"A little more flexibility"

By Gretchen Garrity

A local citizen has gleaned information regarding changes to the Christian County Library's bylaws in 2021. The clip below (prompted) details that a newly-drafted bylaw, Art. VIII Scope of Authority, was shared by the executive director to the board attorney and later approved by the new Board.

Here was the situation in August of 2021. Between April and August of 2021, four new board members began their terms: Matthew Suarez, Paula Bishop, Kristal Hicks, and Allyson Tuckness, respectively. Current board member Janis Hagen began her term in May 2020. The executive director was hired in April and began work on May 17, 2021.

It is interesting that the new executive director was almost immediately involved in the process of updating, changing and adding to the Board's bylaws. State statute says the board of trustees itself "...shall make and adopt such bylaws, rules and regulations for their own guidance as may be expedient, not inconsistent with law, for the government of the library and in general shall carry out the spirit and intent of sections 182.010 to 182.120 in establishing and maintaining the free county library." 

According to the board minutes in 2021, it is not until the June 21, 2021 board meeting are "Bylaw Revisions--First Review" mentioned under New Business. At that time the board approved the draft presented, pending attorney review. At the July 26, 2021 meeting, the minutes state, "Executive Director Brumett presented another possible revised version of the Bylaw revisions approved at June's regular meeting that incorporated new suggestions from the Library's attorney. As none of the changes were substantive, or would affect the legality or efficacy of the first draft, the Board was able to discuss which wording they preferred.

Matthew Suarez then moved to approve the version that incorporated the Attorney's suggestions and bring that second version to a formal and final vote at the August regular meeting." The motion was approved.

Then, at the August 23, 2021 meeting, a second reading of the bylaw revisions was voted upon with "revisions as presented." It passed.

Besides Art. VIII Scope of Authority that is detailed in the clip, there were several other changes that shed some light on how the library's staff administers the library.

According to a July 19, 2021 email obtained through the Sunshine Law, Executive Director Renee Brumett writes to Board attorney, Harry Styron, that "...the board reviewed a first reading of a bylaws revision in June. I've attached a document containing the new version and the old version. Would you be able to do a quick review and make sure there is nothing specifically illegal or inadvisable in it? Most of the changes were in response to specific requests from the board due to things that came up in the last year. Tory and I proposed a few changes to allow a little more flexibility on a few things. All of the edits or additions are highlighted."

It would be helpful to know which changes were requested from the board, and which board bylaw changes were proposed by the executive director and staff member.  

Art. II, Sec. IX is an interesting bylaw. It was added in as an entirely new section of Art. II. While the board attorney recommended different wording, the bylaw was left largely as is and passed. However, state statute says, "Vacancies in the board occasioned by removals, resignations or otherwise shall be reported to the county commission and shall be filled in like manner as original appointments; except that if the vacancy is in an unexpired term, the appointment shall be made for only the unexpired portion of that term."

That phrase, "term renewal" was questioned by Board attorney Styron in his response on July 20, 2021. He said, "I don't know of any reason to mention reappointment."

Reappointments or renewals of trustee positions seemed important to either the previous board or the administrative staff.

 

 Next, Art. III, Sec. III Quorum, Attendance & Removal, is a new section added to the bylaw revisions in 2021. The original draft described the Board of Trustees as "public representatives and administrative agents of the Library..."

Attorney Styron comments in his July 20 response, "The first sentence states that the Trustees are "administrative agents" of the Library. I do not believe that this term is consistent with the function of the Trustees as established in Article VIII, which limits the functions of the Trustees being members of a board that employs an Executive Director to do all the administration." The term "administrative agents" was removed from the proposed bylaw in the second draft.

What is important to understand is the attorney noted the other newly-drafted bylaw, Art. VIII Scope of Authority "limits the functions of the Trustees" since it gives to the Executive Director "all the administration" of the library. The implications of bylaw changes limiting the governing authority of the board itself is troubling since the board is publicly-appointed on behalf of taxpaying citizens to properly govern the Christian County Library District.

Lastly, Art. VIII, Sec. II states, "Just as the Executive Director regularly evaluates the staff, it is the responsibility of the Board of Trustees to evaluate the Library's Director's effectiveness in providing library services to the Community."

Attorney Styron commented in part, "The Board's evaluation of the Executive Director on "effectiveness in providing library services," limits the Board unnecessarily. The Executive Director could be doing well in providing library services, but might be excelling or misbehaving in significant other ways."

Despite the attorney's advice, the bylaw was passed without change. That seems to conflict with the meeting minutes: "Matthew Suarez then moved to approve the version that incorporated the Attorney's suggestions and bring that second version to a formal and final vote at the August regular meeting."

It may be there was another email exchange between Executive Director Brumett and attorney Styron that provided for a different set of suggestions for the August meeting where a final vote on revisions was made. However, the fact the board was either unaware of their responsibility to "make and adopt such bylaws...for their own guidance," or they felt comfortable passing off at least part of that responsibility to the executive director, is problematic. 

In the end, it appears in 2021 the board of trustees gave up some of their authority to the executive director of the library.