercise any rights in any lawful action, the Council may, in advance, fix a record date. The record date so fixed for:

1. Sending notice of a meeting shall be no more than ninety (90) days nor less than ten (10) days before the date of the meeting;

2. Voting at a meeting shall be no more than sixty (60) days before the date of the meeting; and

3. Taking any other action shall be no more than sixty (60) days before that action.

2. For Actions Not Set by the Council.

If not otherwise fixed by the Council, the record date for determining members entitled to:

1. Receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held;

2. Vote at a meeting of members shall be the day on which the meeting is held; and

3. Exercise any rights with respect to any other lawful action shall be the date on which the Council adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later.

3. Determination of Members Upon Record Date.

For purposes of this Section 9, a person representing a member holding a membership or a person who is a library user elected by a type of library at the close of business on the record date set by the Council shall be a member of record.

10. Adjournment and Notice of Adjourned Meetings.

The Council may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time by the vote of the majority of the members represented at the meeting. When a Council meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken; provided, however, that a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within twenty-four (24) hours after the time of the adjournment. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. When a regular meeting is adjourned, the resulting adjourned meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings.

3. BOARD DIRECTORS
1. Powers.

Subject to the limitations stated in the Articles, these Bylaws, the Nonprofit Corporation Law and the Library of California Act, and subject to the duties of directors as prescribed by the Nonprofit Corporation Law, all corporate powers not otherwise exercised by the Council shall be exercised by or under the direction of, and the policies of the Council shall be carried out by, the Board of Directors. The individual directors shall act only as members of the Board of Directors, and the individual directors shall have no power as such.

2. Number of Directors.

The Board of Directors shall consist of at least seven (7) but no more than fifteen (15) directors unless changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limited, by a resolution adopted by the Council. Until changed by resolution of the Council, the authorized number of directors of the Corporation shall be seven (7).

3. Composition.

The Board of Directors shall be composed of the following persons elected from the membership of the Council:

A. At least one (1) director from each type of library elected by Council members of that type of library;

B. At least two (2) library users.

4. Election and Term of Office.

1. MEETINGS OF THE board of directors
1. Place of Meeting.

Meetings of the Board of Directors shall be held at any place within the Network area as designated by the Board of Directors. In the absence of a designation by the Board of Directors, meetings shall be held at the principal office of the Corporation.

2. Regular Meetings.

The Board of Directors shall have regular meetings which shall be open and accessible to the public as required in the Brown Act. Immediately after the annual meeting of the Council, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. No general notice of such meeting need be given, but the provisions of Sections 4D and 4E of this Article 7 shall apply.

3. Special Meetings.

Special meetings of the Board of Directors shall also be open and accessible to the public as required in the Brown Act. A special meeting of the members may be called at any time by the Chairperson or by a majority of the members of the Board of Directors, by delivering written notice to each member of the Board of Directors and to each local newspaper of general circulation and radio or television station requesting notice in writing. The notice shall be delivered personally or by any other means and shall be received at least twenty-four (24) hours before the time of the meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted or discussed. No other business shall be considered at these meetings by the Board of Directors. The written notice may be dispensed with as to any director who, at or prior to the time the meeting convenes, files with the clerk or Secretary of the Board of Directors a written waiver of notice. The waiver may be given by telegram. The written notice may also be dispensed with as to any director who is actually present at the meeting at the time it convenes. The call and notice shall be posted at least twenty-four (24) hours prior to the special meeting in a location that is freely accessible to members of the public.

4. Notice Requirements for Meetings.
1. General Notice Requirements.

Whenever directors are required or permitted to take any action at a meeting, a written notice of a regular meeting may be given and of a special meeting shall be given to each director. If given, the notice shall specify the place, date and hour of the meeting, and either include the agenda for the meeting or indicate that the agenda will be posted or mailed as provided below.

2. Manner of Giving Notice.

Notice of any regular meeting of the Board of Directors may be given in writing at least seventy-two (72) hours before the meeting. Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each director or sent to each director by first-class mail, telephone, telegraph or any other means of written communication. In case such notice is sent by mail, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. For purposes of determining whether such four (4)-day requirement has been satisfied, the day of the meeting and the day notice is given shall each be counted as one (1) full day regardless of the time of the day the meeting is held or the notice is given. Each notice shall be deemed given to a director when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department and addressed to such director at the address designated by him or her for that purpose or, if none is designated, at his or her last known address. In case such notice is delivered personally, by telephone, telegraph, or other means of written communication it shall be so delivered at least forty-eight (48) hours prior to the time of the holding of the meeting. The notice shall either include the agenda for the meeting or indicate that the agenda will be posted or mailed as provided below.

3. Affidavit of Mailing Notice.

An affidavit of the mailing of any notice of any Board of Directors meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book.

4. Notice of Agenda Items.

At least seventy-two (72) hours before a regular meeting, the Board of Directors or its designee, shall post an agenda containing a brief general description of each item of business to be transacted or discussed at the meeting, including items to be discussed in closed session. The agenda shall specify the time and location of the regular meeting and shall be posted in a location that is freely accessible to members of the public.

No action or discussion shall be undertaken on any item not appearing on the posted agenda, except that members of the Board of Directors or its staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights. In addition, on their own initiative or in response to questions posed by the public, a member of the Board of Directors or its staff may ask a question for clarification, make a brief announcement, or make a brief report on his or her own activities. Furthermore, a member of the Board of Directors or the Board of Directors itself, subject to rules or procedures of the Board of Directors, may provide a reference to staff or other resources for factual information, request staff to report back to the Board of Directors at a subsequent meeting concerning any matter, or take action to direct staff to place a matter of business on a future agenda.

Notwithstanding the foregoing, the Board of Directors may take action on items of business not appearing on the posted agenda under any of the conditions stated below. Prior to discussing any item not appearing on the posted agenda, the Board of Directors shall publicly identify the item. The conditions are:

1. Upon a determination by a majority vote of the Board of Directors that an emergency situation exists;

2. Upon a determination by a two-thirds vote of the members of the Board of Directors present at the meeting, or, if less than two-thirds of the members are present, a unanimous vote of those members present, that there is a need to take immediate action and that the need for action came to the attention of the Board of Directors subsequent to the agenda being posted; or

3. The item was posted for a prior meeting of the Board of Directors occurring not more than five (5) calendar days prior to the date action is taken on the item, and at the prior meeting the item was continued to the meeting at which action is being taken.

5. Mailed Notice to Other Persons.

Any person may request that a copy of the agenda, or a copy of all the documents constituting the agenda packet, of any meeting of the Board of Directors be mailed to that person. Upon receipt of the written request, the Board of Directors or its designee shall cause the requested materials to be mailed at the time the agenda is posted or upon distribution to all, or a majority of all, of the members of the Board of Directors, whichever occurs first. Any request for mailed copies of agendas or agenda packets shall be valid for the calendar year in which it is filed, and must be renewed following January 1 of each year. The Board of Directors may establish a fee for mailing the agenda or agenda packet, which fee shall not exceed the cost of providing the service. Failure of the requesting person to receive the agenda or agenda packet pursuant to this Subsection shall not constitute grounds for invalidation of the actions of the Board of Directors taken at the meeting for which the agenda or agenda packet was not received.

5. Teleconference Meetings.

Notwithstanding any other provision of law, the Board of Directors may use teleconferencing for the benefit of the public and the Board of Directors in connection with any meeting or proceeding authorized by law. All votes taken during a teleconferenced meeting shall be by roll call.

If the Board of Directors elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the Board of Directors. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the Board of Directors shall participate from locations within California. The agenda shall provide an opportunity for members of the public to address the Board of Directors directly at each teleconference location.

For purposes of this Section 5, "teleconference" means a meeting of the Board of Directors, the members of which are in different locations, connected by electronic means, through either audio or video, or both. The Board of Directors may provide the public with additional teleconference locations.

6. Quorum.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting as provided in Section 9 of this Article 7. A meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the directors required to constitute a quorum.

7. Voting.

Each director shall have one (1) vote. Voting may be by voice or ballot. No action may be taken by secret ballot, whether preliminary or final. If a written ballot is used, the name of the director voting shall be identified on the ballot, and the clerk or Secretary of the Corporation shall announce the vote or post the vote at the meeting showing the roll and how the directors voted. No director shall be entitled to vote by proxy.

8. Closed Sessions.

Closed session items shall be described in the agenda. The Board of Directors shall publicly report any action taken in closed session and the vote or abstention of every member present, and shall also keep and enter in a minute book a record of topics discussed and decisions made at the meeting as required by the Brown Act.

9. Adjournment and Notice of Adjourned Meetings.

The Board of Directors may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time by the vote of the majority of the directors represented at the meeting. When a Board of Directors meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken; provided, however, that a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within twenty-four (24) hours after the time of the adjournment. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. When a regular meeting is adjourned, the resulting adjourned meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings.

10. Fees and Compensation.

Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, a fixed fee may be allowed for attendance at each meeting. Directors may be reimbursed in such amounts as may be determined from time to time by the Board of Directors for expenses paid while acting on behalf of the Corporation or expenses incurred in attending meetings of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

2. subgroups, COMMITTEES and advisory bodies
1. Creation and Powers.

Subject to the limitations contained in the Nonprofit Corporation Law, the Library of California Act or imposed by the Articles or by these Bylaws, the Council and the Board of Directors may create such subgroups, committees and advisory bodies, each consisting of two (2) or more members or directors appointed by the Council or the Board of Directors, respectively, and delegate such duties as it may from time to time deem advisable to assure the effective and efficient operation of the Network. The Council or the Board of Directors may designate one (1) or more members or directors as alternate members of any subgroup, committee or advisory body who may replace any absent member at any meeting of the committee.

2. Minutes and Reports.

Each subgroup, committee and advisory body shall keep regular minutes of its proceedings, which shall be filed with the Secretary. All action by any subgroup, committee or advisory body shall be reported to the Council or Board of Directors, as appropriate, at the next meeting thereof, and, insofar as rights of third parties shall not be affected thereby, shall be subject to revision and alteration by the Council or the Board of Directors.

3. Meetings.

Meetings shall be open and accessible to the public as required by the Brown Act. Except as otherwise provided in these Bylaws or by resolution of the Council or the Board of Directors, each subgroup, committee or advisory body shall adopt its own rules governing the time and place of holding of its meetings. Unless otherwise provided by such rules or by resolution of the Council or the Board of Directors, meetings shall be governed by Sections 4, 5, 6, 7, 8 and 9 of Article 7 of these Bylaws.

4. Term of Office of Members.

1. OFFICERS
1. Officers.

The officers of the Corporation shall be a Chairperson, a President, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of Board of Directors, a Chairperson of the Board of Directors, one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 3 below. One (1) person may hold two (2) or more offices; provided, however, that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or Chairperson.

2. Election and Term.

The Chairperson of the Corporation shall be chosen by the Council and shall serve at the pleasure of the Council, subject to the rights, if any, under any applicable contract. The other officers of the Corporation shall be chosen by the Board of Directors, and shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Officers need not be chosen from among the Council members or directors.

3. Appointment of Other Officers.

The Council may appoint and authorize the Board of Directors, the Chairperson, the President or another officer to appoint any other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are required in these Bylaws or as the Council or the Board of Directors may from time to time determine.

4. Removal.

Without prejudice to the rights of any officer under an employment contract, the Council may remove the Chairperson with or without cause, and the Board of Directors may remove any other officer appointed by it with or without cause. An officer who was not chosen by the Council or the Board of Directors may be removed by any other officer on whom the Board of Directors confers the power of removal.

5. Resignation.

Any officer may resign at any time by giving written notice to the Council and the Board of Directors, subject to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of any officer who is also a Council member or a director shall not constitute the resignation of the person as a Council member or director nor the withdrawal of the institution or public library jurisdiction for whom the officer serves as a Council member.

6. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

7. Chairperson.

The Chairperson of the Council and the Board of Directors shall, if present, preside at all meetings of the Council and the Board of Directors and exercise and perform such other powers and duties as may be, from time to time, assigned to the Chairperson by the Council and the Board of Directors or prescribed by these Bylaws.

8. President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson, the President shall be the General Manager and Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers (other than the Chairperson) of the Corporation. The President shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws.

9. Vice President.

In the absence or disability of the President, the Vice Presidents, if there be such officers, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

10. Secretary.

The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Council, the Board of Directors and any subgroups, committees and advisory bodies thereof. Such minutes shall include all waivers of notice, consents to the holding of meetings or approvals of the minutes of meetings executed pursuant to these Bylaws, the Nonprofit Corporation Law or the Brown Act. The Secretary shall give, or cause to be given, notice of all meetings of the Council and Board of Directors, and any subgroups, committees and advisory bodies thereof, required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Council, the Board of Directors or these Bylaws.

11. Chief Financial Officer.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries or depositories as may be designated by the Board of Directors. The Chief Financial Officer shall reimburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chairperson, the President and the Council members and directors whenever they request an account of all of the Chief Financial Officer’s transactions as Chief Financial Officer, and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

12. Assistant Secretary.

The Assistant Secretary, if there shall be such an officer, shall have all the powers and perform all the duties of the Secretary in the absence or inability of the Secretary to act.

13. Compensation.

The compensation, if any, of the Chairperson or any other officer elected by the Council shall be fixed from time to time by the Council. The compensation, if any, of the officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such compensation because the officer is also a member of the Council or director of the Corporation.

2. CONTRACTS WITH MEMBERS, DIRECTORS AND OFFICERS; LOANS
1. Contracts with Directors and Officers.

No Council member or director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation’s Council members or directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction, unless:

1. GRANTS, CONTRACTS, LOANS, ETC.
1. Grants.

The making of grants and contributions, and otherwise rendering financial assistance for the purposes of the Corporation, may be authorized by the Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to make any such grants, contributions or assistance.

2. Execution of Contracts.

The Board of Directors may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the Board of Directors to the contrary and subject to any restrictions or limitations imposed by the Board of Directors, the Chairperson, or the President shall be authorized to execute such instruments on behalf of the Corporation.

3. Loans.

The Chairperson, President or any other officer, employee or agent authorized by the Board of Directors may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation and, when authorized by the Board of Directors so to do, may pledge and hypothecate or transfer assets of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances or otherwise limited.

4. Checks, Drafts, etc.

All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

5. Deposits.

The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by.

2. INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Indemnification by Corporation.

A. For the purposes of this Section 1, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Subsection 1D or Subsection 1E(2) of this Article 12.

B. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the Nonprofit Corporation Law (relating to self-dealing transactions), or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

C. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation, or brought under Section 5233 of the Nonprofit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for a breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Subsection 1C:

1. In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person’s duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

3. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

D. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Subsection 1B or Subsection 1C above, or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

E. Except as provided in Subsection 1D above, any indemnification under this Section 1 shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Subsection 1B or Subsection 1C, above, by:

1. A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

2. The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

F. No indemnification or advance shall be made under this Section 1, except as provided in Subsection 1D or Subsection 1E(2) above, in any circumstance where it appears that:

1. It would be inconsistent with a provision of the Articles, the Bylaws or an agreement in effect at the time of the occurrence of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

2. It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

2. Advancing Expenses.

The Corporation may advance to each agent the expenses incurred in defending any proceeding referred to in Section 1 of this Article 12 prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in Section 1 of this Article 12.

3. Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the Nonprofit Corporation Law.

3. BOOKS AND RECORDS
1. Books and Records.

The Corporation shall keep adequate and correct books and records of account and minutes of the proceedings of the Council and the Board of Directors, and any subgroups, committees and advisory bodies thereof.

2. Form of Records.

Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. If any record subject to inspection pursuant to the Nonprofit Corporation Law or the Brown Act is not maintained in written form, a request for inspection is not complied with unless and until the Corporation, at its expense, makes such record available in written form.

3. Inspection by the Council and the Board.

Every Council member and director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of any subsidiary. The inspection may be made in person or by the Council member’s or director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

4. Annual Report.

The Board of Directors shall cause an annual report (the "Annual Report") to be sent to the Council members and directors not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year. The Annual Report shall contain in appropriate detail the following:

A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;

C. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during the fiscal year;

D. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and

E. Any information required by Section 6322 of the Nonprofit Corporation Law.

The Annual Report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

This requirement of an Annual Report shall not apply if the Corporation receives less than $25,000 in gross receipts during the fiscal year; provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any Council member and member of the Corporation who requests it in writing.

5. Annual Statement of Certain Transactions and Indemnifications.

As part of the Annual Report to all members of the Corporation, or as a separate document if no Annual Report is issued, the Corporation shall, within one hundred twenty (120) days after the end of the Corporation’s fiscal year, annually prepare and mail or deliver to each member and furnish to each director a statement of any transaction or indemnification of the following kind:

A. Any transaction

(i) in which the Corporation, or its parent or subsidiary, was a party,

(ii) in which an "interested person" had a direct or indirect material financial interest, and

(iii) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an "interested person" is either:

1. Any director or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or

2. Any holder of more than ten percent (10%) of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

B. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation under Article 12 of these Bylaws, unless that indemnification has already been approved by the members under Section 5238(e)(2) of the Nonprofit Corporation Law.

4. INSPECTION RIGHTS OF THE CORPORATION’S MEMBERS
1. Membership List.

Unless the Corporation provides a reasonable alternative as provided below, any member of the Council may do either or both of the following for a purpose reasonably related to the member’s interest as a Council member:

1. Written Demand for Personal Inspection and Copying.

Inspect and copy the records containing members’ names, addresses, and voting rights provided that the Corporation is given a written demand stating the purpose for which the inspection rights are requested and given to the Corporation at least five (5) days in advance of the desired inspection date which shall be during usual business hours; or

2. Written Demand to Secretary of Corporation.

Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.

The Corporation may, within ten (10) business days after receiving a demand under this Section 1, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.

If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section 1, it may deny the member access to the membership list.

Any inspection and copying under this Section 1 may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the Corporation.

2. Accounting Records and Minutes.

On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the Council and the Board of Directors, and subgroups, committees and advisory bodies thereof, at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. This right of inspection extends to the records of any subsidiary of the Corporation.

3. Articles and Bylaws.

The Corporation shall keep at its principal office the original or a copy of the Articles and Bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours.

5. LONG-RANGE PLAN AND ANNUAL PLAN OF SERVICE
1. Development of Plans.

The Council shall cause a long-range plan ("Long-Range Plan") and an annual plan of service ("Annual Plan") to be submitted annually to the Library of California Board for its approval by April 1 of the fiscal year immediately preceding the July 1 fiscal year for which funds under the Library of California Act are requested. The Long-Range Plan shall set forth the goals and objectives for the Corporation over a three (3)-year period, relative to the purposes of the Library of California Act and the needs of the people within the Network area. The Annual Plan shall provide for services to advance the Corporation’s long-range goals and objectives and a budget proposed for the next fiscal year.

2. Council Approval of Plans.

The Long-Range Plan and the Annual Plan shall be approved by the Council prior to their submission to the Library of California Board; provided, however, the Council may delegate to the Board of Directors the authority to make certain modifications to the plans if the plans are disapproved by the Library of California Board and to resubmit the plans for consideration.

3. Revision of Annual Plan.

Any revision of the Annual Plan, including its budget, shall be submitted to the chief executive officer of the Library of California Board at least thirty (30) days prior to the effective date of the proposed changes.

4. Network Report.

On or before October 1 of each year, a report ("Network Report") shall be filed by the Corporation with the Library of California Board for the July 1 fiscal year just ended. The Network Report, in the form and manner prescribed by the Library of California Board, shall describe the actual accomplishments and expenditures of the Corporation’s program, comparing them with the planned accomplishments and expenditures for the fiscal year reported, and include other appropriate commentary.

6. INVESTMENTS
1. Standards, Retention of Property.

Subject to the provisions of Government Code Sections 53601 et seq.

A. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation’s investments, other than assets held for use or used directly in carrying out a public or charitable program of the Corporation, the Council shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of the Corporation’s capital.

B. Unless limited by the Articles, the Corporation may continue to hold property properly acquired or contributed to it if and as long as the Council, in the exercise of good faith and of reasonable prudence, discretion and intelligence, may consider that retention is in the best interests of the Corporation. No retention of donated assets violates this Section 1, where such retention was required by the donor in the instrument under which the assets were received by the Corporation, except that no such requirement may be effective more than ten (10) years after the death of the donor.

C. No investment violates this Section 1 by virtue of the investment’s speculative character, where the investment conforms to provisions authorizing such investment contained in the instrument or agreement under which the assets were contributed to the Corporation.

2. Endowment Fund.

A. The Corporation may receive donations earmarked for an endowment fund from any source in cash or in other property acceptable to the Board of Directors, provided the terms and conditions, if any, are consistent with the purposes and powers of the Corporation as set forth in the Articles or the Bylaws of the Corporation. All donations so received, together with the income therefrom (the "Fund"), shall be held, managed, administered and paid out in accordance with any terms and conditions with respect thereto. Unless otherwise specifically required, the Corporation may mingle such restricted donations with other assets of the Fund. The Corporation may reject any donation carrying restrictions deemed by the Board of Directors to be incompatible with the purpose of the Fund or the Corporation.

B. The Corporation shall keep a complete record of the source of all gifts made to the Fund and shall take such steps as the Board of Directors deems appropriate to recognize and commemorate each such gift, to the end that the memory of the gift and of the donor shall be appropriately preserved.

C. The Corporation shall disburse the Fund or the income therefrom at such time and in such a manner and in such amounts as the Board of Directors may, in its discretion, determine for the Corporation or its related activities.

7. DISTRIBUTION OF INCOME AND PROHIBITED ACTIVITIES

1. SEAL AND FISCAL YEAR
1. Seal.

The Council may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year and state of its incorporation.

2. Fiscal Year.

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Council.

2. amendments
1. Amendment by Council Members.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the Council, except as otherwise provided by law or by the Articles; provided, however, technical amendments necessary for these Bylaws to remain in compliance with the Library of California Act, the Regulations and Nonprofit Corporation Law may be adopted by the Board of Directors. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a director beyond that for which the director was elected.

2. Designation of Directors.

Any provision of these Bylaws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the Corporation’s members, subject to the consent of the person or persons entitled to designate or select any such directors.

3. CONSTRUCTION AND DEFINITIONS

3-8-05: Amended Article 6, Section 2. Reduced number of board members from 9 to 7.