Board By-Laws

Board Members

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
  1. 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 legal duties of the office and such other functions as are designated by the Board of Trustees.
  1. Duties of Officers
    • The Chairperson of the board shall have the usual duties and authority consistent with 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.
    • Duties of Board Liaisons: The Board of Trustees shall establish and appoint Liaisons as needed to assist the Board in undertaking its work. The following Liaisons and relevant duties are established:
    • The Assistant Secretary shall keep record of all meetings, post all legal notices and perform such other duties as designated by the Board.
    • 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.
  1. Meetings
    • All meeting locations are properly noticed in accord with the prescription of law. With the exception of February, 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. The February board meeting will be held on the first Monday of the month. No further notice of such meetings shall be required to be given to the members of the board.
      • Regular Meetings: Regular meetings of the board of trustees shall be held at the following locations for the months, days, and times noted:
        • Jackson College, Central Campus, 2111 Emmons Road, Jackson, MI 49201, Potter Center board room: January, February, March, May, June, September, October
        • Jackson College @LISD Tech Campus, 1376 North Main Street, Adrian, MI 49221: April
        • Jackson College, LeTarte Campus, 3120 West Carleton Road, Hillsdale, MI 49242: August
        • Jackson College, Maher Campus, 3000 Blake Road, Jackson, MI 49201:  November
      • 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, 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.
      • 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 under the following circumstances:
        • A quorum of the Board shall be physically present at the meeting location;
        • Electronic participation must be approved by the majority of the Board;
        • Where a board member (or members) is unable to attend a meeting due to circumstances beyond his or her control;
        • In such circumstances, telephone conference call participation or participation by other electronic means 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 caller’s comments and votes;
        • All votes during a telephone conference call, meeting or through the utilization of other electronic communication, shall be taken by roll call. The board member must identify themselves verbally over the phone speaker system before each roll call vote; and
        • Board members may not participate remotely in closed sessions.
      • Place of Meetings: All Board meetings will be held within the College service area of Jackson, Lenawee and Hillsdale counties.
      • 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.
  1. 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, except as noted in 6.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.
  1. Committees of the Board
    • Standing Committee
      • The Board of Trustees shall have a standing Audit Committee.  The Audit Committee will bring forward recommendations to the entire Board for consideration and appropriate action, as warranted.  The Committee alone holds no authority for decision making, as this is retained by the full Board only.
      • The Board of Trustees shall have a standing Ownership-Linkage Committee. The Committee will bring forward recommendations to the entire Board for consideration and appropriate action, as warranted. The Committee alone holds no authority for decision making, as this is retained by the full Board only.
    • 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.
  1. Minutes of Proceedings
    • Minutes of the proceedings of the previous meeting shall be prepared by the Assistant Secretary 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 Chairperson and the Secretary.
    • 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 President’s office of the College as well as posted on the College website.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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 Agenda
      • Adoption of Minutes
      •  Declaration of Conflict of Interest
      • Ownership Linkage
      • Board Education
      • ENDS Items for Decision
      • Governance Process Items for Decision
      • Executive Limitations Items for Decision
      • Board-Management Delegation Items for Decision
      •  Required Approvals Agenda
      • Monitoring CEO Performance
      • Self-Evaluation of Governance Process & Board Performance at this meeting
      • Information Requested by the Board
      • Adjourn
  1. Amendments
    • These by-laws may be amended at a meeting of the Board by a majority of the members of the board.
  1. 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 bylaws or any applicable law. All members of the board may vote on matters to be decided by the board unless excused by law.
  1. Owner/Stakeholder 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 owner/stakeholder communications to the Board of Trustees shall be addressed to the Board of Trustees. Owner/Stakeholders 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 “Communications” 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.
  1. 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.
      • In the event of any duality of interest, or possible conflict of interest on the part of any governing Board Member, must so declare during the board meeting, , and further, that member shall abstain from voting on those items wherein there is a conflict of interest.
      • The foregoing requirement shall not prevent the governing Board Member from stating his or her position in the matter, nor from answering pertinent questions of any other Board Members since his/her knowledge may be of assistance.
  1. 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 members of the board.