Waterloo Public Library Board By-Law

A by-law relating generally to the conduct of the activities and affairs of Waterloo Public Library (hereinafter referred to as the “Public Library”).

BE IT ENACTED as a by-law of the Corporation as follows in this document.

1.0 General

1.01 Definitions

• “Act” means the Public Libraries Act, RSO. 1990, c P44 and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
• “Appointing Council” means the Municipal Council that appointed the Member or Members;
• “Board” means the Public Library Board of the City of Waterloo;
• “By-law” means this By-law, and “By-laws” means this By-law and all other By-laws of the Public Library which are, from time to time, in force and effect;
• “Chair” means the Member elected as Chair of the Board by its Members under the Act;
• “CEO” means the Chief Executive Officer of the Waterloo Public Library;
• “Committee” means any advisory or other committee, subcommittee or similar entity of which at least 50 percent of the members are also members of the Board.
• “Member” means a member of the Waterloo Public Library Board and “Members” are the members of the Waterloo Public Library Board; and
• “Minister” means the Minister of Culture or such other member of the Executive Council to whom the administration of the Act may be assigned under the Executive Council Act;
• “Municipality” means the Municipality of the City of Waterloo; and
• “Municipal Council” means the Council of the City of Waterloo.

1.02 Interpretation

Unless section 1.01 of this By-law says otherwise, any terms in this By-law that are defined in the Act will have the same meanings as in the Act. Words in the singular also include the plural, and words referring to one gender include all genders.

1.03 Board is a Corporation

Under subsection 3(3) of the Act, the Public Library is under the management and control of the Board, which is a corporation known as The Waterloo Public Library Board.

1.04 Authority

• The Waterloo Public Library Board, hereinafter called the “Board”, is constituted under the Act.
• The Board must comply with the requirements of the Act.
• The Board enacts the following By-law for the regulation of the business of the Board and to the extent there is any inconsistency between this By-law and the Act, the Act prevails.
• The Board recognizes that the Act sets out procedures for the appointment of Members of the Board, the qualifications of the Members, terms of membership, disqualification of Members, and vacancies of the Board, amongst other matters.
• In all matters not addressed by this By-law, the Chair may resort to Robert’s Rules of Order for guidance on the question, and in such cases the decision of the Chair shall be final and acquiesced in without debate.

1.05 Registered Charity

The Board is a registered charity under the Income Tax Act (Canada) and is designated by the Canada Revenue Agency as a charitable organization. The Board is responsible for compliance with the Income Tax Act (Canada), the Charities Accounting Act, common law and other legislation applicable to registered charities. The Board can delegate to the CEO the authority to maintain compliance and file such information as may be required to maintain status as a registered charity.

1.06 Purpose

The purpose of the Board is to provide a public amenity by establishing and maintaining a library in the City of Waterloo.

2.0 Powers, Duties and Responsibilities of the Board

2.01 Powers and Duties of the Board Prescribed by the Act

Section 20 of the Act outlines the Board’s powers and duties.

According to this section, the Board:

• will seek to provide, in co-operation with other boards, a comprehensive and efficient public library service that reflects the community’s unique needs;
• will seek to provide library services in the French language, where appropriate;
• will operate one or more libraries and ensure they are conducted as required by the Act and its regulations;
• will operate special services in connection with a library as it considers necessary;
• will fix the times and places for Board meetings and the mode of calling and conducting them, and make sure that full and correct minutes are kept;
• will make an annual report to the Minister and make any other reports or provide any other information required by this Act and the regulations or requested by the Minister from time to time;
• will insure the Board’s real and personal property;
• will take proper security for the treasurer; and
• can appoint such committees as necessary.

2.02 Responsibilities of the Board

Along with the powers and duties given in the Act, the Board oversees running the Public Library and managing its daily activities. Where appropriate, the Board can give the CEO authority to handle these duties and make sure the rules in this section are followed.

Responsibilities of the Board include:

Policy Development

The Board will:

• determine and adopt written policies to govern the operation of the Board and the Public Library; and
• review policies on a set schedule to ensure relevance and compliance with all required legislation.

Strategic Planning and Management

The Board will:

• define the mission and overall direction of the Public Library;
• develop, approve, and monitor the Public Library’s progress using a multi-year strategic plan;
• ensure the community is represented in the development and promotion of library services; and
• ensure succession management strategies are in place, including procedures for the appointment of a CEO.

Financial Management

The Board will:

• monitor the financial affairs of the Public Library;
• ensure the Public Library’s finances are managed ethically;
• ensure the Public Library maintains sound financial practices;
• approve the Public Library’s annual operating and capital budgets;
• receive and approve quarterly budget updates throughout the Board term; and
• determine revenue sources concerning special project needs and/or funding gaps.

Risk Management

The Board will:

• ensure the Public Library has policies and practices in place for proactive risk management in all activities; and
• ensure appropriate reporting is conducted.

CEO Supervision

The Board will:

• appoint a CEO;
• evaluate the CEO’s performance on an annual basis; and
• provide feedback to the CEO at the appropriate opportunities throughout the year.

Advocacy and Community Relationships

The Board will:

• endorse service priorities;
• advocate for adequate and appropriate funding to achieve service priorities;
• engage in community advocacy to gain support and approvals for appropriate public library services; and
• pursue meaningful partnerships that support the community and advance the Public Library’s mission and values.

Governance Process

The Board will:

• evaluate the Board’s performance on an annual basis;
• identify the skills and competencies necessary for the incoming Board to meet new term challenges; and
• participate in succession and legacy planning.

3.0 Composition of the Library Board

3.01 Board Members

Unless exempt through special legislation, the Board follows the Act as it relates to the composition of the Board.

3.02 Board Qualifications

A person is qualified to be appointed as a Member of the Board who is a member of the Appointing Council or:

• is at least eighteen years old;
• is a Canadian citizen or a permanent resident of Canada within the meaning the Immigration and Refugee Act (Canada);
• Is a resident of the Municipality for which the Board is established, or
• is otherwise eligible by contract, as outlined under subsection 29(1) of the Act (Contract for library services); and
• is not employed by the Board or by the Municipality by any of the affected Municipalities.

3.03 Number of Members

In accordance with the Act, the Board will consist of at least five (5) Members appointed by the Municipal Council and a maximum of nine (9) Members appointed by the Municipal Council.

3.04 Number of Council Members on Board Limited

The number of Municipal Councilors on the Library Board may not exceed one less than the majority appointed.

3.05 Appointment and Term

The first appointments of Members of a new Board will be made at a regular meeting of the Municipal Council, and the Member must take office as soon as possible thereafter. Afterward, appointments will be made at the first meeting of Municipal Council in each term, but if the Municipal Council fails to make the appointments at its first meeting, it must do so at any regular or special meeting held within 60 days after its first meeting.

A Board Member will hold office for a term simultaneous with the term of the Municipal Council, or until a successor is appointed, and may be reappointed for one or further terms.

No individual may serve more than two consecutive terms on the Board, not inclusive of partial terms.

3.06 Vacancies

The office of a Member of the Board must be vacated immediately if a Board Member:

• is convicted of an indictable offence;
• becomes incapacitated;
• is absent from the meetings of the Board for three consecutive months without being authorized by a Board resolution;
• is no longer qualified for membership under subsection 10 (1) (c) of the Act; or
• otherwise forfeits his or her seat.
• The Member’s seat becomes vacant, and the remaining Members must, without delay, declare the seat vacant and notify the Appointing Council accordingly.

3.07 Filling Vacancies

Where a vacancy arises in the membership of the Board, the Appointing Council must, without delay, appoint a person to fill the vacancy and to hold office for the unexpired term, except where the unexpired term is less than forty-five days.

The clerk of the Municipality must give public notice of vacancies on the Board by publishing notice of them, inviting applications, in a newspaper of general circulation in the municipality.

4.0 Board Meetings

4.01 Calling of Meetings

The first meeting of the Board in a new term must be called:

• if a by-law has been passed under subsection 14(2) of the Act, by the Chief Executive Officer appointed under subsection 15(2) of the Act; and
• if no by-law has been passed under subsection 14(2), by the clerk of the Appointing Council.

4.02 Regular Meetings

The Board must hold at least seven (7) regular meetings each year.

4.03 Special Meetings

The Chair, or any two Members of the Board, may call a special meeting of the Board by giving each Member reasonable notice in writing, specifying the purpose for which the meeting is called.

4.04 Open Meetings

In accordance with section 16.1 the Act, all meetings of the Board shall be open to the public subject to Section 4.05 of this By-law (Closed Meetings), and no person is to be excluded from a public meeting except for improper conduct.

The Chair can expel or exclude, from any meeting, any person who has engaged in improper conduct at the meeting. The terms of respectful and proper conduct are outlined in Policy 1-5 Governance – Public Attendance and Delegations at Library Board Meetings.

4.05 Closed Meetings

General

As outlined in Section 16.1 of the Act, a meeting or part of a meeting may be closed to the public if the subject matter being considered is:

• the security of the property of the Board;
• personal matters about an identifiable individual;
• a proposed or pending acquisition or disposition of land by the Board;
• labour relations or employee negotiations;
• litigation or potential litigation, including matters before administrative tribunals, affecting the Board;
• advice that is subject to solicitor-client privilege, including communications necessary for that purpose;
• a matter in respect of which the Board or Committee of a Board may hold a closed meeting under another Act.

Other Criteria

A meeting must be closed to the public if the subject matter relates to the consideration of a request under the Municipal Freedom of Information and Protection of Privacy Act, RSO 1990, c M56, if the Board or committee of the Board is the head of an institution for the purposes of that Act.

Resolution

Before holding a meeting or part of a meeting that is to be closed to the public, the Board or committee of the Board must state by resolution:

• the fact of the holding of the closed meeting; and
• the general nature of the matter to be considered at the closed meeting.

Votes

A meeting must not be closed to the public during the taking of a vote, subject to the following exceptions:

• Subsections 4.05(a) or (b) of this By-law permits or requires the meeting to be closed to the public; and
• the vote is for a procedural matter or for giving directions or instructions to officers, employees or agents of the Board or committee of the Board or persons retained by or under contract with the Board.

4.06 Quorum

The presence of a majority of the Board is necessary for the transaction of business at a meeting.

4.07 Conflict of Interest

Members must observe the requirements of the Municipal Conflict of Interest Act, RSO 190 c M50, by declaring any conflict of interest they have, directly or indirectly, in any matter before the Board.

4.08 Voting

The Chair or Acting Chair of the Board may vote with the other Members of the Board upon all questions, and any question which results in a tie will be deemed negative.

5.0 Chair

5.01 Election of Chair

The Board will elect one of its Members as Chair at its first meeting in a new term.

5.02 Term

An individual Member shall be limited to four successive years as Chair.

5.03 Duties of Chair

The Chair will:

• preside over meetings of the Board;
• preserve the order at meetings of the Board;
• decide questions of order, where they arise, at meetings of the Board, subject to appeal to the Board;
• serve as an ex-officio member of all committees; and
• oversee the orientation of new Members.

5.04 Acting Chair

In the absence of the Chair, the Board may appoint one of its Members as Acting Chair, who shall perform all necessary duties.

6.0 Staff

6.01 Appointment of Staff

The Board will hire and dismiss the CEO, set the terms of their employment, determine their salary, outline their duties, and evaluate their performance.

6.02 Chief Executive Officer

The Board will appoint a CEO who:

• will have general supervision over and direction of the operations of the Public Library;
• will have general supervision over and direction of the operation of the Public Library’s staff;
• will attend all Board meetings;
• will procure insurance to protect members, as directed by the Board; and
• will have the other powers and duties that the Board assigns to them from time to time.

6.03 Secretary

The Board will appoint a secretary who will:

• conduct the Board’s official correspondence;
• keep a record of attendance at every meeting of the Board; and
• keep minutes of every meeting of the Board.

6.04 Treasurer

The Board will appoint a treasurer who will:

• receive and account for all the Board’s money;
• open an account or accounts in the name of the Board in a chartered bank, trust company or credit union approved by the Board;
• deposit all money received on the Board’s behalf to the credit of that account or accounts; and
• disburse the money as the Board directs.

6.05

The positions of the CEO, Secretary, and Treasurer may be held concurrently by a single person.

7.0 Amendment

7.01 Amendment or Repeal of By-Law

This By-law may be amended or repealed at any meeting of the Board if:

• notice of the proposed amendment or repeal was given in writing at the previous Board meeting; and
• the amendment is approved by a two-thirds majority of all Board members.

8.0 Dissolution

8.01 Dissolution by Minister

The Minister may dissolve the Board where the Board has not, during the two-year period immediately preceding the dissolution, maintained and operated a library.

The Minister may dissolve the Board where the Ontario library service area under the Board’s jurisdiction has been dissolved.

8.02 Assets and Liabilities of Dissolved Board

Where the Board is dissolved under subsection 8.01 (a), its assets and liabilities are vested in and assumed by the Municipality.

Where the Board is dissolved under subsection 8.01 (b), its assets and liabilities are vested in and assumed by the Crown in right of Ontario.

9.0 Indemnification

9.01

The Board is included as part of the corporation of the City of Waterloo. City of Waterloo, By-Law No, 01-84 provides the details of indemnification for the Board.

9.02

Municipal Act, RSO 2001, c 474.16 (1) The council of The Regional Municipality of Waterloo shall be deemed to be a board of a county library for the purposes of the Public Libraries Act.  2002, c. 17, Sched. A, s. 91. Under this condition the Board is covered under the insurance of the Municipality.

10.0 Commencement

10.01

This By-law comes into force and effect on the 28 day of September, 2025.