Wilton Library Association Incorporated

“Wilton library association, inc. (the "library") has one class of members. Any person who supports the library in the current, next or preceding fiscal year by one or more contributions of cash or property is known as a member 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.”

“At each annual meeting of the members, members elect trustees to succeed those whose terms are expiring by an affirmative vote of a majority of all members voting at the annual meeting of the members, except for those trustees appointed by the town of wilton. In total, six (6) trustees are appointed by the town of wilton. The officers of the library are also elected by the members at the annual meeting of the members.”

“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 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 library 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. After the form 990 has been prepared, it is reviewed and approved by the finance committee. Following this review, the return is distributed by the executive director to the full board of trustees prior to filing the return with the internal revenue service.”

“Disclosure statements are completed by each trustee and collected by the executive director annually. The executive director and a designated trustee review the statements to evaluate whether there are any reported conflicts of interest. The executive committee informs 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 will disclose the conflict to the board or committee and the person having the potential or actual conflict will not vote on the matter. Moreover, the person having a conflict will leave the meeting and will 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 leaving. The minutes of the meeting of the board or committee will 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 will be resolved by vote of the disinterested person(s) of the board of trustees or its committee.”

“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.”

“The library makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The form 990 is available on the library's website, as well as on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the library directly.”

“The finance committee assumes responsibility for the oversight of the audit and selection of an independent accountant. This process has not changed from the prior year.”