Board Procedure Policy

Board Chair: Board Member elected by the Library Board to serve as Chair of the Library Board for the year, as required by s.7 of the British Columbia Library Act, or Board member acting in this role due to absence or vacancy of the Chair.

Board Meeting: any gathering of the Library Board for the purpose of conducting VPL business, in-person or by virtual means.

Board Member: individual appointed by Vancouver City Council to the Library Board under s.5 of the British Columbia Library Act, including the member of Vancouver City Council appointed by Council to serve on the Library Board.

Chief Librarian & CEO: individual appointed by the Library Board as chief librarian under s.9 of the British Columbia Library Act.

Committee Chair: Board Member appointed by the Library Board to serve as chair of a committee.

Committee Meeting: meeting of a committee established under s.21 of the Board Procedure Policy.

Inaugural Board Meeting: first Board Meeting of each calendar year, at which the Chair and Vice-Chair are elected as required by s.7(1) of the British Columbia Library Act.

Library Board: the Vancouver Public Library Board, appointed by Vancouver City Council under s.5 of the British Columbia Library Act.

Library Staff: employees of the Library Board hired under the delegated authority of the Chief Librarian & CEO.

Regular Board Meeting: Board Meeting scheduled at the beginning of the calendar year and posted publicly as part of the regular meeting schedule.

Special Board Meeting: Board Meeting called by the Board Chair under s.7(h) of the Board Procedure Policy.

VPL: the organization commonly known as Vancouver Public Library, as governed by the Library Board.

The Library Board affirms the rights of the xʷməθkʷəy̓əm (Musqueam), Sḵwx̱wú7mesh (Squamish) and səlilwətaɬ (Tsleil-Waututh) Nations in the UN Declaration on the Rights of Indigenous Peoples, including Article 5, that Indigenous peoples have the right to maintain and strengthen their distinct political, legal, economic, social and cultural institutions, while maintaining their right to participate fully, if they so choose, in political, social and cultural life. The Library Board will continuously review its procedures to incorporate Indigenous ways of knowing, being and doing to enable these rights.

The Library Board enacts the following procedures for regulation of the business of the Library Board:

1.INAUGURAL BOARD MEETING

a) The Inaugural Board meeting shall ordinarily take place at the first scheduled Board Meeting in the calendar year at an hour to be fixed by the Chief Librarian & CEO in consultation with Board Members. In the event that new Board Members have not been appointed to the Library Board, the Inaugural Board Meeting may be postponed to the next scheduled Board Meeting following the appointment of new members.
b) The Chief Librarian & CEO shall call the Inaugural Board Meeting to order and conduct the election of the Board Chair.

2.BOARD CHAIR

a) The Board Chair shall be elected from among the Board Members present by majority vote.
b) If more than one candidate is nominated, there shall be a secret ballot. In the event of a tie vote, the Chief Librarian & CEO shall declare a one half hour recess and then reconvene the Library Board to hold a secret ballot. Should that vote also be a tie, the Chief Librarian & CEO shall adjourn the meeting for one week and continue the Inaugural Board Meeting at that time by holding the appropriate elections. The term of the Board Chair shall be until the next Inaugural Board Meeting.
c) In the event of the Board Chair being declared vacant, the Library Board shall elect a new Board Chair on the basis described in (a) and (b) above.
d) If the Board Chair is not present at a Board Meeting, when quorum is present, the Vice Chair has all the powers of the Board Chair, and is subject to all rules applicable to the Board Chair.
e) If neither the Board Chair nor the Vice Chair is present at a Board Meeting, when quorum is present, Board Members may elect an acting Board Chair, who has, during the meeting, all the powers of the Board Chair and is subject to all rules applicable to the Board Chair.
f) The Board Chair shall vote on all questions and motions submitted and shall have the same rights and be subject to the same restrictions as to participation and debate as other Board Members.

3.VICE CHAIR

a) There shall be one Vice Chair to be elected at the Inaugural Board Meeting, in the same manner as the Board Chair, with the Board Chair presiding. The term of the Vice Chair shall be until the next Inaugural Board Meeting.
b) In the event of the office of the Vice Chair being declared vacant, the Library Board may elect a new Vice Chair to complete the term.
c) When the Board Chair is unable to carry out all or any of the designated duties, the Vice Chair, or if absent, such other appointed Board Member, shall act for the Board Chair until such time as the Library Board makes other arrangements.

4.SECRETARY

a) The Chief Librarian & CEO is Secretary to the Library Board and shall record all minutes of the proceedings of the Library Board and committees, with the exception of meetings related to the performance of the Chief Librarian & CEO. When the performance of the Chief Librarian & CEO is the subject of a meeting, Board Members will designate a Board Member as Secretary.
b) Such minutes may be adopted after any necessary amendments are made provided the Board Members have been furnished with a copy at least the day prior to the Board Meeting.
c) All Library Board minutes shall be approved by the Chair and the Secretary in attendance at the Board Meeting.

5.QUORUM

a) A quorum of the Library Board shall be a majority of all of its Board Members, present in person or virtually during a Special Board Meeting under s.7(h), or responding to a poll between Board Meetings under s.7(i).
b) If after the expiry of half an hour from the appointed time of a Board Meeting, a quorum is not present, the Board Chair (or acting Board Chair), may convene a meeting of the Committee of the Whole. This Committee shall follow the scheduled Board agenda and its deliberations shall be ratified at the next Inaugural, Regular or Special Board Meeting.

6.LIBRARY STAFF ATTENDANCE

a) The Chief Librarian & CEO will be present at all Board Meetings, including all in- camera meetings, with the exception of meetings related to the performance of the Chief Librarian & CEO. Other Library Staff may be requested to leave at the discretion of the Chief Librarian & CEO or Board Chair.
b) In the event the Library Board must discuss a matter related to the termination of the Chief Librarian & CEO, the City Solicitor will be invited to be present.

7.BOARD MEETING SCHEDULE AND NOTICE

a) All Regular Board Meetings will be open to the public, except as provided in s.8.
b) Following the Inaugural Board Meeting, the Chief Librarian & CEO shall recommend to the Board Chair a schedule of Regular Board Meetings for consideration.
c) The Chief Librarian & CEO shall ensure that the Regular Board Meeting schedule is posted on VPL’s website following the Inaugural Board Meeting.
d) The Board shall hold, at regular intervals, not less than five (5) Regular Board Meetings a year, following the Inaugural Board Meeting.
e) Notwithstanding (c) above, the Library Board may alter the number, the times and the dates of meetings as it sees fit as long as the Library Board meets six(6) times during the year.
f) The Chief Librarian & CEO shall ensure proper notice of any Board Meeting is furnished to each Board Member by having notice of such meeting delivered to the members at their place of business, residence, by personal delivery, or electronic mail.
g) Except by unanimous consent of all members, at least 48 hours' notice of all Board Meetings shall be given.
h) The Board Chair or any two (2) members may call a Special Board Meeting by notifying, in writing, the other Board Members at least two (2) days before the meeting and stating in the notice the purpose of the meeting.
i) Should a Library Board decision be required between Regular Board Meetings, the Board Chair may authorize a telephone, virtual or email poll of the Library Board in order to arrive at the decision. Minutes of the telephone, virtual or email poll will be presented for approval by the Library Board at the next Regular Board Meeting. Should two (2) or more Board Members declare a preference for a Board Meeting to discuss the item and timing permits; the Board Chair will call a Special Board Meeting.

8.BOARD MEETINGS CLOSED TO THE PUBLIC (IN CAMERA)

a) The in camera agenda shall be set by the Board Chair, in consultation with the Chief Librarian & CEO, prior to the meeting. During a Board Meeting, the Library Board may move to refer an appropriate item to an in camera session.
b) Notice of planned in camera discussion will be provided as part of the Regular Board Meeting agenda, and will include notice of the subject matter being considered as detailed in s.8(c).
c) A part of a Library Board or Committee meeting may be closed to the public if the subject matter being considered relates to or is one or more of the following:
  i. Personal information about an identifiable individual who holds or is being considered for a position as an          officer, employee or agent of VPL;
  ii. Personal information about an identifiable individual who is being considered for an award or honour, or who  has offered to provide a gift to VPL on condition of anonymity;
 iii. Labour relations or other employee relations;
 iv. The security of the property of VPL;
 v.  Property matters where a divulgence of the discussion would likely result in prejudice to VPL;
 vi. Law enforcement; if the Library Board considers that disclosure could reasonably be expected to harm the  conduct of an investigation under or enforcement of an enactment;
 vii.  Litigation or potential litigation affecting VPL;
 viii. The receipt of advice that is subject to solicitor-client privilege, including communications necessary for that  purpose;
 ix. Information that is prohibited, or information that if it were presented in a document would be prohibited, from  disclosure under s.21 (disclosure harmful to business interests of a third party) of the Freedom of Information and  Protection of Privacy Act.
 x. Discussions respecting the development of a policy or the proposed provision of an activity, work or facility that  are at their preliminary stages and that, in the view of the Library Board, could reasonably be expected to harm the  interests of VPL or the City of Vancouver if they were held in public;
 xi. The consideration of whether a Board Meeting should be closed under a provision of this subsection.

d) The Library Board must not vote on the adoption of a policy during any Board Meeting that is closed to the public.
e) Library Staff reports should identify when the agenda item can be removed from in camera, if ever, and, wherever feasible and appropriate, the removal of an item from in camera should be set in the motion of the report as a pre-approval by the Library Board so that Library Staff may remove the item as a matter of operations.
If an in camera item does not have an associated pre-approval from the Library Board for removal from in camera, the decision to remove the item from in camera must first be decided by an in camera vote of the Library Board.
f) When an item is removed from in camera, the approved motions will be included in the Board Agenda of the next Regular Board Meeting.

9.ORDER

a) The Board Chair shall preserve order and decide all questions of order subject to an appeal to the Library Board.
b) On request, the Board Chair shall state the rule applicable in determining the point of order:
  i. There shall be an appeal to the Library Board from the ruling of the Board Chair. This appeal shall be decided    without debate; the Board Chair putting the question, "Shall the decision of the Chair be sustained?"
  ii. If the Chair is sustained, the position taken by the Board Chair shall be acted upon.
  iii. If the Chair is not sustained, the appeal is successful and the Board Chair recognizes the Board Member's point  of order as valid and directs the proceedings accordingly.
c) A two-thirds vote of the Board Members present shall be necessary to overrule the Board Chair.

10.ORDER OF BUSINESS

a) The general Order of Business at a Regular Board Meeting shall ordinarily be as follows (to be confirmed at the Inaugural Board Meeting):
  i. Establishment of quorum
  ii. Acknowledgement of xʷməθkʷəy̓əm (Musqueam), Sḵwx̱wú7mesh (Squamish) and səlilwətaɬ (Tsleil-Waututh) land
  iii. Public presentations
  iv. Invited presentations
  v. Approval and additions to the Agenda
  vi. Approval of minutes of previous meeting
  vii. Request for information from Vancouver Board of Parks and Recreation, Vancouver School Board, CUPE Local  391, VPL Friends, VPL Foundation, other
  viii. Decision items
  ix. Discussion items
  x. Consent agenda (Information items)
  xi. New business
  xii. Adjournment
b) By a majority vote of the Board Members present and without debate, the Order of Business of any Board Meeting may be varied.
c) The Chief Librarian & CEO, in consultation with the Board Chair, shall prepare the agenda for Board Meetings.
d) The Chief Librarian & CEO shall ensure that Regular Board Meeting and Inaugural Board Meeting agendas are posted publicly at least 5 days prior to meetings, and 2 days prior to Special Board Meetings called under s.7(h).

11.VOTING

a) See Sections 9(a), (b), and (c) respecting order.
b) The Board Chair shall name the designated speaker.
c) Any Board Member may require the question or motion under discussion to be read at any time during the debate, but not so as to interrupt a member while speaking.
d) Every Board Member present at a Board Meeting, when a question is put, shall vote thereon, unless they have declared a conflict of interest, are excluded by the Board Chair, or unless the Board Member declares that they are prohibited by law from voting; and if any member persists in refusing to vote for other than the reasons stated, they shall be recorded as voting in the affirmative on the question before the Library Board.
e) In the case of an equal division on any vote taken, the question shall be decided in the negative.
f) The names of Board Members voting “for” or “against” the question or motion shall not be entered in the minutes unless a Board Member calls for a recorded vote.
g) If any Board Member shall call for a recorded vote, the names of those voting "for" or “against" the question or motion shall be entered in the minutes upon the request of each Board Member so voting.
h) The method of holding a secret ballot shall be as follows:
  i. Each member of the Library Board shall register a vote in writing on a numbered ballot provided. The Chief  Librarian & CEO shall collect the ballots and shall call out and record the votes, and shall record the number of  votes for and against in the minutes.
i) When a Board Member is speaking, no other Board Member shall interrupt except to raise a point of order. When a question is being put to vote, no Board Member shall walk across or out of the room, or make any noise or disturbance until the votes are taken.
j) No action of the Library Board shall be considered passed unless at least four(4) Board Members vote on the resolution.

12.RESCISSION OF RESOLUTIONS

a) No resolution passed by any Library Board shall be rescinded during the Library Board's term of office except by a 2/3 vote of the entire Library Board. The Library Board's term of office shall be from Inaugural Board Meeting to Inaugural Board Meeting.

13.RULE OF PROCEDURE

a) Any rule of procedure under this policy may be suspended during the Board Meeting by a vote of two-thirds of the Board Members present.
b) In all unprovided cases, the proceedings of the Library Board and its committees shall be guided by Robert's Rules of Order, newly revised.

14.MOTIONS
a) All motions at Board Meetings shall be presented before being debated.
b) Prior to decision or amendment, a motion may be withdrawn with the approval of the Library Board.
c) Amendments shall be put in the reverse order to that in which they are moved. Every amendment submitted shall be decided upon or withdrawn before the main question is put to vote. Only one amendment of the main motion and one amendment to the amendment may be permitted at any time.
d) When the question under consideration contains more than one distinct proposition, a separate vote upon each proposition shall be taken if any Board Member so requires.
e) After the question is finally put by the Board Chair, no Board Member shall speak to the question nor shall any other motion be made until after the result is declared, and the decision of the Board Chair as to whether the question has been finally put shall be conclusive.
f) A question or referral, until it is decided, shall preclude all amendments of the main question.

15.NEW BUSINESS
a) New Business shall be considered as business not on the Board Meeting agenda.
b) Any Board Member desiring to bring before the Library Board any new matter requiring a decision of the Library Board at that meeting, other than a point of order or of privilege, shall do so by way of motion.
c) If any Board Member present at the time such motion is presented and before debate thereon calls for a "notice of motion", then the motion shall be at once ordered placed on the agenda of the next Regular Board Meeting.

16.NOTICE OF MOTION
Any Board Member may give "notice" of a motion by giving a copy to the Board Chair during a Board Meeting and upon being acknowledged by the Board Chair in a formal session, the motion shall appear in the minutes of that meeting as "Notice of Motion", and be placed on the agenda of the next Regular Board Meeting.

17.CONDUCT AT BOARD MEETINGS

17.1 Conduct of Board Members at Board Meetings
a) Board Members will be courteous and will not engage in any action which may disturb the meeting.
b) Board Members will inform the Board Chair each time they leave or re-enter the meeting.

17.2 Conduct of Public at Board Meetings
a) Members of the public are expected to behave respectfully and not disrupt the meeting.
b) Signs or placards are not permitted.
c) Filming, audio recording or taking photographs during the Board Meeting is not permitted.
d) The Board Chair may exclude any person from the Board Meeting for improper conduct.
e) Public presentations are governed by the Public Participation policy.

17.3 Conduct of Chief Librarian & CEO and Library Staff at Board Meetings
a) The Chief Librarian & CEO and Library Staff will be courteous and will not engage in any action which may disturb the Board Meeting.
b) Signs or placards are not permitted.
c) The Board Chair may exclude any person from the Board Meeting for improper conduct.

18.SPEAKING TIME

The Board Chair may limit a Board Member to five (5) minutes speaking time on any subject, except in the case of the mover of a motion, who then may have an additional five minutes in which to close the debate.
No Board Member shall speak more than once on the same question without the permission of the Board Chair, and only after each Board Member has taken or passed his turn of speaking.

19.ADJOURNMENTS

A motion to adjourn shall always be in order, but no second motion to the same effect shall be made until some intermediate proceeding shall have been made.

20.COMMITTEES

Committees shall be established by the Library Board specifying the Terms of Reference and any instructions.

a) Standing Committees
The Library Board has three standing committees: the Community Relations, Planning and Development (CRPD) Committee; the Services, Finance and Human Resources (SFHR) Committee; and the Governance Committee.
  i. Following the Inaugural Board Meeting, the Board Chair, after consulting with all Board Members on their  committee preference, shall appoint chairs of the standing committees and shall appoint Board Members to sit on  standing committees.
  ii. Standing committee appointments shall be presented to the Library Board by the Board Chair at the first Regular  Board Meeting following the Inaugural Board Meeting or at any other time deemed appropriate.
  iii. In accordance with its particular function, a standing committee may appoint sub-committees.
b) Adhoc Committees
  i. The Board may establish adhoc committees.
  ii. Members of adhoc committees may include Board Members, Library Staff and external parties.
  iii. Adhoc committee appointments shall be presented to the Library Board by the Board Chair at the first Regular  Board Meeting following the appointment of the members.
c) Committee Procedures
  i. Each Committee Chair shall be responsible for calling the first Committee Meeting and may call other Committee  Meetings, as necessary.
  ii. A majority of the appointed committee members shall constitute a quorum.
  iii. The Board Chair shall be a member ex-officio of all committees, and when present, shall be included in arriving  at a quorum, and may vote on any motion.
  iv. Committee reports shall be presented to the Library Board by the Committee Chair, or in their absence, by  another member of the committee.
  v. Any committee member who is a Board Member shall have the right to submit a minority report to the Library  Board.
  vi. Motions at Committee Meetings do not require a seconder.
  vii. Any main motion of a committee which results in a tie vote shall be reported by the Committee Chair for the  Library Board's consideration.
  viii. No action of a committee shall be considered passed unless at least three(3) members vote on the resolution.
  ix. No action of any committee, unless power to take such action is expressly conferred on the committee, shall be  binding on the Library Board, unless and until the same has been reported to the Library Board by such committee,  and such report has been adopted by the Library Board.
  x. The general rules of procedure in sections 4 through 20 which apply to Board Meetings shall apply to  Committee Meetings, as applicable.
  xi. At the first meeting of each committee annually, the committee's Terms of Reference shall be reviewed.

21.ROLE AND RESPONSIBILITIES OF BOARD CHAIR

In addition to the responsibilities associated with Board Meetings as described above, the Board Chair shall:
a) Determine Library Board assignments as liaisons to elected representatives and affiliated organizations as appropriate.
b) Act as the primary linkage to the Chief Librarian & CEO and ensure that the Chief Librarian & CEO implements Library Board decisions.
c) Sign Library Board minutes.
d) Answer all correspondence addressed to the Library Board and circulate to Board Members.
e) Coordinate presentations to City Council and its committees.
f) Maintain liaison with all Board Members and, in particular, Committee Chairs.
g) Represent the Library Board at official functions, or delegate this role to another Board Member as appropriate.
h) Act as primary spokesperson for the Library Board.
 

• Board Communications Protocol
• Delegation of Authority Policy
• Chief Librarian and CEO Performance Management Framework
• Public Participation at Board Meetings policy