Bylaws

ARTICLE I 

NAME

The name of this organization shall be the Northwest Regional Library System, hereinafter referred to as NORWELD.

ARTICLE II

STATUTORY AUTHORITY

NORWELD is organized pursuant to Section 3375.90 of the Ohio Revised Code.  These Bylaws shall be the governing documents for all operations of NORWELD, which may exercise all powers and authority and assuming the responsibilities delegated to it under Chapter 3375 and these Bylaws. 

ARTICLE III

PURPOSE

The purpose of the Northwest Regional Library System is to create and maintain an environment in which the membership of the system can readily share resources, services, continuing education, and networking opportunities to enhance library services both in the local community and in the region. 

The Northwest Regional Library System facilitates this effort by:

  1. Providing services, training, and networking opportunities otherwise not affordable to individual libraries;

  2. Providing expertise, assistance and recommendations by professionals in a climate of ever-changing technologies;

  3. Coordinating efforts on group projects for special services in the region;

  4. Providing a link between local community resources and those of the state and the nation; and

  5. Offering professional staff to assist members by providing advice, expertise, and sound business judgment to help librarians respond to the challenges of providing excellent library services and materials to patrons in the local community and the region.

ARTICLE IV

MISSION

NORWELD will provide such imaginative leadership and special services that all libraries in Northwest Ohio will excel and deeply enrich their communities.

 ARTICLE V

ORGANIZATION

Section 1. NORWELD is organized as a Metropolitan Library System as defined and governed by Sections 3375.90 et. seq. of the Ohio Revised Code.

Section 2. NORWELD is an organization of public, academic, special, school, institutional, and other libraries or information services within NORWELD's geographical service area.

Section 3. NORWELD may service any of the above defined libraries in the following geographical area: Allen, Auglaize, Crawford, Defiance, Fulton, Hancock, Hardin, Henry, Huron, Logan, Lucas, Marion, Mercer, Morrow, Ottawa, Paulding, Putnam, Sandusky, Seneca, Shelby, Union, Van Wert, Williams, Wood and Wyandot counties. The boundaries of NORWELD do not overlap the boundaries of any other currently chartered library system.

Section 4. Map

A map of Ohio divided into its 88 counties. Each quadrant of the state is in a different color, representing the regional library system it is a part of.

Section 5.  Fiscal Year.  NORWELD shall maintain a fiscal year commencing July 1st of each year through June 30th of each year. 

ARTICLE VI

 MEMBERSHIP

Section 1. Types of Membership

A.  Full Membership:  Full Membership is open to any library within NORWELD's stated service area upon written application to and approval by the NORWELD Executive Director (“Executive Director”). These libraries will have access to Basic Services provided by the State Library and delivered through NORWELD. Libraries will become Full Members upon payment of applicable program fees.

B.  Geographic Membership:  Geographic Membership is extended to all libraries within the designated service boundaries of NORWELD commencing on July 1, 2006. Geographic Members will have access to Basic Services provided by the State Library and delivered through NORWELD. Geographic Members are not eligible to serve on the NORWELD Membership Council (“Membership Council”), the NORWELD Board of Trustees (“Board of Trustees” or “Board”), or as Officers and have no voting rights.

Section 2. Application Process for Membership

All libraries interested in Full Membership in NORWELD must submit a written application to the Executive Director. Full Member libraries must abide by NORWELD's Bylaws (“Bylaws”), practices, and policies. All fees will be determined by the Board of Trustees.

Section 3. Autonomy Preserved

Nothing pertaining to organization and operation of NORWELD shall be construed to infringe upon the autonomy of any participating library or of the governing body of any library. (ORC Section 3375.90(C))

Participating libraries may be full voting members of only one existing state chartered regional library system.

Section 4.  Program Fees

Full Member libraries will be charged an annual program fee which will be established by the Board of Trustees. This fee will be due as determined by the Board of Trustees.  Full Member libraries who do not pay the program fees or who consistently fail to pay those fees by the deadline established may be suspended from program services or removed from Full Membership at the discretion of the Executive Director.

Section 5.  Removal from Membership

A.  Voluntary Termination:  Full membership may be terminated on the first day of July in any year, providing that notice of the intent to withdraw has been received by the Secretary at least eighteen (18) months prior to the date of withdrawal. (ORC 3375.93)

B. Involuntary Termination: Continued Full Membership and its privileges are contingent upon the prompt payment of fees, compliance with Bylaws, policies, and procedures. The Board of Trustees reserves the right to remove from Membership any library for non-compliance or if it determines by two-thirds (2/3) vote of the Board of Trustees that removal from Membership is in the best interests of NORWELD.

ARTICLE VII 

GOVERNANCE

NORWELD's structure allows for broad representation from its membership, while operating within the accepted guidance of a Board of Trustees.

Section 1.  Membership Council

There shall be a Membership Council which shall consist of the library director from each Full Member library. In the event the director is unable to attend any meeting of the Membership Council, a designated representative may attend in the director’s place and have full voting authority of the director.  The library director or designated representative to the Membership Council shall be referred to as the Representative herein.

Section 2.  Board of Trustees

There shall be a Board of Trustees elected by the Membership Council.  The individual members of the Board of Trustees shall be referred to as Trustee herein.

Article VIII 

MEMBERSHIP COUNCIL

Section 1. Powers and Duties

A.  Election of the Board of Trustees:  The Membership Council shall elect the Trustees of the Board of Trustees.

  1. Nominating Committee:  In January, the President of the Board of Trustees shall appoint the immediate Past President as chairperson and two Trustees from the Board of Trustees to serve as a Nominating Committee.

    The Nominating Committee will submit its slate of Trustees to fill the open Trustee positions to the Board of Trustees and the Membership Council at the Annual Meeting.  Nominations for Trustee may also be taken from Representatives during the Annual Meeting.  These nominations will be included on the election ballot, upon the acceptance of the nomination by the person nominated. 

B. Other Duties:  The Membership Council may also provide advice on the development and implementation of NORWELD programs and services. Individual representatives may also serve on NORWELD committees.

Section 2. Membership Council Meetings

  1. Annual Meeting: 

There shall be an Annual Meeting of the Membership Council each fiscal year at which Trustees of the Board of Trustees will be elected. The date shall be determined by the Board of Trustees.

  1. Special Meetings: 

Special Meetings shall be called at the request of the President, by at least seven Trustees, or by the Executive Director.

The business conducted during a Special Meeting shall be confined to the stated purpose of that meeting.

  1. Notice of Meetings: 

Written notice stating the time, place and purpose of every meeting of the Membership Council, whether annual or special shall be given by personal delivery, e-mail, or U.S. Mail not less than seven (7) but not more than sixty (60) days before the date of the meeting

  1. Waiver of Notice: 

Individual notice of the time, date, place, and purpose of the annual and special meetings may be waived in writing by any Representative either before or after the holding of such meetings. Such waiver shall be filed with and entered upon the records of the meeting.  The attendance of any Representative at any meeting shall constitute a waiver of any irregularity in, or failure of, the notice of that meeting to that Representative. 

Notice of the continuance of a meeting need not be given if the time and place to which the meeting is continued is fixed and announced at the meeting for which continuance is sought.

  1. Quorum: 

Except as otherwise stated in a policy adopted by the Membership Council pursuant to ORC 121.221, if any, the physical presence of at least one-third (1/3) of the Full Member library Representatives shall constitute a quorum. 

  1. Voting: 

When a quorum is present at any meeting, except as otherwise expressly required by statute or these Bylaws, a majority of the votes cast by the Representatives shall control.  Each Representative shall be entitled to one vote upon each matter properly submitted to the Representatives for their vote at a meeting of the Membership Council.

  1. Meetings by Video Conference:  To the extent permitted by ORC 121.221, and pursuant to the NORWELD Virtual Meeting Policy adopted by the Board of Trustees on April 17, 2025 and as thereafter modified by the Board, the meetings of the Membership Council and/or the attendance of any Representative may be had by video conference or other similar electronic means.

  1. Open Meetings:  All meetings of the Membership Council shall be subject to the public meeting rules of the State of Ohio.  Any employee or official of a Full Member library may attend Membership Council meetings, but only the library director or other designated Representative may cast votes for any issue.

ARTICLE IX 

BOARD OF TRUSTEES

Section 1. Composition

  1. Number: The number of Trustees shall be thirteen (13).

  1. Qualifications:  Only persons representing Full Member libraries may become and serve as Trustees on the Board of Trustees.

  1. Composition:  The Board of Trustees shall have at least one (1) Trustee who represents the governing body of a Full Member library and at least six (6) Trustees who are library directors of Full Member libraries. A majority of the Board of Trustees will not represent libraries from the same county.

D.  Election:  Trustees shall be elected by a majority vote of the Representatives present at the Annual Meeting at which the election is held. 

E.        Term & Term Limit:  Each Trustee shall serve for three (3) years or until their successor has been elected and qualified. No Trustee may serve more than two (2) consecutive three-year terms. Unless a unanimous vote of the Trustees present at the applicable meeting waives this requirement due to a lack of qualified candidates to fill Trustee vacancies, no person who has served two (2) consecutive terms may be elected to the Board of Trustees until a period of three (3) years has elapsed since the expiration of their last term as a Trustee.

Section 2.   Termination, Removal, and Replacement of Trustees

  1. Attendance: 

The Board of Trustees is a working board and every Trustee must be committed to the responsibilities undertaken when volunteering to serve on such a board.  Attendance by Trustees at regularly-scheduled, special, and emergency Board meetings is mandatory.  In the event any Trustee should miss two (2) consecutive meetings, the Executive Director shall notify such Trustee in writing of such absence and include in such notice a warning that the third (3rd) consecutive absence may result in the removal of the Trustee by the Board of Trustees.  The Board of Trustees may remove, by majority vote, a Trustee who misses three (3) consecutive meetings.

  1. Termination of Trustee Upon Library’s Failure to Maintain Full Member Library Status:

      In the event that the library for whom a Trustee is a representative to NORWELD  withdraws or ceases for any reason to be a Full Member library, the term of the Trustee shall cease effective on the day the library ceases to be a Full Member library.

  1. Removal of Trustee:

A Trustee may also be removed from office by a two-thirds (2/3) vote of the Board of Trustees then-currently in office, when, in the judgment of the Board of Trustees, the best interests of NORWELD would be served thereby.

  1. Filling Trustee Vacancies:

In case of a vacancy in the Board of Trustees caused by death, resignation or otherwise, the President of the Board shall, within thirty (30) days, appoint a representative from a Full Member library to fill the unexpired term. An individual appointed to serve more than fifty percent (50%) of an unexpired term may serve the remainder of that term, and one (1) additional term.

Section 3. Meetings

  1. Organizational Meeting: 

The first regular meeting of the Board of Trustees occurring after the beginning of the NORWELD fiscal year. Unless otherwise established by the Board of Trustees, the Organizational Meeting shall be held on July 1st of each year.  Officers shall be elected and take office at this meeting. The Board shall elect the Fiscal Officer and the Deputy Fiscal Officer for one (1)-year terms.  The oath of office shall be administered to new Trustees, the Fiscal Officer, Deputy Fiscal Officer, and the Executive Director, as needed, at the meeting, and dates and times for the Regular board meetings and Annual Meeting of the Membership Council shall be set for the fiscal year.

  1. Regular Meetings: 

The Board of Trustees shall meet quarterly, at dates, times, and places to be agreed to by a majority of the Board.

Meetings of the Board of Trustees shall be subject to all public meeting rules of the State of Ohio.

  1. Special Meetings: 

Special Meetings of the Board of Trustees may be called at the request of the President of the Board, by at least four (4) Trustees, or by the Executive Director.

The business conducted during a Special Meeting shall be confined to the stated purpose of that meeting.

  1. Emergency Meetings:

Emergency Meetings of the Board of Trustees may be called at the request of the President of the Board or by the Executive Director.

The business conducted during an Emergency Meeting shall be confined to the stated purpose of that meeting.

  1. Notice of Meetings: 

Written notice stating the time, place and purpose of every meeting of the Board of Trustees, whether Organizational or Special, shall be given by personal delivery, e-mail, or U.S. Mail not less than seven (7) but not more than sixty (60) days before the date of the meeting.  Notice of Emergency Meetings shall be given by telephone or email delivery not less than twenty-four (24) hours prior to the meeting.

  1. Waiver of Notice: 

Individual notice of the time, date, place, and purpose of the Organizational, Special, and Emergency Meetings may be waived in writing by any Trustee either before or after the holding of such meetings. Such waiver shall be filed with and entered upon the records of the meeting.  The attendance of any Trustee at any meeting shall constitute a waiver of any irregularity in, or failure of, the notice of that meeting to that Trustee. 

Notice of the continuance of a meeting need not be given if the time and place to which the meeting is continued is fixed and announced at the meeting for which a continuance is sought.

  1. Quorum: 

Except as otherwise stated in a policy adopted by the Board pursuant to ORC 121.221, if any, the physical presence of at least half (1/2) of the Trustees shall constitute a quorum. 

  1. Voting: 

When a quorum is present at any meeting, except as otherwise expressly required by statute or these Bylaws, a majority of the votes cast by the Trustees shall control.  Each Trustee shall be entitled to one vote upon each matter properly submitted to the Board for vote at a meeting of the Board of Trustees.

  1. Meetings by Video Conference:  To the extent permitted by ORC 121.221, and pursuant to the NORWELD Virtual Meeting Policy adopted by the Board of Trustees on April 17, 2025 and as thereafter modified by the Board, the meetings of the Board of Trustees and/or the attendance of any Trustee may be had by video conference or other similar electronic means.

  1. Open Meetings:  All meetings of the Board of Trustees shall be subject to the public meeting rules of the State of Ohio.

ARTICLE X

POWERS OF THE BOARD OF TRUSTEES

A.  Enumerated Powers:  The Board of Trustees shall have all the powers and responsibilities enumerated in Chapter 3375.91(A)-(K) of the Ohio Revised Code.

B.  Appointment of Executive Director/Assistants:  The Board of Trustees shall have the power to appoint and fix the compensation for an Executive Director for NORWELD, and any necessary assistants who shall have the same employment status as employees of public libraries.

C. Election of Fiscal Officer/Deputy Fiscal Officer:  The Board of Trustees shall have the power to elect and fix the compensation for a Fiscal Officer for NORWELD, and a Deputy Fiscal Officer who shall serve for a term of one (1) year, according to the terms set forth in the Ohio Revised Code, Section 3375.91(I) and 3375.92.

ARTICLE XI

OFFICERS OF THE BOARD OF TRUSTEES

Section 1. Composition

  1. Number:  The officers of the Board of Trustees shall be President, Vice-President/President Elect, Treasurer, Secretary, and Recorder. The Fiscal Officer shall serve as the Treasurer for NORWELD, and the Executive Director shall serve as the Recorder.

  1. Election of Officers: The Secretary and Vice-President/President Elect will be elected by majority vote of the Board of Trustees at the Organizational Meeting each year. The Vice-President/President Elect shall become the President at the end of the Vice-President/President Elect’s term of office.  The Fiscal Officer elected by the Board of Trustees pursuant to ORC 3375.91(I) shall serve as the Treasurer of the Board, and the Executive Director appointed by the Board of Trustees pursuant to ORC 3375.91(H) shall serve as the Recorder of the Board. 

  1. Term/Term Limits:  The President, Vice-President/President Elect, and Secretary shall serve the Board for a term of one (1) year, commencing on the date of the Organizational Meeting or until their successor has been elected and/or qualified. The Treasurer (Fiscal Officer) and the Recorder (Executive Director) shall serve for the period of their appointment as determined by statute or the Board of Trustees.  No Trustee may serve for more than two consecutive terms in any particular Officer position.  Unless the Board of Trustees unanimously votes to waive this requirement due to a lack of qualified candidates to fill Officer  vacancies, no person who has served two (2) consecutive terms may be elected to an Officer position in which they previously served until a period of two (2) years has elapsed since the expiration date of their last term as an Officer. 

Section 2.   Termination, Removal, and Replacement of Officers

  1. Removal of Officer:

An Officer may be removed from office by a two-thirds (2/3) vote of the Board of Trustees then-currently in office, when, in the judgment of the Board of Trustees, the Officer has failed to perform the duties of the office held or when the best interests of NORWELD would be served thereby.

  1. Filling Officer Vacancies:

In case of a vacancy in an Officer position caused by death, resignation or otherwise, the vacancy shall be filled as follows:

  1. President. The Vice-President/President Elect shall assume the duties of the President for the remainder of the term, then assume the office for the subsequent term as if no vacancy had occurred. 

  2. Vice-President/President Elect. A new election shall be held by the Board of Trustees within thirty (30) days of the vacancy.

  1. Secretary. A new election shall be held by the Board of Trustees within thirty (30) days of the vacancy.

  2. Treasurer (Fiscal Officer). The Board of Trustees shall elect a new Treasurer (Fiscal Officer) as expeditiously as possible.

  3. Recorder (Executive Director).  The Board of Trustees shall appoint a new Recorder (Executive Director) as expeditiously as possible.

Section 3.   Duties of Officers 

The Officers shall have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the Board of Trustees.

  1. President:

The President shall preside at all meetings of the Board of Trustees and shall sign the minutes of said meetings.  The President shall also:

  1. appoint committees;

    1. be an ex-officio member of all committees

      1. represent the Membership Council in all official business; and

      2. cast a vote only to make or break a tie vote.

  2. Vice-President/President Elect:

The Vice-President/President Elect shall perform all the duties of the President in case of the absence or disability of the President.   In case both the President and the Vice-President are absent or unable to perform their duties, the remainder of the Board of Trustees shall appoint a President pro tempore who shall perform the duties determined by the Board. 

  1. Secretary:

The Secretary shall take attendance at each meeting of the Board of Trustees and record the minutes of all Membership Council and Board of Trustees’ meetings.

  1. Treasurer (Fiscal Officer):

The Treasurer (Fiscal Officer) shall fulfill the duties outlined in ORC 3375.92.

E.  Recorder: 

The Recorder shall maintain the file of minutes for each meeting; announce the dates and place for all meetings; and be a non-voting member ex-officio of all committees and subcommittees.

Article XII 

COMMITTEES

Section 1. Committees

A. Select or ad hoc committees may be formed from time to time as deemed necessary by the Board of Trustees or the Executive Director. These committees shall be considered discharged upon completion of the purpose for which they were appointed and shall only hold the powers and duties granted to them by the terms of the special project for which they were organized. The formation of select or ad hoc committees shall be brought to the attention of the President.

B.  Committee members shall be appointed by the President or the Executive Director and shall be selected from among the Representatives of Full Member Libraries.

ARTICLE XIII

ADMINISTRATION

The day-to-day management, administration, and services of NORWELD shall be provided by the Executive Director and necessary assistants, if any, and the day-to-day management of the financial matters of NORWELD shall be provided by the Fiscal Officer.  The Board of Trustees shall appoint and fix the compensation of the Executive Director and necessary assistants, who shall have the same employment status as employees of public libraries.  The Board of Trustees shall elect and fix the compensation of the Fiscal Officer each year. The Fiscal Officer shall act as the Treasurer of NORWELD’s funds and have such duties and responsibilities as are outlined in ORC 3375.92.  The Board shall also elect and fix the compensation of a Deputy Fiscal Officer who will assist the Fiscal Officer in performing the duties outlined in ORC 3375.92. The term for the Deputy Fiscal Officer shall also be one year.  The Board may elect the Executive Director to serve as the Deputy Fiscal Officer, but the term in that position shall not exceed one year (election for successive one-year terms is permitted).  Both the Director and the Fiscal Officer will attend meetings of the Board.

Article XIV

 PARLIAMENTARY AUTHORITY

Meetings of both the Membership Council and the Board of Trustees will follow parliamentary procedures as outlined in the newest edition of Robert's Rules of Order, when not inconsistent with the Bylaws or the Ohio Revised Code.

Article XV

AMENDMENTS TO BYLAWS

These Bylaws may be amended, revised, or repealed at any meeting of the Board of Trustees by a two-thirds majority of that Board.  Proposed amendments shall be submitted in writing, and in their entirety, to all Membership Council Representatives for their review and comment at least thirty (30) days prior to the meeting at which the proposed changes will be voted on by the Board of Trustees.

Article XVI

 DISSOLUTION OF NORWELD

The Board of Trustees may dissolve this organization in accordance with Ohio Revised Code, Chapter 3375.93.

Adopted: June 17, 1993

Revised: November 13, 2025; June 20, 2018; April 18, 2018; October 31, 2001; and May 24, 1995;