"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.

Library Board Minutes Tell a Story

Board Minutes of July 26, 2021

By Gretchen Garrity

The attorney for the Christian County Library Board of Trustees has sued the Board for allegedly violating its bylaws for election of officers at the August 27, 2024 meeting. See HERE. The board’s attorney, Harry Styron, is representing the board in the suit against...the board.

Although the original complaint named board Secretary Janis Hagen as the plaintiff along with the “Christian County Library District,” that has since been amended to name only the Library District, which in essence, is the governing body—the Christian County Library Board of Trustees.

While officer elections are mandated in the bylaws for December, the bylaws do not specifically prohibit officer elections at other times of the year. Indeed, when occasional vacancies and July trustee appointments occur the Board has held elections then, as recently as 2023.

It makes sense that officer elections would also occur in July since the Christian County Commission appoints library board members each year at that time, or whenever a vacancy occurs.

However, the lawsuit revolves around the attempt to prevent the newly-elected board from assuming their positions.

BACKGROUND HISTORY

At the July 26, 2021 board meeting Secretary Janis Hagen was absent, and a board vacancy prompted an election of officers that included leaving the office of President vacant until December, and to have Trustee Hagen remain in her position as board secretary.

Listed under Old Business, a vice-president and treasurer were elected, as well as a member-at-large. The minutes read exactly as follows:

“Election of Board of Trustee Officer Positions for Remainder of 2021.”

Each of five positions is then noted, with accompanying explanation. The full slate of officers (as well as the member-at-large position) was listed to be elected, although the Board decided not to elect a president due to the board vacancy. Three positions were elected and one position remained the same.

At the July 25, 2023 Board meeting, a president, vice-president, and treasurer were elected. Hagen remained as secretary. The following December meeting was a reaffirmation of the same slate.

The board attorney, therefore, has sued the board for doing what it has already been doing for several years. 

Why now?

At the September 24, 2024 board meeting, the board voted to amend the bylaws to specifically state that officer elections can occur at any time of the year, as warranted. The annual mandated election of officers will remain as well, but in July instead of December. This affirms what has already been occurring in the last few years.

Video below, scroll to about 54 minutes in for discussion of the bylaw changes.

THE MISSOURI SUNSHINE LAW

One other issue mentioned in the lawsuit is a purported violation of the Sunshine law. Because the August agenda called for a vice-president election, and not typically “officer elections,” the lawsuit claims the public was not properly notified. The Missouri Sunshine law states, “All public governmental bodies shall give notice of the time, date, and place of each meeting, and its tentative agenda, in a manner reasonably calculated to advise the public of the matters to be considered…”

Since officer shuffles often happen, even if only one officer is slated to be elected, the library staff member who wrote the agenda would have better served the public and the Board by using the term “officer elections.” The question then, was the public “reasonably” advised of a board election?

Incidentally, the library board has often elected members to the Member-at-Large position. However, that seems to have ended with the appointments of Diana Brazeale and Echo Schneider in 2023.