The Council of Members, by majority vote except where noted, shall have the right to elect directors and officers of the corporation as provided in Articles 5.3 and 6.2 below. The Council shall also have the right to revise and approve the Plan of Service and the Annual Budget, and to recommend both to the Massachusetts Board of Library Commissioners for funding approval. The Council shall have such other powers and rights as are vested in "members" by Massachusetts law.

The Council of Members shall hold an annual meeting each year and may select the time and place for the annual  meetings. Other Council Meetings may be held from time to time. Meetings of the Council may be called by petition of 10% of the members of the Council, the president of the executive board of the corporation, or by a majority of the directors then in office, by giving written notice of the date, time, place, and purpose of such meeting to the Council of Members at least ten (10) days in advance of such meeting.

Fifteen percent of the Council of Members shall constitute a quorum for the transaction of business at any meeting of the Council. At any meeting of the members at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law or these bylaws.

The Past President, as Chair of the Nominating Committee, shall prepare a slate of directors and officers to be presented at the Annual Council of Members meeting. Additional nominations may be made from the floor following the report of the nominating committee.

Those individuals serving on the executive board shall throughout these bylaws hereafter be referred to as directors.

The business and affairs of the corporation shall be controlled and governed by the executive board, which shall have the right to exercise all powers of the corporation that are not expressly reserved to the Council of Members of the corporation by law, the Articles of Organization, or these bylaws. The executive board shall have sole authority to hire and remove the regional administrator.

The executive board shall consist of at least 12 voting members: four public, two school, two academic, and two special library representatives who shall be elected by and from the Council of Members at its Annual meeting. One of the two school representatives shall be from a participating public school.  The board shall also include one lay person and also the Past President who may represent one of any of the multi type members. In addition, the regional administrator of the corporation, and the liaison from the Massachusetts Board of Library Commissioners shall serve ex officio without vote on the executive board.

Directors shall be elected for two-year staggered terms and may serve a maximum of three consecutive terms. At the first annual meeting of the Council of Members, one-third of the directors representing each category of libraries shall be elected for a term of one year, one-third of the directors representing each category of libraries shall be elected for a term of two years, and one-third of the directors representing each category of libraries shall be elected for a term of three years. One lay person shall be elected at the first annual meeting for a term of two years. Thereafter, directors shall be elected for two-year terms and shall serve until their respective successors are chosen and qualified.

The executive board shall hold an annual meeting each year and may select the time and place for annual and other meetings of the board. Other meetings of the executive board may be called by the president of the board or by a majority of the directors then in office by delivering notice in writing, of the date, time, place, and purpose of such meeting to all directors at least three (3) days in advance of such meeting.

A majority of the executive board shall constitute a quorum for the transaction of business at any meeting of the board. At any meeting of the executive board at which a quorum is present, a majority of those directors present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these bylaws.

One or more directors may participate in any annual, regular, or special meeting of the board by means of conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear each other at the same time. Such participation shall constitute presence in person at such meeting.

Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting forth the action as taken, shall be signed by all of the directors with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the executive board.

Whenever any notice of a meeting is required to be given to any director under the Articles of Organization, these bylaws, or the laws of Massachusetts, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

The executive board may create such standing and special committees as it determines to be in the best interest of the corporation. The executive board shall determine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated. Directors and others who are not directors of the corporation may serve on committees of the board and may participate and vote at committee meetings. Each such committee shall submit to the executive board, at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the executive board. Any committee may be terminated at any time by the executive board.

Directors, other than those serving ex officio without vote, shall not receive any salaries for their services on the board and shall be precluded from receiving compensation for services rendered to the corporation in any other capacity.

Any director may resign by delivering a written resignation to the corporation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.

Any director may be removed for failure to attend three consecutive executive board meetings. Removal may occur by vote of a majority of the entire Council of Members at any meeting of the Council or by a vote of three-fourths of the entire executive board at any meeting of the directors. No director shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the director whose removal is sought.

Any vacancy occurring in the executive board shall be filled by the executive board until the next annual meeting of the Council of Members when a director shall be elected to serve the remainder of an unexpired term.

The officers of the corporation shall be a president, vice president/president-elect, treasurer, and clerk of the executive board.

The officers of the corporation shall be elected annually by and from the Council of Members at its annual meeting. Each officer shall hold office until a successor shall have been elected and qualified. The vice president/president-elect shall automatically move into the office of president after completing his/her one-year term as vice president.

A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the executive board until the next annual meeting of the Council of Members.

Any officer may be removed, with or without assignment of cause, by a vote of a majority of the entire executive board at any meeting of the executive board. No officer shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the officer whose removal is sought.

The president shall preside at all meetings of the executive board. The president, or other proper officer or agent of the corporation authorized by the executive board, may sign any deeds, mortgages, bonds, contracts, or other instruments which the executive board has authorized to be executed. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the executive board from time to time. 

Upon the assumption of the presidential duties by the president elect, the outgoing president shall assume the role of Past President, shall hold the right to vote, and shall have such powers and perform such duties as shall be designated by the executive board, including Chair of the Nominating Committee. This is a one-year term.

There shall be a vice president/president-elect who shall have such powers and perform such duties as shall be designated by the executive board. In the absence or disability of the president, the vice president/president-elect shall assume all powers and perform all the duties of the president until such time as the executive board shall otherwise direct.

The treasurer, or other proper officer or agent of the corporation authorized by the executive board, shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipt for moneys due and payable to the corporation from any source whatsoever; and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the executive board; and in general perform all of the duties incident to the office of treasurer and such others as may from time to time be assigned by the executive board. The treasurer shall be  Chair of the Budget Committee. The office of treasurer will be filled annually by the assistant treasurer/treasurer elect who has completed his/her one-year term as assistant treasurer/treasurer elect.

There shall be an assistant treasurer/treasurer elect, who shall be a member of the budget committee, and shall have such powers and perform such duties as shall be assigned by the executive board. In the absence or disability of the treasurer the assistant treasurer/treasurer elect shall assume all powers and perform all the duties of the treasurer until such time as the executive board shall otherwise direct.

The clerk, or other proper officer or agent of the corporation authorized by the executive board, shall keep the minutes of the meetings of the executive board in one or more books provided for that purpose; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the executive board.

The executive board may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined by specific instances.

All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or agent of the corporation as from time to time may be determined by the executive board. In the absence of such determination by the board, such instruments shall be signed by the treasurer of the corporation.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the executive board shall select.

The executive board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

As set forth in Article 5.11 directors (other than those serving ex-officio without vote) may not receive compensation for services rendered to the corporation as directors or in any other capacity.

Whenever a director, officer, or Council member has a financial or personal interest in any matter coming before the executive board or the Council of Members, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. The minutes of the meetings at which such votes are taken shall record such disclosure and abstention.

Meetings of the Council of Members and the executive board shall be open to the public. However, meetings may be closed to the public in order to discuss personnel issues or other matters involving the reputation, character, physical condition or mental health of an individual. Notice of Council of Members and executive board meetings shall be given at least 48 hours prior to the meeting through such electronic or other means as the board may reasonably determine to reach interested members of the public.

The corporation shall keep at the principal office of the corporation correct and complete books and records of account; minutes of the proceedings of the executive board; and a register of the names and addresses of the directors of the corporation. All books and records of the corporation may be inspected by any director, or agent, or attorney thereof, for any proper purpose at any reasonable time.

Notwithstanding any other provisions of these bylaws, no director, officer, employee, agent, or any other representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken by an organization exempt under section 501(c) (3) of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.

In the event of dissolution of the corporation, the executive board shall, after paying or making provisions for the payment of all of the liabilities of the corporation to the extent assets of the corporation permit, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as the executive board shall determine, in such manner as required by section 501(c) (3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.

No one serving on the Council of Members and no officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided,however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the director's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served on the Council of Members or as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes,penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding as not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the corporation and the indemnified persons. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such indemnified person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

The rules contained in the current edition of Roberts Rules of Order, Newly Revised, shall govern the Corporation in all cases to which they are not inconsistent with these bylaws and any special rules or order the Corporation may adopt. For every meeting of the Council of Members, the President shall appoint a Parliamentarian.

These bylaws may be amended by a majority vote of both the Council of Members at any Council meeting and the directors at any meeting of the executive board, provided that a notice of intent to amend and the wording of the proposed amendments shall have been sent to the members of the Council of Members and the directors at least 21 days in advance of the meetings.