Board of Trustees | By-Laws

The legal and official name of the organization shall be Jackson College.

The Jackson College Board of Trustees shall govern using the Policy Governance model developed by John Carver. The Board shall govern primarily by defining Ends, establishing Executive Limitations, setting Governance Process policies, defining Board-President delegation, and monitoring organizational and presidential performance against those policies.

• The organizational meeting for election of officers shall be at the time and in the manner prescribed by applicable law.
• The officers of the Board shall be the Board Chair and Vice Chair. Officers shall be elected as prescribed by law and by majority vote of the full Board. Each officer shall serve a two-year term and shall perform the duties assigned by these Bylaws, Board policy, and the Board.

• The Board Chair of the Board shall have the usual duties and authority consistent with laws pertaining to higher education. The Board Chair shall appoint all committees, as needed, unless otherwise directed by the Board. The Board Chair shall be responsible for ensuring that Board meetings and Board processes are conducted in accordance with these Bylaws, Board policy, applicable law, and the Board’s adopted governance methodology. The Board Chair shall also serve as the Chief Governance Officer (CGO) under Policy Governance.

• The Board Vice Chair shall perform the duties of the Board Chair in the absence of the Board Chair. He/she shall perform other functions and duties as designated by the Board.
  
  Board officers shall not be subject to term limits. Officers may be re-elected to successive terms, provided they are elected in accordance with these Bylaws and applicable law.
• No Board Officer shall have authority to act on behalf of the Board, direct the President and CEO, or commit the Board to any position or action except as expressly authorized by the Board.

Board Member Censure

Purpose

The Board of Trustees may censure a member for conduct that violates the Board’s Code of Conduct, Ethics Policy, or other adopted board standards.

Definition

Censure is a formal, public statement of disapproval regarding a Trustee’s behavior. It does not carry any legal penalty, nor does it remove the Trustee from office.

Procedure

1. A written resolution of censure may be submitted by any Trustee to the Board Chair or placed on the agenda in accordance with board policy.
2. The Board member subject to censure shall be given notice and an opportunity to respond before action is taken.
3. The resolution must state the specific conduct and policies or standards that were violated.
4. A vote of majority of the full Board (not just those present) is required for adoption of a censure.
5. The censure shall be entered into the official Board minutes.

Removal of Board Officers

Removal from an officer position shall not affect the Trustee’s elected status as a member of the Board.

Authority

The officers of the Board (i.e., Chair, Vice Chair) shall serve at the pleasure of the Board.

Grounds for Removal

A Board officer may be removed for:

• Failure to perform officer duties as outlined in Board policy or bylaws.
• Violation of the Board’s Code of Conduct.
• Conduct detrimental to the integrity or function of the Board.

Procedure

1. A motion for officer removal may be submitted by any Board member.
2. The officer shall be notified in writing and given an opportunity to respond.
3. A vote of majority of the full Board is required to remove an officer.
4. Upon removal, the Board may immediately elect a replacement for the unexpired term.

Board Rebuke (Informal Public Criticism)

Purpose

Rebuke refers to a public statement made by the Board expressing concern or disapproval, without formally censuring a member.

Procedure

1. A statement of concern may be made by any Board member during public deliberation or as part of a resolution.
2. The member may respond but is not entitled to a formal hearing.
3. The rebuke may be noted in the minutes but does not constitute formal disciplinary action.

Limitations on Board Authority to Remove Members

Elected Trustees

Consistent with Michigan law, the Board of Trustees does not have the authority to remove an elected Board member. Any such action must occur through:

• Judicial removal for misconduct or neglect of duty under MCL 168.327, or
• Recall process under MCL 168.951–975.

Appointed Trustees

For appointed Trustees, removal authority resides with the appointing authority, unless otherwise stated by law or appointment terms.

Meetings of the Board shall be noticed and conducted in accordance with the Michigan Open Meetings Act and other applicable law.

Regular Meeting Dates: The Board shall annually adopt a schedule of regular meetings. Unless otherwise approved by the Board, regular meetings shall be held on the second Monday of each month at 6:30 p.m. No regular meetings shall be scheduled in July or December unless approved by the Board.

Regular Meeting Location: Unless otherwise directed by the Board, regular meetings shall be held at the Jackson College Central Campus, Potter Center Board Room, 2111 Emmons Road, Jackson, MI 49201.

Special Meetings: Special meetings may be called as authorized by law, these Bylaws, or Board policy.

Notices: Notice of special meetings shall be provided to Trustees and the public in the manner and within the time required by law. Trustee notice may be provided by electronic mail or other method authorized by Board policy.

Attendance at Meetings and Remote Participation: All members of the Board are expected to attend all meetings of the Board of Trustees in person. Remote participation may occur only to the extent permitted by the Michigan Open Meetings Act or other applicable law.

Place of Meetings: Unless otherwise directed by the Board, and permitted by law, all meetings will be held within the College chartered district 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.

Meeting Time Limit: The length of time of regular meetings of the Board of Trustees is limited to two hours. A majority 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 subsequent, adjourned, or special meetings.

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.

The Board may establish committees only to assist the Board in performing its governance responsibilities. Board committees shall not exercise authority over the President and CEO or staff, shall not interfere with delegated operational authority, and shall report recommendations to the full Board unless otherwise authorized by the Board.

• 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 considered by the Board, then adopted and signed by the Board Chair, on behalf of the Board.
• All motions shall be accurately and completely recorded. The names of those who make motions and those who vote ‘yeas’ and ‘nays’ (or their equivalent) shall be recorded.
• The official minutes shall be kept by the Office of the President and CEO, as well as posted on the College website.

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

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 (or other voting methodology as outlined within these Bylaws) of the members of the Board,. A meeting of less than a quorum in attendance may adjourn to a future Board meeting. No official action shall be taken without a quorum present and without the affirmative vote required by law, these Bylaws, or Board policy.

Trustees shall receive no compensation for service on the Board. Expenses of Board Members shall be reimbursed in accordance with Board statements of practice.

The Board shall transact business only at a legally convened meeting. No individual Trustee, Officer, or Board Committee has authority to act on behalf of the Board unless expressly authorized by the Board. The Board speaks with one voice through its adopted motions, policies, and official actions.

The Board shall establish its regular order of business through Board policy, consistent with applicable law and Policy Governance.

These Bylaws are reviewed no less frequent than every five years and may be amended at a meeting of the Board by a super-majority, defined herein as 6/7ths, or 85.7% of the members of the Board (with the exception of ‘Governance Methodology’, which would require 100% majority to change).

The latest edition of Robert’s Rules of Order Newly Revised, 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.

Meetings of the Board of Trustees are meetings to conduct the business of the Board unto itself. These meetings shall be open for public attendance in accordance with the Michigan Open Meetings Act. Public communications to the Board of Trustees shall be exclusively addressed to the Board during the designated public comment section near the beginning of the meeting. At no other time during the meeting will public comment be received or solicited by the Board.

Individuals wishing to speak are encouraged to complete a public comment request form before the meeting to assist with orderly administration of the public comment period. In cases of urgency, the Board may, by majority vote, allow visitors who have not submitted a written request to present matters of concern. The Board Chair will allot each speaker a maximum of three minutes, unless the time is modified by a majority vote of the Board.

If a large group wishes to communicate the same message, the Board Chair may request that the group appoint a spokesperson to represent them and make remarks on behalf of the group. The Board Chair also reserves the right to conclude the public comment period if the comments become repetitive and do not add new information.

A maximum of 30 minutes for public comment will be allotted on the agenda, per Board Meeting, unless this time allotment is modified by a majority vote of the Board. The Board may opt to establish a subsequent meeting given solely to the consideration of expanded public comment.

Public comments shall be received by the Board without debate, or individual response, or other engagement from Board members.

The Board Chair will inform speakers that their comments will be taken under advisement. This process ensures that public input is respected while maintaining the orderly conduct of Board meetings.

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.

To support continuity of governance, Trustees should avoid unnecessary concentration of Board members in the same mode of transportation. No more than three Trustees should travel together in the same vehicle, aircraft, vessel, or similar conveyance unless approved by the Board Chair or required by circumstances.

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 up to the top three (3) for on-site interviews; 3) Conduct on-site interview(s); 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).