Board By-Laws
Summary
Bylaws are essential for effective operation of the Jackson College Board of Trustees. Generally, these Bylaws serve to establish the name of the organization, how the College is governed, the requirements for membership, offices that may be held, the titles and responsibilities for said offices, as well as the means by which the offices are to be assigned. These Bylaws also define how its meetings are conducted, and how often meetings are held. Finally, these Board’s bylaws constitute legal guidelines for the work of the Board and are focused only on the highest level of governance issues.
Bylaws
The enclosed bylaws shall constitute the structure, operation and responsibilities of Trustees in conducting formal business matters at its regular monthly board meetings for Jackson College.
1. Name of the Organization
The legal and official name of the organization shall be Jackson College.
2. Officers
The organizational meeting for election of officers shall be held on the day and at the time prescribed by law.
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 duties of the office and such other functions as are designated by the Board of Trustees.
3. Duties of Officers
The Chairperson of the Board shall have the usual duties and authority consistent with higher education laws. He or she shall appoint all committees unless otherwise directed by the board.
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.
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
All meeting locations shall be properly noticed in accord with the prescription of law. No further notice of such meetings shall be required to be given to the members of the Board.
Regular Meeting Dates: Unless otherwise directed by the Board and with the exception of July, and December, all meetings shall be held on the second Monday of each month, beginning at 6:30 p.m., as approved in advance by a majority of the Board of Trustees. No meetings of the Board will occur in July and December.
Regular Meeting Location: Unless otherwise directed by the Board, all Regular meetings of the Board of Trustees shall be held at the Jackson College Central Campus, Potter Center Board Room, 2111 Emmons Road, Jackson, MI 49201
Special Meetings: Special meetings of the Board of Trustees may be called by the Chairperson of the Board, or any Board Member, by serving the members a notice of the time and place of the meeting.
Service of the notices shall be accomplished by: Delivering the notices to the members at least 24 hours before such meeting is to take place by phone, email, or overnight or standard mail. Service of the notices, as above prescribed, may be made by a member of the Board, any employee of the board, or other person as directed by the Board Chairman.
Attendance at Meetings and Remote Participation: 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 may be permitted only under circumstances allowed by the Michigan Open Meetings Act.
Place of Meetings: Unless otherwise directed by the Board, all Board meetings will be held within the College service area of Jackson county.
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.
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. Other Electronic or Remote Communications
Neither the Board collectively, nor its individual members, may engage in electronic or other remote 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 requirement applies at all times, including by way of example, and not limited during the course of Board Meetings, except as noted in 5.c. above.
It is the express policy of the Board that all communications between and among Board Members shall 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
The Board of Trustees may authorize committees as deemed necessary. Committees shall report recommendations to the board for appropriate action. Committees shall be dissolved when final action on its report is taken by the Board.
8. Minutes of Proceedings
- Minutes of the proceedings of the previous meeting shall be prepared by and electronically delivered to the members at least 48 hours before the time of the next regular meeting.
- The minutes of the preceding meeting shall be approved by the Board and signed by the Board Chairperson.
- 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.
- The official minutes shall be bound and kept in the Office of the President, as well as posted on the College website.
9. Records 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:
- Call to Order & Pledge of Allegiance
- Adoption of Minutes
- Declaration of Conflict of Interest
- Ownership Linkage
- Items for Decision
- Consent/Required Approvals Agenda
- Monitoring CEO Performance
- Monitoring Board Performance
- Information Requested by the Board
- Self-Evaluation of Governance Process & Board Performance at this meeting
- Meeting Content Review
- Adjourn
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, and which sections pertain to “small board rules”, shall govern the board in its deliberations, except where it is inconsistent with these bylaws, or any applicable law(s). All members of the Board may vote on matters to be decided by the board unless excused by law.
16. Public Participation at Board Meetings
Meetings of the Board of Trustees are meetings to conduct business unto itself. Meetings of the Board of Trustees shall be open for public attendance. All public communications to the Board of Trustees shall be exclusively addressed to the Board of Trustees during the designated public comment section of the meeting. At no other time during the meeting will public comment be received or solicited by the Board.
Persons who wish to present any matter of concern to the College shall make a written request using the speaker request form prior to the meeting. This shall be considered under the “Ownership Linkage” section of the Board’s 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 Board Chairperson shall allot a visitor, at the appropriate time, not more than five minutes, unless the time is increased or decreased by a majority of the Board. In accordance with the Open Meetings Act, the Board Chairperson may request that if a large group of people want to communicate the same message, that the group appoint a spokesperson to represent the group and make remarks on behalf of the group. Additionally, the Chairperson reserves the right to conclude public comment if by the determination of the Chairperson the continuing commentary is not materially different from that which has previously been presented.
17. Governance Methodology
The Jackson College Board of Trustees shall utilize Policy Governance (also known as the Carver Model of Governance) practices in undertaking its work as a board.
18. Indemnification
To the full extent authorized under the laws of the State of Michigan, Jackson College shall indemnify any Trustee, serving at request of the Board, or by the vote of the Jackson County electorate, against expenses actually and necessarily incurred by such Trustee, in connection with the defense of any action, suit, or proceeding in which that Trustee is made a party by reason of being or having been in such a governance position, except in relation to matters as to which that Trustee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which a Trustee may be entitled under any bylaw, agreement, or by resolution of the Board of Trustees.
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the College in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Trustees upon receipt of an undertaking by or on behalf of the Trustee to repay such amount if it shall ultimately be determined that such Trustee is not entitled to be indemnified hereunder.
The College may purchase and maintain insurance on behalf of any person who is or was a Trustee against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the College would have the power or obligation to indemnify such person against such liability.
19. Continuity of Governance
To ensure the governing viability of Jackson College, no more than three (3) members of the Board of Trustees of Jackson College may travel jointly in the same mode of transportation (i.e., car, van, aircraft, train, boat, or similar).
20. Filling of Board Member Vacancies for an Unexpired Term
In accordance with the Michigan Election Law (Act 116 of 1954), when less than a majority of a seats on the Board of Trustees become vacant, remaining members shall, within 30 days, undertake the meetings necessary to fill the vacancy(ies) with a qualified replacement. The Board’s process shall include, but not be limited to the following: 1) Request recommendations for candidacy to the vacancy(ies) from all remaining members, inclusive of a resume and the completion of an application form signed by the candidate(s); 2) By means of voting, select the top three (3) for on-site interviews; 3) Conduct on-site interviews; 4) By means of voting, select the top vote receiving candidate(s) for placement to the vacancy(ies); and 5) At the next regular meeting of the Board of Trustees, said candidate(s) will be sworn into office for the unexpired term of the board seat(s).