BLACK GOLD COOPERATIVE LIBRARY SYSTEM
AMENDED
BYLAWS
o Reviewed and Adopted - August 26, 1988
o Reviewed and Adopted - July 28, 1989
o Revised - December 15, 1989
o Revised - July 26, 1991
o Reviewed and Adopted - October 23, 1992
o Revised -April 24, 1998
o Revised and Adopted -August 26, 2005
o Revised and Adopted - February 22, 2008
o Reviewed - July 25, 2008
o Revised and Adopted -August 27, 2010
o Revised and Adopted -August 23, 2013
o Revised and Adopted - September 26, 2013
o Revised and Adopted - December 6, 2013
o Revised and Adopted - January 24, 2014
o Revised and Adopted - June 6, 2014
o Revised and Adopted - September 26, 2014
o Revised and Adopted - June 5, 2015
o Revised and Adopted - June 1, 2018
o Revised and Adopted - October 10, 2018
o Revised and Adopted -____ 2024.
ATTACHMENT B
AMENDED BYLAWS
OF THE
BLACK GOLD COOPERATIVE LIBRARY SYSTEM
LIST OF ARTICLES
PREAMBLE ....................................................................................... 2 ARTICLE I NAME ................................................................................................ 2 ARTICLE II OBJECTIVES .................................................................................... 2 ARTICLE Ill MEMBERSHIP .................................................................................. 2 ARTICLE IV SYSTEM ADMINISTRATIVE COUNCIL ............................................ 3 ARTICLE V OFFICERS AND DUTIES .................................................................. 3 ARTICLE VI MEETINGS AND QUORUM .............................................................. 4 ARTICLE VII COMMITTEES ................................................................................... 5 ARTICLE VIII SYSTEM STRUCTURE AND ORGANIZATION .................................. 6 ARTICLE IX PARLIAMENTARY AUTHORITY ........................................................ 6 ARTICLE X AMENDMENTS ................................................................................. 6 ARTICLE XI ADMINISTRATION OF THE SYSTEM .............................................. 6 ARTICLE XII BUDGET ........................................................................................... 7 ARTICLE XIII HANDLING OF FUNDS ..................................................................... 7 ARTICLE XIV PROTECTION OF PROPERTY ....... ........... ........ .............. ......... 8 ARTICLE XV FUNDING CONTRIBUTION FORMULA ... ............ ....... ... ... ......... . 8 ARTICLE XVI DATABASE, CATALOGS AND SERVICES ... ..................... .......... 8 ARTICLE XVII CREDITING BUDGET SURPLUS TO MEMBERS ..... ..... ..... ........ .. 9 ARTICLE XVIII DISTRIBUTION OF ASSETS UPON DISSOLUTION ............... ....... 9
ATTACHMENT B
2 AMENDED BYLAWS
OF THE
BLACK GOLD COOPERATIVE LIBRARY SYSTEM
PREAMBLE
These several independent public libraries, having formed the Black Gold Cooperative Library System under terms of the California Library Services Act and the Amended Joint Powers Agreement entered into by public libraries (hereinafter, "the System"l, do hereby adopt the following Bylaws for governing the structure, operation and management of the System pursuant to the Joint Powers Agreement.
ARTICLE I
NAME
The name of this entity shall be the "Black Gold Cooperative Library System", also referred to herein as "the System."
ARTICLE II
OBJECTIVES
The objectives of the System shall be to implement and achieve the purposes of the Joint Powers Agreement, as well as the Plan of Service filed with the State Librarian, in a manner consistent with the provisions of the California Government Code, sections 6500-6579 (Joint Exercise of Powers) and Education Code sections 18700- 18767 (Library Services Act). A further objective is to engage in other agreed upon programs that extend and enhance the resource sharing capabilities of the individual libraries in the System.
ARTICLE Ill
MEMBERSHIP
The membership of the System shall be limited to those libraries that are officially accepted and recognized as members by the California Library Service Board, having met the requirements set forth in the California Education Code, Sections 18700- 18766 {California Library Services Act), and the California Administrative Code (Chapter 2, Public Library Services). Additionally, new members shall also satisfy Section 13 of the Amended Joint Powers Agreement.
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
3 ARTICLE IV
SYSTEM ADMINISTRATIVE COUNCIL
Section 1.
The System shall be governed by an Administrative Council ("Council") composed of one voting representative from each Member jurisdiction, who shall be the head librarian of that Member.
Section 2.
Each Member shall have one vote on any matter before the Council, except that a Member which provides a notice of withdrawal from the System shall have no voting rights following notice of withdrawal and shall not participate in closed sessions of the Council. In case of unavoidable absence from a meeting, a voting representative may designate an alternate to attend the meeting who shall then have the voting power for that Member.
Section 3.
The Council shall serve and govern the System as defined in Article 5, Section 18747, Paragraph (a), of the California Library Services Act.
Section 4.
The Council shall have all powers necessary to determine the short- and long-range objectives and policies of the System and to implement the Plan of Service agreed upon and the further objectives of the System, consistent with the Joint Powers Agreement. The Council's powers shall include the power to employ a System Director, to adopt resolutions, rules and regulations governing System business, and to take any other actions incidental to carrying out the objectives of the System and provisions of the Amended Joint Powers Agreement.
ARTICLE V
OFFICERS AND DUTIES
Section 1.
OFFICERS
(a) The officers shall be a Chairperson and a Vice-Chairperson. The Chairperson of the Council is established according to a rotation schedule which automatically moves the Chairpersonship northward geographically throughout the System. The Vice-Chairperson is established according to the same rotation schedule and is designated as the next person on the list. The rotation schedule is as follows:
a. Santa Paula
b. Carpinteria
C. Goleta
d. Lompoc
e. Santa Maria
f. Paso Robles
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
4 (b) The System Director ("Director") shall be a System employee, who shall also be the Secretary of the Council.
The System officers shall perform all duties prescribed by these Bylaws, the Amended Joint Powers Agreement and by the parliamentary authority adopted by the System.
Section 2.
DUTIES
a) The Chairperson shall preside over all meetings of the Council. The Chairperson shall appoint members to committees authorized by the Council.
Vice-Chairperson shall serve as Chairperson in the absence of the Chairperson.
b) The Director, in her/his capacity as Secretary, shall be responsible for the minutes of meetings, reports and correspondence. The minutes of each meeting shall be formally approved at the next Council meeting. Once approved the minutes shall be the official record of actions taken at such meeting.
Section 3.
The Treasurer of the System, shall keep proper financial records, make, and account for all receipts and disbursements as approved by the Council, make financial reports and perform all other duties set forth in the Bylaws and as required in the implementation of the California Library Services Act of the State of California and the Joint Powers Agreement. The Treasurer shall comply with Government Code section 6505.5.
Section 4.
The Chairperson and Vice-Chairperson of the System shall assume office at the first meeting of each fiscal year and shall serve for one (1) fiscal year.
Section 5.
If the office of Chairperson becomes vacant, the Vice-Chairperson shall serve for the unexpired term. If the office of Vice-Chairperson becomes vacant, the office shall be rotated according to the schedule set out in Section 1 of this Article.
ARTICLE VI
MEETINGS AND QUORUM
Section 1.
The Council shall meet no fewer than six (6) times throughout the fiscal year. The Executive Committee of the Council shall meet on an ad hoc basis.
Section 2.
The Council may also meet upon call of the Chairperson or upon petition of a majority of the members.
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
Section 3.
A majority of the members of the Council shall constitute a quorum.
Section 4.
Notice and agenda of each meeting of the Council shall be in writing and transmitted at least five (5) calendar days prior to each meeting. The Notice, Agenda and all actions taken at the meeting shall comply with the Brown Act.
Section 5.
5 The affirmative vote of the majority of the voting members present, providing a quorum exists, shall be sufficient for all action taken, with three exceptions:
1. For approval of the budget there must be an affirmative vote of a majority of the entire Council.
2. For amendment of the Bylaws there must be approval of all Members less one Member of the governing bodies of Members.
3. For addition of a new Member to the System and Amended Joint Powers Agreement, there must be an affirmative vote of at least all but one Member of the Council.
ARTICLE VII
COMMITTEES
Section 1.
The Council shall establish the Executive Committee with the following objectives and responsibilities.
• Executive Committee: The Executive Committee will provide guidance, direction, and oversight to the Director in matters related to Human Resources, Finance, and other policy matters.
• The Executive Committee will provide the Director with performance feedback and establish goal-setting process in collaboration with the Director. • The Executive Committee will help formulate and provide direction on financial strategies and structure, review budgets and provide input on financial and personnel policies.
a) The Executive Committee shall be comprised of the Council Chairperson, the Vice Chairperson, and the Past Chairperson with one At-Large Member to participate if needed due to an absence.
b) The current Council Chairperson shall be the chair of the Executive Committee.
Section 2.
The Council shall establish the following standing member libraries' staff committee and user groups, indicating their objectives, responsibilities, and membership:
a. Library Operations Committee
b. Youth Services User Group
c. Adult Services User Group
d. Collection Development User Group
e. Outreach and Marketing User Group
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
Section 3.
The Council shall authorize such ad hoc committees and task force groups as it deems necessary.
ARTICLE VIII
SYSTEM STRUCTURE AND ORGANIZATION
Section 1.
HEADQUARTERS
The official headquarters of the System shall be 580 Camino Mercado, Arroyo Grande, CA 93420, which shall be subject to change upon vote of the Council.
Section 2.
SYSTEM DIRECTOR ("DIRECTOR")
6 The Director shall be Secretary and, if also a CPA, shall be System Treasurer. The Director shall be responsible for hiring System employees, and for the planning, organizing, coordinating, reporting, and budgeting functions of System Administration.
The Director shall report and be responsible to the Council. The Director shall serve as a non-voting ex officio member on all Council and member staff committees.
ARTICLE IX
PARLIAMENTARY AUTHORITY
Subject to the Joint Powers Agreement, and except as otherwise provided herein and by State Law, the latest edition of Rosenberg's Rules of Order shall govern the conduct of business at meetings of the Council and of all meetings of standing Committees of the Council.
ARTICLEX
AMENDMENTS
These Bylaws may be amended at any meeting of the Council in the manner provided by Article Vl.5.2. Any proposed amendment shall be submitted in writing to the Members at least thirty (30) calendar days in advance of the Council meeting at which the amendment is considered.
ARTICLE XI
ADMINISTRATION OF THE SYSTEM
The System shall be administered in a fashion consistent with the Amended and Restated Joint Powers Agreement dated_, 2024, and subject to the supervision, policies and advice of the Council. System administration shall include the following:
Itemized billings shall be submitted, and records shall be subject to review and audit as provided, in the Amended and Restated Joint Powers Agreement.
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
7 The administrative staff shall be under the supervision of the Director. All records shall be subject to review and audit as provided in the Amended and Restated Joint Powers Agreement. The administrative staff and Director shall be responsible for those duties outlined in Article VIII, Section 2, of these Bylaws.
The library operations staff shall be under the supervision of the Director. They shall coordinate a system-wide program of library operations including, but not limited to, circulation control, public catalogs, interlibrary loans online, database creation and maintenance, and other online services for use by the member libraries.
ARTICLE XII
BUDGET
Prior to January 30 of each year the Council shall adopt a tentative budget for the expenditures of the System during the succeeding fiscal year and shall make the tentative budget available to local jurisdictions for budget review. After March 1, but prior to April 1 of each year, acting upon the results of the review, the Council shall adopt a preliminary budget for the expenditures of the System during the succeeding fiscal year. Prior to July 1 of each year the Council shall adopt a final budget for the expenditures of the System during the succeeding fiscal year. The final budget shall be based on the preliminary budget and the total contribution required from all member agencies shall not exceed the amount specified in the preliminary budget; provided, however, that the final budget may be augmented for monies received after its adoption. When significant funding changes take place after adoption of the final budget, an adjusted final budget shall be adopted by the Council.
ARTICLE XIII
HANDLING OF FUNDS
The System shall maintain a separate interest-bearing trust account or accounts for all funds received for the System.
Standard accounting practices shall be used to account for funds received by and disbursed for the System. System account books shall be open at all times during normal business hours for inspection by any authorized representative of any Member to the System Joint Powers Agreement, as well as to the authorized representative of any official of a government agency that grants or disburses funds to the System.
The System shall be operated on a fiscal year basis beginning July 1 of each calendar year and continuing through June 30 of the succeeding calendar year. A formal audit of the System shall be accomplished for each fiscal year. A qualified certified public accountant shall be selected by the Council to conduct the annual audit, unless the Members have agreed to two-year period per subsection (f) of Government Code section 6505. The selected auditor shall prepare a statement of assets and liabilities, a statement of receipts and disbursements, and such other statements and reports as may be required by the Council. All parties shall cooperate in supplying the Black Gold Cooperative Library System Bylaws
ATTACHMENT B
information necessary for the audit. A copy of the audit shall be distributed to each Member.
ARTICLE XIV
PROTECTION OF PROPERTY
Any party who is entrusted with System property or System funds shall provide an official bond or a public employees' fidelity bond in an amount satisfactory to the Council, unless this requirement for such bond is waived by the Council.
The System shall carry Public Employee Dishonesty insurance coverage. Each party entrusted with System property shall be charged with the duty of its day-to-day maintenance. The decision to insure, repair or replace seriously damaged or destroyed property shall be left to the discretion of the Council, and such repair and replacement shall be at System's expense unless the Council determines otherwise.
ARTICLE XV
FUNDING CONTRIBUTION FORMULA
8 Contributions from the member jurisdictions will be assessed by the System to support its operation, according to a formula adopted by the Council. The formula in use as of the effective date of these Bylaws is set forth in Exhibit 1 to these Bylaws, and shall remain in effect until modified by the Council. Provided, however, some System services to members may be classified as Supplemental, and a separate fee may be charged for them at a rate determined by the Council.
Upon adoption of the final budget, contributions shall be payable by members in equal installments quarterly; the first installment being due August 1 of the year for which contributions are being made. Funds shall be placed in the System's interest-bearing trust account(s) until needed for support of operations.
At least every two years the Council shall examine the contribution formula and decide what changes, if any, are needed. In addition, a review of Core and Supplemental/Fee services and associated costs should be done at the same time.
ARTICLE XVI
DATA BASE, CATALOGS AND SERVICES
The System shall maintain a database containing titles possessed by all Members, who shall have access to the network of online services provided by the System subject to the rules and guidelines adopted by the Council.
Any Member library may obtain copies of the database by paying the cost of such copies. Upon approval of the Council, updates to the Black Gold database may be obtained by purchasers of the database by paying the additional cost to the System of producing copies of the updates.
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
9 ARTICLE XVII
CREDITING BUDGET SURPLUS TO MEMBERS
At the end of each fiscal year, if there is a budget surplus, the surplus may be credited back to members the following fiscal year, based upon an evaluation of the following criteria at a meeting of the Council, and upon approval of the Council:
I. All reserves must be fully funded.
2. If budget money is taken from Reserves for a special project and not used in full, those funds will be returned to Reserves and not be eligible for credits.
3. Credit will be given after the annual audit is complete and the surplus would be calculated from that report.
4. Funds would be split and credited equally the last two quarters of the FY according to the Article XV formula after the audit is complete.
ARTICLE XVIII
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon termination of the Joint Powers Agreement, dissolution of the Agency, and after payment of all liabilities, costs, expenses and charges validly incurred by the System, all remaining net assets of the System shall be disbursed among then Member Agencies in accordance with and proportionate to their cash contributions (including payment for services received and property at market value when received) made during the term of this Agreement, pursuant to Agreement section 16 and Government Code section 6511. However, the Council may in its discretion determine a different method of allocating remaining net assets.
Approved Effective: _____ , 2024.
Dated: Dated: ----- -----
City of Goleta City of Santa Maria
By:----------- By:
Authorized Officer Authorized Officer
Dated: Dated: ----------
Blanchard/Santa Paula Library District City of Carpinteria By:------- ---- By:
Authorized Officer Authorized Officer
Dated: Dated: ----------
City of Lompoc City of El Paso de Robles
By:----------- By:
Authorized Officer Authorized Officer
Black Gold Cooperative Library System Bylaws
ATTACHMENT B
EXHIBIT 1 TO BYLAWS
Black Gold Member Contribution Formula
Approved by the Administrative Council on October 10, 2018 Contributions from the member jurisdictions are necessary for the support and operation of the System. The cost of operating the System includes all services plus equipment, including hardware, software, maintenance, communication lines, staff and supplies. Some services may be classified as Supplemental, and a separate fee may be charged for them at a rate determined by Council. First, the budget expenditures are determined, then the funds expected from CLSA for Communication & Delivery plus any grants, LAIF interest and any other revenue stream from third parties are totaled and subtracted from the budgeted expenditures. This remaining balance will be supported by the System members through local funds.
Contribution allocations will be calculated for these local funds according to the following formula:
Base fee= 20% of the local funds to be provided by (excluding e-content purchases and subscriptions) and will be shared equally among all Members
Resource fee= Remaining shared local funds (excluding e-content purchases and subscriptions) and shall be allocated to Members based on the following formula:
25% Circulation (reported at the end of the prior fiscal year--excluding downloadable titles) 50% Population (reported by State Library for the prior year end) 25% Network Devices (excluding public internet devices) E-Content fee= Shareable costs of e-content purchases and subscriptions and is allocated to each Member by % of total usage
Upon adoption of the final budget, contributions shall be payable in equal installments quarterly; the first installment being due August 1 of the year for which contributions are being made. Funds shall be placed in the System's interest-bearing trust account(s) until needed for support of operations.
Every two years the Council examines the contribution formula and decides what changes, if any, are needed.
ATTACHMENT B