Southwest Michigan Library Cooperative
Plan of Service and Bylaws
Plan of Service
|Plan of Service and Bylaws 2021 The SMLC Bylaws Committee met on Feb. 26 & March 19, 2021 Reviewed by Advisory Council on April 29, 2021 Updates Approved September 30, 2021 |
Updates approved October 27, 2022
Southwest Michigan Library Cooperative
Plan of Service
Plan of Service and Bylaws 2021
The SMLC Bylaws Committee met on Feb. 26 & March 19, 2021
Reviewed by Advisory Council on April 29, 2021
Updates Approved September 30, 2021
Plan of Service
Article I. Name and Authority
Section 1.01 The name of this organization shall be Southwest Michigan Library Cooperative (“SMLC”).
Section 1.02 This Plan of Service is authorized and SMLC is established under the terms and provisions of P. A. 89 of 1977, as
amended, commonly known as the “State Aid to Public Libraries Act.”
Article II. Membership
Section 2.01 Membership in SMLC shall be available to any public library that qualifies under the requirements of P.A. 89 of 1977, Section 5, whose local Board of Trustees and/or municipal governing or appropriating body adopts this plan by written resolution requesting that their library become a participating member; and whose membership is approved by the Cooperative Board.
Section 2.02 Libraries not meeting qualifications under P. A. 89 of 1977 – including school, academic and special libraries – shall be considered for associate membership. Associate members may attend and participate in advisory council meetings and receive
Section 2.03 All new members’ expenses and benefits shall be prorated over the months remaining through the end of the
Cooperative’s fiscal year.
Section 2.04 As a condition of membership, all public libraries shall conform to personnel certification and funding requirements as required by P. A. 89 of 1977.
Certification requirements can be found at:
(a) Public libraries that fail to meet certification requirements, and are therefore refused State Aid, shall be given one year in which to achieve the certification requirements.
(b) After one year’s probation, a public library that fails to meet appropriate certification requirements may continue to receive
minimal service, but will be denied representation on the Cooperative Board and voting rights on the Council.
Section 2.05 The Cooperative shall conform to certification requirements as required by the State of Michigan.
Section 2.06 Any member of this Cooperative may withdraw at any time. The governing body of the local public library shall adopt and submit a written resolution to the Cooperative Board and the Library of Michigan, at least ninety (90) days before the end of the Cooperative’s fiscal year.
Article III. Advisory Council
Section 3.01 An Advisory Council (“Council”) shall be established representing all member libraries.
(a) The role of the Council will be to recommend mission statement, policies, services and an annual budget to the Cooperative Board.
Section 3.02 The Council shall consist of one representative from each member public library.
(a) Each Council member shall have one vote.
Section 3.03 The Council shall provide officers for the Governing Board and such committees as directed in the Bylaws.
Section 3.04 The Council shall meet on a day as specified in the Bylaws. Meetings shall adhere to all provisions of P.A. 267 of 1976, commonly known as the “Open Meetings Act.”
Article IV. Governing Board
Section 4.01 The Governing Board (“Board”) of the Cooperative shall consist of nine (9) members selected from the Council. The Board shall manage the Cooperative and make such bylaws, rules and regulations not inconsistent with P.A. 89 of 1977 as may be necessary; none of which shall be deemed to deprive any local board of any of its powers or property.
(a) No members of the Board shall be paid, except for expenses incurred in the fulfillment of their duties.
Section 4.02 The nine (9) members of the Board shall be selected from the Council as follows:
(a) Initially, five (5) members shall be from Class I, II, or III public libraries; and four (4) members from Class IV, V, or VI public
(b) Annually thereafter, and continuing alphabetically by library, in a rotating manner, four (4) members shall be from Class I, II, or III public libraries; and five (5) members shall be from Class IV, V, or VI public libraries.
(c) The terms of each Board member shall be two (2) years.
(d) Individuals may serve multiple consecutive or non-consecutive terms on the Board. Participation is mandatory, however exceptions may be considered by petition to the board.
Section 4.03 The Cooperative Board shall meet as specified in the Bylaws, and shall adhere to all provisions of P.A. 276 of 1976,
commonly known as the “Open Meetings Act.”
(a) Meeting agendas and packets will be given to appropriate members at least one week in advance of the meeting date.
Section 4.04 Duties and responsibilities of the Cooperative Board.
(a) The role of the Cooperative Board is to fulfill the requirements of P. A. 89 of 1977, Section 8, as amended.
(b) The Board shall be a body corporate and may sue and be sued. The Board shall ensure that the Cooperative maintains current fidelity bond coverage liability insurance and file annual verification of coverage as required.
(c) The Board may do all of the following:
(i) Operate the cooperative library and manage and control the cooperative library’s funds.
(ii) Establish, maintain, and operate cooperative services for member libraries in the Cooperative’s service area.
(iii) Appoint a director to administer the cooperative library; fix that person’s compensation and terms of service, and
delegate to that person those powers the delegation of which is in the best interest of the Cooperative, including the
power to hire necessary employees.
(iv) Have exclusive control of expenditures including adoption of an annual budget recommended by the Council. (v)
Accept gifts and donations of property, real and personal, for the benefit of the Cooperative and for the purposes for
which donated. (vi) Adopt bylaws and rules not inconsistent with P. A. 89, of 1977 for its own governance and do those
things necessary to carry out the purpose of said act.
(d) The Board shall not make changes to the Cooperative Mission Statement. The Board shall recommend changes as needed to the Cooperative Mission statement which will be presented to the Advisory Council for review or approval.
(e) The Board shall provide for an annual financial audit to be filed within 12 months following the close of the annual fiscal year as required by P.A. 140 of 1971.
(f) The Board shall ensure that the Cooperative maintains current fidelity bond coverage and file annual verification of coverage as
required. (g) The Cooperative will invest any surplus funds in compliance with P. A. 20 of 1943, as amended.
(h) In pursuing these duties, the Board will take into due consideration the recommendations of the Council.
(i) It is expressly understood that the Cooperative Board has no jurisdiction over the property and management of member libraries.
Article V. Funding
Section 5.01 As required by P.A. 89 of 1977, the fiscal year of the Southwest Michigan Library Cooperative shall be October 1st through September 30th.
Section 5.02 The Cooperative shall apply for State Aid before February 1st of each year.
Section 5.03 Direct State Aid, granted by the State of Michigan for library cooperatives as authorized by P. A. 89 of 1977, Section 13, and paid to the Cooperative, will be used for any library purpose recommended by the Council and approved by the Cooperative Board.
State Aid shall be used by member libraries in accordance with Michigan State Aid to Public Libraries Act 89 of 1977.
Section 5.04 Supplemental funding may be pursued and utilized if approved by the Council.
Section 5.05 No additional fees shall be levied from member libraries without approval of the Council.
Section 5.06 All funds received by the Cooperative will be deposited in a designated Cooperative account, and will be used only for expenses authorized by the Cooperative Board. Funds may not be comingled with funds of member libraries. Funds will be administered according to the SMLC Financial Procedures and Policies Manual.
(a) Signatories for the Cooperative account shall be the Treasurer and the President of the Cooperative Board and Director.
(b) Financial statements shall be made available to the Cooperative Board and Council on a regular basis.
Section 5.07 All accounting of the Cooperative will be organized under the guidelines of the Michigan Department of Treasury Uniform Chart of Accounts for Counties and Local Units of Government, and will comply with Governmental Accounting Standards Board (GASB) accounting principles as well as all State and Federal regulations.
Section 5.08 The Cooperative will maintain a fund balance of [at least 30% of current operating expenditures.]
Section 5.09 State, federal and other public or private grants may be pursued as recommended by the Council, provided they support the goals and objectives of the Cooperative.
Section 5.10 There shall be an annual audit conducted by an independent, licensed CPA firm, with a formal report to the Board for
acceptance. A copy of the annual audit will be filed with the Library of Michigan and the Michigan Department of Treasury, Local Audit Division.
Section 5.11 As part of the budget process, the Director will present a preliminary budget to the Cooperative Board at least two (2) months prior to the Cooperative’s Annual Meeting.
(a) In creating the preliminary budget, the Director shall take into account the service needs of member libraries as well as current and future funding levels.
(b) Following review by the Board, the budget shall be presented to the Council to be voted on at the Annual Meeting.
(c) Budget amendments resulting from the annual audit and changes in income or expenses will be managed by the Cooperative Board at their subsequent monthly meetings.
Article VI. Services
Section 6.01 The Cooperative will provide services for public member libraries.
(a) The Board will annually review offered services, accepting recommendations from the Council and making such adjustments as they deem necessary within the confines of the annual budget.
Section 6.02 The Cooperative will maintain a web presence, which will contain such public items as are required by law as well as
resources for the Cooperative membership.
Article VII. Plan Approval and Revisions
Section 7.01 This Plan of Service shall be reviewed as necessary.
Section 7.02 Any member wishing to amend this Plan shall submit the proposed change, in writing, to the Cooperative Director, who will submit it to the Council at least thirty (30) days prior to their regularly scheduled meeting.
Section 7.03 Amendments may be voted on immediately, or the
Board may order further review.
Section 7.04 Amendments will be adopted if approved by a two thirds majority of the Council in attendance at the meeting for
approval of revisions.
Section 7.05 The original Plan having been approved by the Library of Michigan, all major subsequent modifications shall be submitted to them for approval. If the Library of Michigan holds a hearing about those modifications, all members of the Cooperative will be notified of same.
Article VIII. Adoption of Plan
Section 8.01 The Board of the Southwest Michigan Library Cooperative adopts the original Plan of Service, October 12, 1978.
Subsequently amended as follows:
April 1996 July 1997
Article I. Name
Section 1.01 The name of this organization shall be Southwest Michigan Library Cooperative (“SMLC” or “Cooperative”).
Article II. Authority
Section 2.01 The authority for this Cooperative is provided in the Plan of Service, adopted October 12, 1978, as organized under
provisions of P. A. 89 of 1977.
Section 2.02 The Plan of Service provides fundamental information regarding the organization, membership, and services of the
Cooperative. These Bylaws provide further definition of organizational and service issues and should be viewed only within the context of the Plan of Service.
Article III. Membership
Section 3.01 Membership in the Cooperative shall be available to any public library in Southwest Michigan which meets the qualifications of P. A. 89 of 1977, whose local Board of Trustees and/or municipal governing or appropriating body adopts the Cooperative’s Plan of Service by written resolution, and whose membership is approved by the Cooperative Board.
(a) New members may join the Cooperative on approval of a majority of the Board. The Board shall accept or show reason for denial of the request for membership within sixty (60) days after receipt.
(b) Member public libraries that qualify for State Aid with the aid of a waiver granted by the Library of Michigan shall provide a copy of the waiver to the Cooperative Board.
(c) Member public libraries that fail to qualify for State Aid shall provide a copy of the letter of notification to the Cooperative Board.
(i) The library shall prepare a plan to enable it to meet the minimum standards for State Aid in the following year, and must provide a copy of the plan to the Cooperative Board no later than the end of the Cooperative’s fiscal year in order to be considered for continuation of services.
(ii) The Board will determine if services will be discontinued.
(d) Libraries not meeting qualifications under P. A. 89 of 1977 – including school, academic and special libraries – shall be considered for associate membership.
(i) Associate members may attend and participate in advisory council meetings and receive communication.
Article IV. Governance
Section 4.01 An Advisory Council (“Council”) shall be established representing all member public libraries.
(a) The Council shall consist of one representative from each member public library.
(b) The role of the Council shall be to recommend policy, program of service, mission statement, and annual budgets to the Cooperative Board.
(c) Each Council member shall have one (1) vote.
Section 4.02 The Cooperative Board (“Board”) shall be selected from the Council in the following manner:
(a) Initially, five (5) members shall be from Class I, II, or III public libraries; and four (4) members from Class IV, V, or VI public
(b) Bi-annually thereafter, and continuing in a rotating manner:
(i) Four (4) members shall be from Class I, II, or III public libraries; and (ii) Five (5) members shall be from Class IV, V, or VI public libraries.
(c) The terms of each Board member shall be two (2) years.
(d) Individuals may serve multiple consecutive or non-consecutive terms on the Board.
(e) The Board may not make changes in the Cooperative’s Mission Statement without the consent of Council.
(f) The Board may override the Council’s recommended mission statement or budget by a vote of a simple majority.
Section 4.03 The Director shall be a non-voting, ex-officio member of the Board and Council.
Article V. Duties and Powers of the Board
Section 5.01 The role of the Cooperative Board is to fulfill the requirements of P. A. 89 of 1977, Section 8.
Section 5.02 As the governing authority of the Cooperative, the Board shall:
(a) Be a body corporate and juristic entity for social security and legal identity purposes;
(b) Have the powers which relate to the functioning of the Cooperative and the management and control of the Cooperative’s funds;
(c) Establish, maintain, and operate Cooperative services for member libraries;
(d) Enter into contracts to receive service from, or give service to, libraries in the state; including public, school, academic or special libraries, other cooperative libraries, political subdivisions of the State, commercial organizations or individuals;
(e) Purchase or contract for materials, equipment and supplies for Cooperative services;
(f) Purchase sites, erect buildings, and/or lease suitable quarters, and have supervision and control of property of the Library Cooperative;
(g) Have exclusive control of expenditures of the Cooperative including:
(i) Adoption of an annual budget recommended by the Council
(ii) Acceptance of gifts and donations of property, real and/or personal, for the benefit of the Cooperative, and for the
purpose(s) for which it is donated. (h) Adopt bylaws and rules not inconsistent with P. A. 89 of 1977 for its own governance and
do those things necessary to carry out the purpose of the Act.
(iii) Appoint a Director to administer the Cooperative; fix that person’s compensation, and delegate those powers to that
person as are in the best interest of the Cooperative;
Section 5.03 In pursuing these duties, the Board will take into due consideration the recommendations of the Council.
Article VI. Election of Officers
Section 6.01 The Cooperative Council shall nominate candidates for the offices of President, Vice-President, Secretary and Treasurer from its incoming members.
(a) Officers shall be elected by the Council at their first meeting immediately following the Annual Meeting (October).
(b) No one shall be eligible for office who is not a member of the Board.
(c) If a vacancy occurs in the office of President, the Vice-President shall succeed to that office.
(d) A vacancy occurring in any other office shall be filled by election by the members of the Council.
Section 6.02 A vacancy on the Board shall be filled by a Council member from the same Class size group (I, II, III or IV, V, VI) as the vacating member.
Article VII. Duties of Officers and Director
Section 7.01 President.
(a) The President shall:
(i) Preside at all meetings, exercise general supervision over the affairs of the Board and Council, and appoint all committees; and
(ii) Serve as the head of the Personnel Committee, as well as ex-officio member of any other committees deemed necessary by the Board.
Section 7.02 Vice-President.
(a) The Vice-President shall: Assume the duties of the President in case of absence or disability.
Section 7.03 Secretary.
(a) The Secretary shall:
(i) Keep the minutes of all meetings of the Council and Board; and (ii) Within a timely manner, make said minutes available to the
membership and public.
Section 7.04 Treasurer.
(a) The Treasurer shall:
(i) Be custodian of all Cooperative funds;
(ii) Present financial reports at each regular Council meeting;
(iii) Serve as head of the Budget and Finance Committee if one is called.
Section 7.05 Director.
(a) The Director of the Cooperative is an “at will” employee and shall be hired by the Board upon advice and recommendation of the Personnel Committee. The Director is responsible to and reports to the Board.
(b) The Director’s duties shall be defined in the job description written by the Personnel Committee and adopted by the Board.
(c) The Director’s performance, based on the approved job description, will be evaluated annually by the Personnel Committee.
(d) The Director will obtain appropriate bonding liability insurance for the Cooperative.
Article VIII. Parliamentary Authority.
Section 8.01 Robert’s Rules of Order (most recent revision) shall be the parliamentary authority on all matters not covered by the bylaws of the Cooperative.
Article IX. Meetings.
Section 9.01 All meetings of the Board and Council will comply with the P. A. 267 of 1976, commonly known as the “Open Meetings Act.”
Section 9.02 Regular meetings of the Board shall be held quarterly in October, February, April, and August.
(a) The Board shall stipulate the dates, times and locations of their meetings.
(b) Notice of Board meetings shall be posted on the Cooperative’s web site and at the home library of the Director.
(c) Board packets, including agenda and financial reports, shall be given to Board members by the Director at least 3 days prior to each meeting.
Section 9.03 Regular meetings of the Council shall occur on the same date as the Board meetings in October, April and August. The schedule can be adjusted as needed.
(a) The meetings shall be held immediately prior to the Board meetings and occur in the same location.
(b) Agendas for all meetings shall be given to all members by the Director at least seven (7) 3 days
prior to each meeting.
(c) Notice of Council meetings shall be posted on the Cooperative’s web site and at the home library of the Director.
Section 9.04 The Annual Meeting shall be the regular Council meeting in October, the first meeting of the Cooperative’s fiscal year.
Section 9.05 Special meetings of the Board or Council may be called by the President, Director, or a majority of the officers.
(a) Such meetings must will be confirmed with the Board and Director and the membership will be notified at least eighteen forty-eight (48) hours prior to the meeting.
(b) Notice of all special meetings must be posted on the Cooperative’s web site and at the Director’s home library.
(c) The only business which may be conducted at a special meeting is that for which the meeting was called.
(d) Remote meetings will be acceptable as defined by state and federal acts.
Section 9.06 In the case of natural disaster or conflict with holidays, the President, Director or a majority of the officers may change or cancel the scheduled meeting without prior notice.
Section 9.07 The SMLC will strive to adhere to all changes in OMA as the cooperative is made aware of them.
Article X. Quorum.
Section 10.01 At least a majority of the voting members of the Council shall constitute a quorum for transaction of business.
Section 10.02 At least a majority of the Board being in attendance shall constitute a quorum for transaction of business.
Section 10.03 Attendance shall be defined as in person, or via telephone or video conference.
Article XI. Committees
Section 11.01 Standing Committees.
(a) Personnel Committee
(i) A three-member standing Personnel Committee shall be established, consisting of:
1) Board President;
2) One member from a Class I, II, or III library, appointed by the President;
3) One member from a Class IV, V, or VI library, appointed by the President.
(ii) The duties of the Personnel Committee shall be:
1) Establish a job description for the Cooperative Director position;
2) Recommend appointment of a Director to the Cooperative Board; and
3) Annually evaluate the Director, with member input, communicating their report to the Board.
(b) Budget and Finance Committee
(i) A three-member standing Budget and Finance Committee shall be established an ad hoc committee,
1) Board Vice-President
2) Board Treasurer
3) One additional Council member, appointed by the Board President:
a) If the Treasurer is from a Class I, II, or III library, the additional member shall be from a Class IV, V,
or VI library;
b) If the Treasurer is from a Class IV, V, or VI library, the additional member shall be from a Class
I, II, or III library.
4) As part of the budget process, the Budget and Finance Committee will present a preliminary budget to the
Cooperative Board for review at their August meeting.
a) In creating the preliminary budget, the Committee shall take into account the service needs of member libraries as well as current and future funding levels.
Section 11.02 Additional Committees
(a) Additional committees may be formed by the President upon the recommendation of the Council, Board, or Director.
(i) Representation on committees shall, as much as possible, be equitable across library class sizes.
Article XII. Order of Business.
Section 12.01 The order of business of all regular meetings of the Council shall include:
(a) Call to order by presiding officer
(b) Roll Call / Attendance
(i) Signatures on an attendance sheet shall satisfy this requirement.
(c) Minutes of the previous meeting
(i) Discussion, corrections as necessary, and approval
(d) Treasurer’s Report
(i) Including financial reports
(i) Including any communications from member libraries
(f) Committee Reports
(i) Standing Committees
(ii) Any additional committees
(g) Director’s Report
(i) Including information from Cooperative Directors’ meetings
(h) Old / Unfinished Business
(i) New Business
Article XIII. Annual Audit.
Section 13.01 An annual audit shall be conducted by an independent, licensed accounting firm. The auditor is chosen with
recommendation by the board.
Article XIV. Amending of Bylaws.
Section 14.01 Any amendment to these Bylaws may be proposed by any member of the Council, in writing, to the Cooperative Director.
(a) Upon receipt of any proposed amendment, the Director shall forward said proposal to all Council and Board members at least thirty (30) days prior to the next regular Council meeting.
(b) An adhoc committee of the membership shall review the by-laws as necessary.
Section 14.02 Adoption of an amendment must be by a two-thirds majority of the Council in attendance at the meeting for approval of revisions.
Article XV. Dissolution.
Section 15.01 All assets of the Southwest Michigan Library Cooperative remaining after the payment of all debts shall, upon
dissolution of said organization, be distributed among the membership according to a formula drawn up by the Cooperative
Appendix A – Current Southwest Michigan Library
Cooperative Members by Class Size
Class VI (50,000 +)
• Kalamazoo Public Library
• Portage District Library
• Willard Public Library
Class V (26,000 – 49,999)
• Cass District Library
• (VanBuren District Library)
Class IV (12,000 – 25,999)
• Allegan District Library
• Benton Harbor Public Library
• Coloma Public Library
• Comstock Township Library
• Dowagiac District Library
• Lincoln Township Public Library
• Niles District Library
• Otsego District Public Library
• Paw Paw District Library
• Charles A. Ransom District Library (Plainwell)
• Maud Preston Palenske Memorial Library (St. Joseph )
• Three Rivers Public Library
• Vicksburg District Library
Class III (7,000 – 11,999)
• Augusta-Ross Township District Library
• Berrien Springs Community Library
• Buchanan District Library
• Eau Claire District Library
• Galesburg-Charleston Memorial District Library
• Parchment Community Library
• Richland Community Library
• South Haven Memorial Library
Class II (4,000 – 6,999)
• Bridgman Public Library
• Hartford Public Library
• Marcellus Township Wood Memorial Library
• J. C. Wheeler Library (Martin)
• New Buffalo Township Public Library
• Three Oaks Township Library
• Watervliet District Library
Class I (0 – 3,999)
• Lawrence Memorial Library (Climax)
• Galien Township Public Library
• Lawton Public Library
• Sodus Township Library
Appendix B – Current Southwest Michigan Library Cooperative
Associate (Non-Public Library) Members
• Bloomingdale Public Schools
• Brandywine Public Schools
• Bridgman Public Schools
• Climax-Scotts Community Schools
• Coloma Community Schools
• Comstock Public Schools
• Covert School District
• Delton-Kellogg Schools
• Dowagiac-Union Schools
• Eau Claire School District
• Galesburg-Augusta Community Schools
• Gobles Public Schools
• Gull Lake Community Schools
• Hackett Catholic High School (Kalamazoo)
• Hartford Public Schools
• Hastings Area Schools
• Kalamazoo Country Day School
• Kalamazoo Christian Schools Association
• Kalamazoo Public Schools
• Kalamazoo Regional Education Service Agency (KRESA)
• Lake Michigan Catholic Schools
• Lakeshore Public Schools
• Lawton Community Schools
• Marcellus Community Schools
• Mattawan Consolidated Schools
• Mendon Community Schools
• Michigan Lutheran High School
• New Buffalo Public Schools
• Parchment Public Schools
• Paw Paw Public Schools
• Plainwell Community Schools
• Portage Public Schools
• Regional Educational Media Center 11 (REMC-11)
• St. Joseph Public Schools
• St. Monica School (Kalamazoo)
• Schoolcraft Community Schools
• South Haven Public Schools
• Sturgis Public Schools
• Three Rivers Community Schools
• Vicksburg Community Schools
• Watervliet Public Schools
• Andrews University
• Davenport University
• Glen Oaks Community College
• Kalamazoo Valley Community College
• Lake Michigan College
• Southwestern Michigan College
• Western Michigan University
• Borgess Health Center Libraries
• Bronson Hospital Health Science Library
• First United Methodist Church (Kalamazoo)
• Fort Miami Heritage Society
• Hart-Dole-Inouye Federal Center Library (Battle Creek)
• Kalamazoo Institute of Arts
• Lakeland Medical Center
• Michigan Maritime Museum
• Pine Island Presbyterian Fellowship
• W. E. Upjohn Institute
• W. K. Kellogg Foundation Library