North Central Michigan College is organized and operates under the provisions of the Community College Act of 1966 (Act 331, P.A. 1966, as amended, M.C.L.A. 389.1 et. seq., M.S.A. 15.615 (101) et. seq.). The community college district is the County of Emmet and is a body corporate having exercised the franchise and privileges of a community college district since its inception by vote of the qualified electors of the district on June 17, 1958. The Board of Trustees of North Central Michigan College are elected by the electors of the district for the purpose of governing and conducting the affairs of the College and providing orderly administration thereof. The broadly defined purposes and goals of the College are to meet the post-secondary educational needs of area citizens and to provide enrichment to the life of the community. These Bylaws are adopted for the purpose of setting forth proper rules and procedures for the functioning and government of the Board of Trustees and for the control and government of the community college district.
The legal name of the community college district for all purposes shall be NORTH CENTRAL MICHIGAN COLLEGE DISTRICT.
POWERS, DUTIES, AND FUNCTIONS OF THE BOARD OF TRUSTEES
The Board of Trustees shall have all the powers and duties set forth in Sections 121 thru 125 of The Community College Act of 1966, as amended, and shall generally have the power to manage the property and business of the College. These powers shall include, but shall not be limited to the following:
1. Appoint or remove a President and other officers and administrative officials of the College and to delineate and define their duties.
2. Appoint or remove members of the College faculty.
3. Establish and review the educational programs of the College.
4. Approve degrees in course and honorary degrees.
5. Adopt, develop, define, and implement policies for the orderly government of the affairs of the College.
6. Establish annually the budget of the College.
7. Establish and authorize tuition and fees within the College for both resident and nonresident students.
8. Authorize the sale, purchase, construction, and renovation of land, and buildings.
9. Define and refine the goals of the College.
10. Appraise the effectiveness and efficiency of College operations and programs.
11. Institute and promote major fund-raising efforts of the College and authorize the acceptance of gifts for the College.
12. Authorize in accordance with the statutes the incurring of debt by the College for all legal purposes.
1. Any qualified elector residing within the community college district is eligible to be chosen as a member of the Board of Trustees.
2. The Board of Trustees consists of seven (7) persons elected at large for staggered six (6) year terms every two (2) years at the general election, in 3 accordance with Section 14 of the Community College Act of 1966, as amended.
3. The office of a member of the Board of Trustees becomes vacant immediately without declaration of any officer or any acceptance of the Board of Trustees or its members upon the death of an incumbent, or his being adjudicated insane or being found to be mentally incompetent by the proper court; his resignation; his removal from office; his conviction of a felony; his election or appointment being declared void by a competent tribunal; his refusal or neglect to file his acceptance of office or his refusal or neglect to take and subscribe to the constitutional oath of office and deposit the same in the manner and within the time prescribed by law; his ceasing to possess the legal qualifications for holding office, including his residence qualification.
4. A vacancy on the Board of Trustees shall be filled by the remaining members of the Board by majority vote immediately with a qualified elector of the community college district. The appointee shall hold office until the next regular community college election at which time the office shall be filled by the electors for the unexpired portion of the term.
5. No member of the Board of Trustees shall receive any compensation for services rendered the district. Expenses of Board members may be reimbursed as authorized by the Board of Trustees.
6. Nominations for and elections to the Board of Trustees are governed by Sections 152 thru 156 of the Community College Act of 1966, as amended.
1. The organizational meeting of the Board of Trustees shall be held on the first Monday in January following the date of the regular community college election. If the date of an organizational meeting falls on a legal holiday, then the meeting shall be held on the next succeeding Monday.
2. Regular meetings of the Board of Trustees shall be held monthly on the dates and at the times specified by the Board at its organizational meeting.
3. Special Meetings of the Board of Trustees may be called by the Chairman as necessary or by the Secretary, upon request of three (3) members of the Board of Trustees, one of whom may be the Secretary. Action taken at special 4 meetings shall be void unless all members of the Board of Trustees have been given notice of such meeting five (5) days in advance thereof or have waived such notice. No business may be transacted at a special meeting except such as is set forth in the call for the meeting.
4. Emergency Meetings of the Board of Trustees may be called in accordance with the provisions of the Open Meetings Act (Act 167, Public Act 1976; M.C.L.A. 389.11 et. seq.; M.S.A. 4.1800 (11) et. seq.).
5. Notices of all meetings of the Board of Trustees shall be posted in accordance with the Open Meetings Act (Act 267, Public Act 1976; M.C.L.A. 389.111 et. seq.; M.S.A. 4.1800 (11) et. seq.).
6. All meetings of the Board of Trustees shall be held in the posted designated room of the College unless a different place shall be designated by resolution or in the notice of the Special Meeting and shall be open to the public unless the meeting is closed by resolution of the Board of Trustees for reasons set forth in the Open Meetings Act (Act 267, Public Act 1976, M.C.L.A. 389.111 et. seq.; M.S.A. 4.1800 (11) et. seq.). All decisions shall be made at a meeting open to the public.
7. A quorum must be present to conduct the business of the Board of Trustees at any meeting. A majority of the Board of Trustees is a quorum. An act of the Board of Trustees is not valid unless voted at a meeting of the Board by a majority vote of the members elect of the Board. Attendance may be in person or by telephone.
8. A written or printed record shall be kept of the actions taken and votes cast at each regular, special, or emergency meeting of the Board of Trustees. The taking of such minutes shall be done by the Secretary of the Board or his designate and shall be bound and kept in the office of the President of the College and available for public inspection in accordance with the provisions of the Freedom of Information Act (Act 442, P.A. 1976; M.C.L.A. 15.231 et. seq.; M.S.A. 4.1801 (1) et. seq.). A copy of the Minutes of any meeting shall be mailed or delivered to each Trustee at least five (5) days prior to the time of any meeting at which such Minutes are to be approved.
9. Roberts Rules of Order will govern all meetings.
10. a. The Agenda for regular monthly Board of Trustees meetings shall be as follows:
Call to Order Attendance Approval of Agenda Approve Minutes of Previous Meeting Communications Scheduled Public Comment on Agenda Items Financial Report and Statement of Bills President’s Report Committee Reports Old Business New Business Student Success Unscheduled Public Comment Adjournment
b. The Agenda for any Special Meeting shall be as follows: Call to Order Roll Call Statement of Purpose of Meeting Transaction of Business in Accord with Stated Purpose Public Comment Adjournment
c. Communications shall not be read in full to the Board unless requested by a Board member but shall be referred to at the meeting, noted in the minutes, and a copy placed in the minute book following the minutes of the meeting. All communication shall be available prior to the meeting for review by Board members.
d. Roberts Rules of Order shall govern procedures of all meetings which shall be called to order by the chairperson promptly at the appointed hour. Visitors not on the agenda but who wish to speak at any meeting shall identify themselves, indicate the nature of their statements and an estimate of the time required. The Chairperson may limit the time allotted, but a majority vote may overrule such limitations and allow discussion to continue. Such limitation provisions shall apply to both agenda and nonagenda items.
e. Persons speaking under the Public Comment Section of the Agenda may only speak once, and comment may be limited by the Board Chair to up to five minutes per speaker at the discretion of the Chair. Any speaker may put questions to the Board; any questions so put shall be
referred to the appropriate Board Committee or administrative staff person. No speaker shall have the right to question individual Board members, and the length and number of comments are at the discretion of the Board Chair.
f. All segments of the Agenda excepting Public Comment shall be reserved for internal Board members.
1. The officers of the Board of Trustees shall be a chairperson, a vice-chairperson, a secretary, and a treasurer. The chairperson and vice-chairperson must be members of the Board of Trustees, but the Secretary and Treasurer are not required to be members of the Board of Trustees. Officers shall be elected by a majority vote of the Board of Trustees at the organizational meeting of the Board for a term of two (2) years but can be removed by resolution of the Board at any time during their term.
2. The duties of the officers shall be as follows:
a. Chairperson. The chairperson shall, together with the President of the College, prepare agendas for meetings, shall preside at all meetings, shall act as official representative of the Board at College ceremonies, shall appoint all necessary committees and delegates to outside meetings, shall sign all contracts and other legal documents as authorized by the Board on behalf of the College District and shall authenticate by signature, together with the Secretary, all decisions of the Board as reflected by the Board Minutes, policy manuals, letters of appointment, legal documents, and these Bylaws.
b. Vice-Chairperson. The Vice-Chairperson shall act as chairperson in the absence of the Chairperson and, when so acting, shall have the power and authority of the Chairperson.
c. Secretary. The Secretary shall keep minutes and records of all meetings, post all legal documents, handle all Board correspondence, and shall authenticate by signature, together with the Chairperson, all decisions of the Board as reflected in the Board minutes, policy manuals, letters of appointment, legal documents, and these Bylaws.
d. Treasurer. The Treasurer shall receive, hold in custody, and expend all funds as directed by the Board of Trustees and shall secure a suitable 7 bond from a responsible bonding company.
1. Committees of the Board of Trustees shall be standing committees or special committees and shall meet upon call of the committee chairperson as necessary. Standing committees shall be the Finance and Facilities Committee, the Personnel Committee, the Policy and Bylaws Committee, and the Curriculum Committee. The Board of Trustees, upon recommendation of the Chairperson, may by resolution, at any time, create other standing committees. The members of any standing committee and the chairpersons of such committees shall be appointed by the Board Chairperson to serve at the Board Chairperson’s pleasure. Standing committees shall consist of no more than three (3) members of the Board of Trustees. The Chairperson may appoint special committees at any time, which shall be deemed dissolved when their assignment has been completed and accepted by the Board. Standing and special committees shall carry out such responsibilities as shall, from time to time, be assigned by the Board Chairperson, in addition to any functions assigned by these Bylaws.
a. Finance and Facilities Committee. This committee shall review annual operating and capital budgets prepared and presented under the direction of the President and make recommendations with respect thereto to the Board of Trustees. It shall review major financial transactions not provided for in the budget and submit proposed variances with recommendations to the Board of Trustees. It shall periodically appraise the financial control and accounting systems of the College and recommend any changes it deems appropriate. It shall recommend the designation of an independent auditor each year to prepare and present a report on the financial condition of the College to the Board of Trustees. It shall recommend to the Board of Trustees, the investment of all funds of the College. It shall report and recommend on the specifications and requirements on financing the academic programs of the College; recommend salaries concerning the administrative and academic personnel and advise the President and Board of Trustees as to labor negotiations and, in general, do all things affecting the financial aspects, including reviewing any new building plans and/or major renovation plans and maintenance plans.
b. Personnel Committee. This committee shall, in conjunction with the 8 policy of the Bylaws Committee and in cooperation with the President, formulate policies and procedures for evaluating the staff and faculty of the College and shall recommend personnel policies concerning both academic and administrative personnel to the Board of Trustees. The committee shall be responsible for making recommendations regarding employment of both administrative and academic personnel and, in general, do all things affecting the personnel aspects of the College and report and recommend thereon to the Board of Trustees.
c. Bylaws and Policy Committee. The committee shall continually review the Bylaws of the College and recommend such revisions as it may deem necessary or desirable to the Board of Trustees. It shall review all policies of the College and recommend, in cooperation with the President, the adoption of any policies in any area to the Board of Trustees. It shall compile and publish a policy manual for the College and continuously monitor College policies and maintain an updated policy manual at all times.
d. Curriculum Committee. The committee shall, in cooperation with the President, study and appraise the quality of the academic program, measure the program relative to other comparable institutions in terms of teaching load, class size, student-faculty ratios, instructional expenses, research programs, and other relevant factors; formulate desirable short- and long-range enrollment goals, review the curriculum and programs of the College and make such reports and recommendations to the Board of Trustees relative to the foregoing as may be required.
e. Foundation Committee. Three members of the Board of Trustees are represented on the Foundation Committee.
Each Trustee of the College shall be indemnified by it against all expenses actually and necessarily incurred by such Trustee in connection with the defense of any action, suit, or proceeding in which he has been made a party by reason of his being or having been such Trustee, except in relation to matters as to which such Trustee shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful 9 misconduct in the performance of duty.
CONFLICTS OF INTEREST
A Trustee shall be considered to have a conflict of interest if (a) such Trustee has existing or potential financial or other interests which impair or might reasonably appear to impair such member’s independent, unbiased judgment in the discharge of his responsibilities to the College or (b) such Trustee is aware that a member of his family (which for purposes of this paragraph shall be a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the Trustee), or any organization in which such Trustee (or member of his family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. All Trustees shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Trustee shall vote on any matter under consideration at a Board or Committee meeting in which such Trustee has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee having a conflict of interest abstained from voting. Any Trustee who is uncertain whether he has a conflict of interest in any matter may request the Board or Committee to determine whether a conflict of interest exists, and the Board or Committee shall resolve the question by majority vote.
In administering its affairs, the College shall not discriminate against any person on the basis of race, creed, color, national or ethic origin, sex, age, or handicap. In interpreting these Bylaws, all masculine pronouns shall be deemed to refer equally to the feminine gender.
AMENDMENT OF BYLAWS
Amendments to these Bylaws must be presented at least one meeting in advance of the meeting at which they are voted upon. At any regular meeting, after such presentation and notification, these Bylaws may be amended by a majority vote of the members elect.