Middleborough trustees approve revised operating agreement draft, set March deadline for Friends to sign

The Board of Library Trustees approved a revised draft of an operating agreement with the Friends of the Middleborough Public Library and authorized the chair and the library director to meet with the town manager to finalize the document, the board said at its meeting.

The revised draft requires the Friends to provide annual financial information in accordance with IRS Form 990, to limit fundraising and support to the Middleborough Public Library, and to deposit an approved annual lump-sum programming budget into a town account for library use. The trustees voted unanimously to approve the draft and charged the chair and the library director to present it to the town and incorporate any town counsel changes.

The board emphasized oversight and clarity. Library trustees said the changes are intended to simplify handling of donations and reduce administrative burdens such as collecting W-9 forms and processing many small vendor payments. Diane, the library director, told trustees that moving Friends funds into a town-managed account would “free up time for everybody” and improve transparency.

Trustees said the draft also contains a process for reporting monthly expenditures tied to the Friends’ approved budget and a requirement that the Friends reimburse the town for staffing and material costs incurred because of Friends fundraising activities held at the library. The draft mirrors practices the trustees said are used by nearby communities and is intended to address repeated concerns from trustees about whether donated funds were being spent to support other organizations.

At the meeting trustees reviewed the history of the relationship: an operating agreement enacted in February 2021; the Friends’ notice in September 2024 that they would dissolve that agreement; subsequent meetings in late 2024 attempting to reestablish a negotiating team; and repeated requests by the trustees for a new, binding written contract while the Friends remain tenants in library space.

The trustees set a negotiated timeline in two parts: the chair and library director will meet with the town manager and other town officials to seek final input and town counsel review, and the trustees will draft a letter (with town input) asking the Friends to sign the revised operating agreement by March 3, 2025. If a signed operating agreement is not in place by March 3, the trustees said the Friends would be asked to vacate library space by April 3, 2025 — 30 days after the deadline.

Concerns surfaced at the meeting about the Friends’ bookstore revenue and ownership of donated materials. Trustees and attendees said the Friends’ bookstore generated about $3,300 a year; speakers noted the books were donated to the Friends and are the Friends’ property. Tony, identified as the treasurer of the Friends, was reported to have indicated willingness earlier to participate in negotiation, but trustees said the Friends later declined formal negotiations and indicated they would not accept a written agreement.

Trustees also discussed operational details if the Friends vacate library space: the trustees said that should the Friends leave, their donated books and the bookstore operation would remain the Friends’ property and the trustees could then open an opportunity for another organization or arrangement to operate a bookstore or sales activity in library spaces.

The trustees approved two motions: first, to adopt the revised draft of the operating agreement and, second, to charge the board chair and the library director to meet with the town manager to finalize any changes. Both motions passed unanimously. The board then authorized the chair and the director to draft a letter (with town input) that sets the March 3, 2025 signing deadline and the April 3, 2025 vacate date if the Friends do not sign.

The trustees said next steps include the town review and then a formal transmittal to the Friends. The board also noted it would work to avoid disrupting scheduled Friends events where possible while meeting its oversight responsibilities.

Votes at a glance

- Motion to approve amended draft of the operating agreement between the Friends of the Middleborough Public Library and the Board of Library Trustees: approved (unanimous). - Motion to charge the board chair and the library director to meet with the town manager and present the revised agreement for town review: approved (unanimous). - Motion to charge the board chair and the library director to draft a letter (with the town) giving the Friends until March 3, 2025 to sign and requiring vacatur by April 3, 2025 if not signed: approved (unanimous).

The trustees said they will return to the topic after the town manager and town counsel have reviewed the draft operating agreement and after the trustees receive any recommended changes from the town.