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Board of Trustees

Board By-Laws

The enclosed by-laws shall constitute the structure, operation and responsibilities of trustees in conducting formal business matters at its monthly regular board meetings for Jackson College.

1. Officers

a. The organizational meeting for election of officers shall be held on the day and at the time prescribed by law.

b. Officers shall be elected as prescribed by law. Each officer shall be elected by a majority of the members of the Board. The term of each officer shall be for a period of two years. Each officer shall perform the legal duties of the office and such other functions as are designated by the Board of Trustees.

2. Duties of Officers

a. The Chairperson of the Board shall have the usual duties and authority consistent with education laws. He/she shall appoint all committees unless otherwise directed by the Board.

b. The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson. He/she shall perform other functions and duties as designated by the Board.

c. The Treasurer shall perform other such duties as designated by the Board.

d. The Secretary shall sign all legal documents as authorized by the Board.

3. Duties of Board Liaisons

a. The Assistant Treasurer shall receive, hold in custody and expend all funds as directed by the Board and President.

b. The Assistant Secretary shall keep record of all meetings, post all legal notices and perform such other duties as designated by the Board.

4. Removal of Officers

Any officer of the Board may be removed for cause by resolution of a majority of the Board at a regular monthly meeting with the item appearing on the agenda for that meeting.

5. Meetings

a. Regular Meetings:  Regular meetings of the Board of Trustees shall be held at Jackson College, 2111 Emmons Road, Jackson, Michigan, in the Board Room of Potter Center. Regular Board meetings may also be held in other venues within the College’s service area of Jackson, Lenawee, and Hillsdale as long as such meeting locations are properly noticed in accord with the prescription of law. Meetings shall be held on the second Monday of each month, beginning at 6:30 pm, as approved in advance by a majority of the Board of Trustees. No further notice of such meetings shall be required to be given to the members of the Board.

b. Special Meetings: Special meetings of the Board of Trustees may be called by the Chairperson of the Board, or any member thereof, by serving the members a notice of the time and place of such meetings.

    Service of the notices shall be accomplished by:

  1. Delivering the notices to the members at least twenty-four (24) hours before such meeting is to take place by phone, email, or overnight or standard mail.
  2. Service, as above prescribed, may be made by a member of the Board, the Secretary of the Board, and any employee of the Board or other person as directed by the Board Chairman.

c. Attendance at Meetings:  All members of the Board should use every reasonable effort to attend all meetings of the Board of Trustees in person. If this is not possible because of extenuating circumstances, participation by conference call or other electronic communication shall be permitted only under the following circumstances:

  1. A quorum of the Board shall be physically present at the meeting location.
  2. Electronic participation must be approved by the majority of the Board.
  3. Participation by conference call of a member or members unable to be present physically shall be permitted when a Board member (or members) is unable to attend a meeting due to circumstances beyond their control.
  4. In such circumstances, all deliberations during a meeting, telephone conference call participation or participation by other electronic means which occur must be conducted by using two way speaker phones or other electronic devices that allow all other Board members and the public to hear all of the Board member caller’s comments.
  5. All votes during a telephone conference call meeting or through the utilization of other electronic communication shall be taken by roll call and the meeting must be conducted by using two way speaker phones or other devices that allow other Board members and the public to hear all of the Board member caller’s votes. The Board member must identify themselves verbally before each roll call vote.
  6. Board members may not participate remotely in Closed Sessions.

d. Place of Meetings:  All meetings of the Board will be held within the College service area of Jackson, Lenawee and Hillsdale counties.

e. Adjourned Meetings:  Any legal meetings of the Board may be adjourned to a specific time and place. Only items on the agenda of the meeting adjourned may be acted upon at the adjourned meeting.

f. Time Limit: The time of regular meetings of the Board of Trustees shall be limited to two hours. A vote may be taken by the Board to extend the meeting should the agenda warrant such an extension. Items on the agenda requiring extended deliberation shall be taken up at adjourned or special meetings.

6. Electronic Communications

Neither the Board collectively nor its individual members may engage in electronic communications for the purpose of making a decision or deliberating towards a decision. This would include sequential communications forwarded to or among Board members with respect to deliberations, opinions or matters which could result in a Board decision.

This applies at all times, including by way of example and not limited during the course of Board meetings.

It is the express policy of the Board that all communications between and among Board members should comply with the Michigan Open Meetings Act, the purpose of which is to facilitate public access to official decision making.

7. Committees of the Board

a. Standing:  The Board of Trustees shall have a standing Audit Committee.

b. Special Committee:  The Board of Trustees shall authorize such special committees as are deemed necessary. A special committee shall report recommendations to the Board for appropriate action. A special committee shall be dissolved when final action on its report is taken by the Board.

8. Minutes of the Proceedings

a. Minutes of the proceedings of the Board of the previous meeting shall be prepared by the Assistant Secretary and mailed, or delivered, to the members at least forty-eight (48) hours before the time of the next regular meeting.

b. The minutes of the preceding meeting (s) shall be approved by the Board and signed by the Chairperson and the Secretary.

c. All motions shall be accurately and completely recorded. The names of those who make motions and those who vote yeas and nays shall be recorded.

d. The official minutes shall be bound and kept in the President’s Office of the College.

9. Record Available

All records of the Board of Trustees shall be available to citizens for inspection at the office of the President during regular office hours.

10. Quorum

The physical presence of the majority of the Board of Trustees constitutes a quorum, but no act is valid unless voted at a meeting of the Board by a majority vote of the members of the Board. Less than a quorum may adjourn to a future date.

11. Compensation and Expenses

No member of the Board of Trustees may receive any compensation for any services rendered to the District. Expenses of Board members will be reimbursed in accordance with College policy.

12. Transaction of Business

The Board of Trustees shall transact all business at a legal meeting of the Board. No member of the Board of Trustees shall have power to act in the name of the Board outside of the Board meetings except when authorized by the Board to do so.

13. Order of Business

the following is the prescribed outline of the meeting agenda for regularly scheduled Board meetings:

1.0  Call to Order

2.0  Roll Call

3.0  Pledge of Allegiance

4.0  Communication

4.1  Citizen Comments

4.2  Employee Comments

4.3  Board Comments

4.4  Student/Student Government Comments

4.5  Consideration of Minutes

4.6  Marketing Report

4.7  College Feature

5.0  Treasurer’s Report [Quarterly and Annual]

5.1  College Financial Report

6.0  Action Items

7.0  Information Items

8.0  Closed Session [as needed]

9.0  Adjournment

14. Amendments

These By-laws may be amended at a meeting of the Board by a majority of the members of the Board.

15. Rules of Order

The latest edition of ROBERT’S RULES OF ORDER - Procedure for Small Boards shall govern the Board in its deliberations, except where it is inconsistent with these By-laws or any applicable law. All members of the Board may vote on matters to be decided by the Board unless excused by law.

16. Citizen Participation

The Board of Trustees shall solicit the advice and counsel of citizens in planning, direction-setting, evaluation of and operating the College. Meetings of the Board of Trustees shall be open to the public. All citizen communications to the Board of Trustees shall be addressed to the Board of Trustees. Citizens who wish to present any matter of concern to the College shall make a written request to the Assistant Secretary to the Board of Trustees on the Speaker Request Form prior to the meeting. This shall be considered under the communication section of the agenda. The Board may, in case of emergency, by majority vote, give visitors who have not presented a written request an opportunity to present matters of concern to the Board. The Chairperson shall allot a visitor, at the appropriate time, not more than five (5) minutes, unless the time is increased or decreased by a majority of the Board.

17. Conflict of Interest

All members of the Board shall disclose any direct or indirect interest they may have in any proposed contract with the district, or in any action, or situation in which they have a direct or indirect conflict of interest.

a. In the event of any duality of interest, or possible conflict of interest on the part of any governing board member, that member shall abstain from voting.

b. The foregoing requirement shall not be construed as preventing the governing Board Member from stating his/her position in the matter, nor from answering pertinent questions of any other Board Members since his/her knowledge may be of great assistance.

 

Last approved:  August 14, 2013

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