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.


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 legal 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 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: 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 under the following circumstances:

    • A quorum of the Board shall be physically present at the meeting location;
    • Electronic participation is pre-approved by the majority of the Board; and
    • Where a Board Member (or members) is unable to attend a meeting due to circumstances beyond his/her control; and
    • Such remote participation is allowed by law.

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 physically absent Board Member must identify themselves verbally over the speaker system before each roll call vote.

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.


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

  • Standing Committee – Audit: 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.
  • Standing Committee – Ownership-Linkage: 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(s): 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 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
  • Consideration of Member(s) Electronic Participation (as needed)
  • Declaration of Conflict of Interest
  • Adoption of Minutes
  • Ownership Linkage
  • Monitoring Board Performance
  • Items for Decision
  • Consent/Required Approvals Agenda
  • Monitoring CEO 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: 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.


16. Owner/Stakeholder Participation

The Board of Trustees shall solicit the advice and counsel of Jackson County Citizens in their ownership capacity. 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 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.


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.

  • 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.

18. 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.