Wilton Library Association Incorporated

“Wilton Library Association, Inc. (the Corporation) has one Member class. Any person who supports the Corporation in a current or next preceding fiscal year by one or more contributions of cash or property shall be known as a Member of the Corporation. Such Members shall be known as "Friends of the Wilton Library and may be so designated in the records and reports of the Corporation. The Board of Trustees may confer Life Membership in the Corporation on any person who has made especially meritorious contributions to the purposes of the Corporation by a majority vote at any meeting of the Board of Trustees. The number of Life Members shall not be limited. Membership in the Corporation shall be nontransferable, and shall be terminated by death, voluntary withdrawal, or expulsion.”

“Each Member shall be entitled to one vote on each matter submitted to Members for action. At the Annual Meeting, each member may vote in the election of the Board of Trustees. The Members elect all of the foregoing officers and may elect such other officers as they shall deem appropriate. Officers are elected at the Annual Meeting of the Members for a term extending until the next succeeding Annual Meeting.”

“Each Member shall be entitled to one vote on each matter submitted to Members for action. Any Trustee may be removed from the Board of Trustees with or without cause at any time by a vote of two-thirds (2/3) of the Members then present at any special meeting of the Members called expressly for the purpose of considering such removal. At all times, any modification of the Bylaws to change the vote required for Member action must be approved by the Members at any annual or special meeting at which a quorum is present.”

“The Wilton Library Association Inc. has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the Form 990 has been prepared, reviewed by the Executive Director and Financial Manager and is ready to be filed with the Internal Revenue Service, it is electronically sent to the board for approval. The organization's board has one week to make any comments. Resulting comments are immediately grouped, summarized and provided for review to the outside accounting firm until the return is finalized. Once the board has approved the return it is filed with the Internal Revenue Service.”

“Disclosure statements will be completed by each trustee and collected by the executive director by September of each year. the executive director and a designated trustee will review the statements to see if there are any items of conflict reported. the executive director will prepare and present to the executive committee for their review, a summary of the findings. the executive committee will inform the board of trustees when the process has been completed. When any conflict of interest is relevant to a matter requiring action by the Board of Trustees, the interested person shall call it to the attention of the Board of Trustees and the trustee concerned shall not vote on the matter. Moreover, the person having a conflict shall retire from the room in which the Board is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person may provide the Board or committee with any and all relevant information before retiring. The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by vote of the Board of Trustees or its committee, excluding from the room and the vote the person whose situation will be discussed.”

“at the september meeting of the board of trustees, the president will describe the process and will present a summary of the director's area of focus for the current year. prior to the march meeting of the board, a director performance survey will be sent to the trustees, to be returned within ten days to a designated member of the human resources committee, who will collate the results. in the same time period, individual trustees will give to the president any suggestions for the director's areas of focus for the coming year. in april, the president will meet with the director concerning the areas of focus for the current year and to determine those for the following year. focus areas suggested by individual trustees will be considered but not necessarily included in the director's final list. prior to the may executive committee meeting, the members will meet in executive session to receive the report from the chairman of the hr committee. the report will include a summary of the survey results, a summary of the director's achievement in the focus areas, and a recommendation on the director's compensation package. the executive committee will then determine the compensation package to be proposed to the board. at the may board meeting, in an executive session of the full board, the president will present the executive committee recommendation for the director's compensation package. following discussion in executive session, the board will vote on the package in open session, with the results of the vote recorded in the minutes. following the may board meeting, the president will notify the financial director of any changes in the director's compensation package and will prepare a performance evaluation report for the director to keep on file.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request to management.”

“The Finance Committee assumes responsibility for the oversight of the audit and selection of an independent accountant. This process has not changed form the prior year.”