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By-laws of the Board of Trustees of Kirtland Community College

ARTICLE I – ORGANIZATION AND PURPOSE

Section 1. Organization and corporate identity

The Kirtland Community College district was established by a vote of the constituents of the Crawford, Ogemaw, Oscoda, and Roscommon Intermediate School District, on March 7, 1966, in accordance with provisions of Public Act 331 of 1966 (Chapter 389).  This district shall be known by the name of Kirtland Community College.

Section 2. Purpose

The purpose of this district is to create and operate a community college within and for the counties of Crawford, Ogemaw, Oscoda, and Roscommon, Michigan, along with other adjacent areas incorporated outside this four county district by state statute.

ARTICLE II – GOVERNING BODY

Section 1. Governing body

The governing body of the district shall be the Board of Trustees. Members on the Board of Trustees shall be determined in accordance with the Michigan Act 116 of 1954, as amended.  Any vacancy occurring in the membership of the Board shall be filled by the remaining trustees in accordance with said Act.

Section 2. Number and terms

Seven (7) trustees shall be elected at large from the college district on a nonpartisan basis. Each member shall be elected for a period of six (6) years. Concurrent terms of office may be held by no more than three members. The term of office commences on January 1 following the year the member is elected.

Section 3. Campaign finance report for trustees

Trustee members elected or re-elected to the Kirtland Community College board will be expected to comply with 1976, Public Act 388, the Campaign Finance Act, in regard to the rules and procedures for reporting the financial aspects of managing their election campaigns.

Section 4. Time of election

An election shall be held biennially as provided by law.

Section 5. Oath of office

Each person elected or appointed to the Board of the community college district shall take and subscribe to the following oath or affirmation: “I do solemnly swear (or affirm) that I will support the Constitution of the United States and the Constitution of this state, and that I will faithfully discharge the duties of the office of member of the Board of Trustees according to the best of my ability.”

This oath of office may be administered by any one of the members of the Board of Trustees.

Section 6. Acceptance of office and affidavit of eligibility

All members of the Board of Trustees shall be required to file with the Secretary of the Kirtland Board and the County Clerk of Roscommon County, prior to assuming office, a signed acceptance of office and affidavit of eligibility in the following forms:

  1. “I, ____________________________, duly elected (appointed) member of the Board of Trustees of Kirtland Community College, a community college in the state of Michigan, do hereby affirm that I am an elector residing in the college district, and have so resided for more than thirty (30) days prior to the date of my appointment; and that I have resided in the state of Michigan for more than six (6) months, and am a United States citizen.”
  2. “I accept the office of member of the Board of Trustees of Kirtland Community College and agree to serve it in this position for the period required by statute or until my successor shall qualify.”

Section 7. Vacancy

Whenever a vacancy in the Board of Trustees occurs, the remaining members of the Board, by majority vote, shall fill the vacancy with a qualified elector of the community college district. Any person so appointed shall hold the office until the next regular community college election held for the election of members of the Board of Trustees in the community college district, at which time the electors of the community college district shall fill the office for the unexpired portion of the term.

Section 8. Authority of members

  1. The Board members have the authority only when acting as a member of the Board of Trustees legally in session. No member of the Board of Trustees shall have the power to act in the name of the Board outside of board meetings unless authorized to do so by the Board of Trustees.
  2. A board member may place an item on the agenda by presenting it in writing to the chairperson or Secretary of the Board, 10 days prior to the regular meeting at which it is to be discussed.

Section 9. Compensation: expenses

No duly elected member or officer of the Board of Trustees shall receive any compensation for work rendered in performance of his/her duties as a trustee. Expenses of the Board members that pertain to college business or trustee development may be reimbursed when the expenses are authorized by the Board of Trustees.

Section 10. Conflict of interest

When any purchase of goods and/or services by the college is made from any source which any member of the Board of Trustees is an officer, director, employee, owner or has any other financial interest therewith then that purchase may be noted and voted on separately so that the trustee has the opportunity to abstain from voting on the purchase. The Board of Trustees shall maintain a conflict of interest policy that provides definition and direction for board members in regards to questions of conflict of interest.  Public Act 317, 1968, shall apply if inconsistent with the forgoing.

ARTICLE III – DUTIES AND RESPONSIBILITIES OF THE BOARD

Section 1. Duties

The business and affairs of the community college district shall be managed by the Board of Trustees in accordance with the authority conferred by its statutory charter and in accordance with these by-laws.

Section 2. Responsibilities

The Board of Trustees of Kirtland Community College shall have the power to make plans for, to promote and/or acquire, construct, own, develop, maintain, and operate the college as provided by law. The following concepts are found within the law, but are not necessarily all inclusive:

  1. To establish policies, by-laws, rules and regulations for its own government and for control and government of Kirtland Community College.
  2. To select and appoint a President of Kirtland Community College.
  3. To authorize the President to recommend the employment or dismissal of all contractual and other employees of the college, subject to policies developed by this board which will govern the hiring and dismissal of employees, subject also to any current master personnel contract currently in force and approved by the Board.
  4. To review and pass on financial matters including the annual budget, capital expenditures relative to additional facilities or major repairs, modifications or replacement to established facilities.
  5. To review and pass on the establishment or discontinuance of all curricula.
  6. To perform any and all functions they deem necessary for the effective and efficient operation of the college.

Section 3. Ethics

If the College receives a complaint against a Trustee alleging unethical conduct or other conduct which could be deemed to be detrimental to the mission and goals of the College, the matter shall be referred to the Board’s Ethics Committee, which shall consist of three members.  The Ethics Committee will be selected by the Trustee Chair.  If the complaint is against a member of the Ethics Committee, the member at issue shall not serve on the Ethics Committee as it considers the complaint.  The Ethics Committee shall have discretion to; determine if the complaint describes a violation of board ethics described in the boards Standards of Good Practice, be able to investigate the complaint, including the authority to engage an outside consultant.

The Ethics Committee, at its discretion, shall determine whether to submit the complaint to the full Board of Trustees for consideration which may lead to action including censure, removal from committees, and/or removal from an officer position on the Board.  All meetings to hear complaints or to consider action involving a Trustee shall occur at an open meeting, unless the Trustee that is the subject of the complaint requests a closed session, in accordance with the Open Meeting act.

ARTICLE IV – Changing the by-laws

The by-laws may be altered, amended, or repealed and new by-laws adopted by the Board of Trustees; provided that any such change shall be presented for action at any meeting only after the proposed change has been presented as an agenda item at a prior meeting of the Board or the proposed change has been distributed to all members of the Board at least thirty (30) days in advance of voting on the by-law(s) under discussion; provided further that at any meeting of the Board where all members are present, the Board may, by unanimous consent, vote to suspend the notice requirements.

ARTICLE V – OFFICERS OF THE BOARD

Section 1. Officers

The Board shall elect a chairperson, vice-chairperson, and secretary/treasurer who must be members of the Board of Trustees.

Section 2. The chairperson of the Board

The chairperson of the Board will be responsible for the following:

  1. To preside at all meetings of the Board of Trustees
  2. To call special and emergency meetings when required
  3. To perform all duties prescribed by law or as requested by action of the Board of Trustees
  4. To approve and provide the official recorder of the Board with an agenda for all board meetings.
  5. To be an ex-officio member of all board committees

Section 3. The vice-chairperson of the Board

The vice-chairperson of the Board will be responsible for the following:

  1. To perform the duties of the chairperson in his/her absence
  2. To perform other functions as requested by the Board

Section 4. The secretary/treasurer of the Board

The secretary/treasurer of the Board, or designee, will be responsible for the following:

  1. To insure records are kept of all meetings of the Board of Trustees
  2. To assure that records of the Board of Trustees are available for public inspection
  3. To provide for the posting of all legal notices
  4. To sign legal documents of the Board
  5. To assure that members of the Board are notified of special meetings
  6. To assure that each member of the Board is provided copies of the minutes of the previous meeting, and an agenda for the next scheduled meeting at least (3) to six (6) days prior to the next board meeting date.
  7. To provide for the posting of all legal notices including notices of meetings and special meetings and executive meetings and the availability of the minutes of meetings as required by Michigan law.
  8. To assure that all funds are received, held in custody, and expended as directed by the Board of Trustees
  9. Be bonded consistent with the law and  insurance company requirements
  10. To record belongings to the Board and full and accurate accounts of all receipts and disbursements
  11. To report to the Board all transactions of funds as secretary/treasurer
  12. To sign all vouchers for financial transactions directed by the Board
  13. Serve on the finance committee

Section 5. Official recorder of the Board

The secretary/treasurer of the Board may designate an official recorder who shall be the official custodian of the Board’s records of the college and shall perform all duties required by the Board of Trustees and all duties herein before and herein after provided in these rules and the requirements of state law:

  1. To record, or cause to be recorded, in a book or digital record, provided for that purpose the proceedings of the Board and to index the same, and affix thereto, when necessary, the seal of the college
  2. To attend all public meetings of the college Board of Trustees
  3. To prepare and serve, or cause to be prepared and served on members timely notices of all regular and special and executive meetings of the Board
  4. To be the custodian of the official historical records of the college

Section 6. The staff representative of the secretary/treasurer

The Board shall designate the college’s business manager to help the secretary/treasurer maintain the following responsibilities:

  1. To keep, or cause to be kept, complete records of the financial transactions of the college.
  2. To sign checks.
  3. To report the financial status of the college.
  4. To adopt the use of a facsimile type signature in lieu of manually signing college checks.
  5. To present the secretary/treasurer’s report concerning all income, investments, and expenditures for the previous month, at regular board meetings.
  6. To make a complete report as to the financial condition of the college at the end of each fiscal year together with a statement of any lands in its possession whether held in fee, under lease, or otherwise, and such other duties as prescribed by law.
  7. To each year, after the fixing of the tax rate and the selection of a depository, if the same is to be selected, notify the appropriate officers of the taxing agencies contained in the college district of the manner in which the place where all payments of money appropriated, belonging to or distributed to the Board, and which it is their duty under law to this college, are to be made.

Section 7. Officers – when elected

Officers of the Board shall be elected at the organizational meeting of the Board, during the, regular Board meeting in January, after an even year election. In case of a vacancy in any office, each vacancy shall be filled as soon as it is feasibly possible by electing a successor to the unexpired term of office.

Section 8. Term of office

Each officer of the Board shall be elected for a term of two (2) years, shall assume office immediately upon election, and shall hold this office until a successor shall be elected and qualified.

ARTICLE VI – QUORUM

Section 1.

At all meetings of the Board of Trustees, whether regular or special, a majority of the entire membership of the Board shall constitute a quorum to do business. A majority of the Board of Trustees is a quorum, but no act is valid unless voted at a meeting of the Board by a majority vote of the members elected of the Board and a proper record made of the same. The trustees shall keep a printed or digital record of every regular or special meeting of the Board which shall be open to public inspection.

Section 2.

Individual trustees may participate in meetings by conference call or video conference if the trustee is unable to be physically present at the meeting due to out-of-town travel or disability and electronic communication has been pre-arranged. A majority of the Board must be physically present at the meeting site. If a majority of the Board is not present at the site the meeting will be cancelled for lack of a quorum. The board member, who is attending virtually, must be able to hear all discussions/presentations; have access to all documents and materials; and be able to pose questions and participate fully in the discussions. Persons at the meeting site should be able to hear the virtual member. Video conferencing will not be used for executive or closed door sessions of the Board. The individual board member will be responsible for arranging the technology at their location. The college will provide necessary video conferencing equipment when requested. The college will pay usual and customary internet cost at the member’s off-site location.

ARTICLE VII – MEETINGS

Section 1. Organizational meeting

The Board of Trustees shall hold an organizational meeting, for the purpose of electing officers and committee members, during the regular board meeting in January, on the odd year.

The agenda will include, but not be limited to: administer oath of office; election of officers; establish time and place of meetings; establish official depositories.

Section 2. Regular meetings of the Board

  1. The Board shall meet on a regular basis at times determined by the Board unless cancelled in advance by consent of the Board. Meetings will ordinarily be held at the time, date and place listed below; but they may be held at such other times and places in Michigan as the Board may determine.
  2. Regular meetings of the Board of Trustees shall be held at seven (7) o’clock p.m. on the Kirtland Community College campus, Roscommon, Michigan on the third Thursday of each month. No further notice of such meetings shall be required to be given members of said board.

Section 3. Special meetings of the Board

Special meetings of the Board may be called by the chairperson or any three members thereof by serving on the other members a written notice of the day, time and place of such special meeting. Service of the notice shall be by:

  1. Delivering the notice to the members personally at least forty-eight (48) hours before such a meeting takes place; or
  2. Leaving same at the member’s residence with some person of the household at least forty-eight (48) hours before the meeting shall take place; or
  3. Depositing the same in a government mail receptacle, enclosed in a sealed envelope plainly addressed to such member at his/her last known address at least seventy-two (72) hours before such meeting is to take place, or
  4. Providing a digital message at an agreed upon address, and
  5. Notice of such special meetings of the Board of Trustees shall be posted at least eighteen (18) hours before the meeting in such a manner and in those places as required by Michigan law.

Services as prescribed may be made by a member of the Board, a secretary of the Board, or an employee of the Board.

Section 4. Executive session

Executive sessions may be called for the following purposes:

  1. To consider the dismissal, suspension, or disciplining of, or to hear complaints or charges brought against a public officer, employee, staff member, or individual agent when the named person requests a closed meeting
  2. To consider the dismissal, suspension, or disciplining of a student when the student or the student’s parent or legal guardian requests a closed hearing
  3. For strategy and negotiation sessions regarding collective bargaining
  4. To consider the purchase or lease of real property up to the time an option to purchase or lease of that real property is obtained
  5. To consult with the district’s legal counsel regarding trial or settlement strategy in connection with specific pending litigation when an open meeting would have a detrimental financial effect on the district’s litigating or settlement position
  6. To consider material exempt from discussion or disclosure by state or federal statute.
  7. For any purpose specified in the open meetings act, 1976 Public Act 267, the provisions of which shall take precedence over the foregoing in the event of conflict.

A two-thirds roll call vote shall be required to call a closed session except for sections 4 a., b., and c. as provided under 1976 Public Act #267.

Section 5. Notice of meetings

  1. A regular meeting schedule must be posted. This may be done by posting the schedule of board meetings for the following calendar or fiscal year within ten (10) days after the first meeting of the Board in that calendar or fiscal year. The notice must state the dates, times, and places of the regular meetings. The notice of the first board meeting of the calendar or fiscal year shall also be posted in accordance with the requirements of section 5 of Act #267 of P.A. 1976. If the schedule of regular meetings is changed, the new dates, times, and places of the regular meeting must be posted within three (3) days after the meeting when the change is made.
  2. This notice of meeting shall indicate that the meetings are to be of the Board of Trustees of Kirtland Community College, and shall state the address (10775 N. St. Helen Road, Roscommon, Michigan, 48653) and college telephone number (989-275-5000), of the Board of Trustees. The notice shall be posted near the President’s office.
  3. Where a regular meeting is rescheduled or a special meeting is called, a public notice stating the date, time, and place of the meeting must be posted at least eighteen (18) hours prior to the meeting.
  4. Where the Board recesses a meeting for more than thirty-six (36) hours the meeting may not be reconvened unless above number 3.
  5. The notice must contain the name of the Kirtland Community College Board of Trustees, its telephone number, and its address. The notice must also state where the official minutes of the public body are stored and are available for inspection. Notice for a meeting of the Board must always be posted as in number 2 above, near the President’s office and any other locations considered appropriate by the Board.
  6. Upon written request and payment of a reasonable fee to cover the cost of printing and mailing, the Board shall send to the requesting party a copy of the notice. A newspaper, radio, and television station may receive mailed copies of the notice free of charge.

Section 6. Minutes of meetings

  1. Minutes shall be kept of each meeting, whether such meeting is open or closed. These minutes shall contain at least the following information: date, time, place, members present, members absent, decisions made at the open meeting, the purposes for which a closed meeting was called, and all roll call votes taken at the meeting.
  2. The minutes of the open meeting of the Board are public record open to public inspection and shall be available for physical inspection at the address designated on the posted public notice or on the college web site.  Physical copies of up to three meetings will be available to the public free of charge.  Additional copies will be charged at the copying cost.
  3. Minutes of open meetings, not yet approved by the Board of trustees, shall be available in the college president’s office within eight (8) business days after the meeting to which the minutes refer. Approved minutes shall be available for public inspection within five (5) business days after the meeting at which the minutes are approved by the Board.
  4. A separate set of minutes for executive sessions shall be retained, shall not be available to the public, and shall only be disclosed if required by a civil action filed under section 10, 11 or 13 of Act #267 of P.A. 1976. These minutes may be destroyed one (1) year and one (1) day after approval of the minutes of the regular meeting at which the closed session was approved.

Section 7. Meetings open to the public

1. All meetings of the Board of Trustees constituting a quorum of its members will be open to the public except those permitted to be closed under Michigan law.  A person or persons causing a breach of the peace may be excluded from the meeting.

2. Citizens of the college district, college employees or students may appear before the Board of Trustees. They may speak at any regular or duly called special meeting of the Board of Trustees. Those desiring to speak on any item on the agenda may do so subject to the following rules:

  1. The guest must register with the official recorder of the Board, giving his/her name, permanent address, and agenda item to be addressed.
  2. The guest must be recognized by the presiding officer at the point on the agenda entitled “public comments from the audience.”
  3. The guest must restrict his/her remarks to the time allocated by the presiding officer.
  4. The guest must observe decorum which enhances the dignity of the meeting.
  5. The guest must confine his/her remarks to the agenda item unless the procedures outlined in the following paragraph have been complied with.
  6. A person desiring to appear before the Board of Trustees on a subject not on the agenda must give a request in writing to the chairperson, official recorder of the Board, or the college president, by five (5) o’clock p.m. on the day preceding a scheduled meeting of the Board. The request must state the subject the person wishes to speak on as well as an outline of the subject matter to be presented. It is the policy of the Board of Trustees to hear all persons who have a presentation to make which is germane to the operation of the college and which falls within the legal responsibility of the Board of Trustees. The guest must restrict his/her remarks to the time allocated by the presiding officer.

ARTICLE VIII – COMMITTEES

The Board of Trustees may establish committees to study and make reports as required.

ARTICLE IX – AGENDA, ORDER OF BUSINESS

Section 1.

The chairperson, upon taking the chair, shall call the members of the Board to order on the appearance of a quorum. The agenda, unless modified by the Board during a regular meeting, shall include the following items; call to order with a welcome and introduction of guests, approval of minutes of previous meetings, public comment(s) from the audience, presidents report with informational items, committee reports from board members, board member open discussion, business requiring board action, and announcements of interest to board members.

Section 2. Voting

The vote of each trustee may be taken by voice vote, show of hands, roll call vote, or written ballot so long as the public record made of the meeting reflects the vote cast. Votes on all matters coming before the Board or any of its committees may be taken by the chairperson and recorded by the recording officer of the Board.

ARTICLE X – RULES OF ORDER

Section 1. Rules of order

All business of the Board shall be conducted in accordance with Robert’s Rules of Order, newly revised as modified by the rules and regulations of the Board. Each trustee shall be made available a copy of the same.

ARTICLE XI – ADMINISTRATION

Section 1.

The Board of Trustees shall:

  1. Contract with, appoint, and employ an executive officer. His/her title shall be President of Kirtland Community College. S/he shall be directly responsible to the Board of Trustees and shall devise ways and means for executing efficiently the policies adopted by the Board and shall keep the Board informed of progress.
  2. Delegate to the president of the college the Board’s authority to:
    1. select and employ personnel of the college
    2. pay claims and demands against the college
    3. purchase, lease, or otherwise acquire personal property for the college
    4. invest college funds
    5. accept contributions, capital grants, gifts, donations, services, or other financial assistance from any public or private entity
  3. Evaluate the president biennially

Section 2.

The Board of Trustees shall adopt written policies governing the employment of all personnel. Such policies shall be recommended by the President and shall include appropriate classification of personnel, terms of employment, and compensation schedules. The President shall keep the Board fully advised as to the need or desirability of any changes in these policies.

ARTICLE XII – FISCAL AFFAIRS

Section 1. Transaction of business

No business shall be transacted except at a regularly constituted meeting of the Board at which a quorum is present. Individual members of the Board of Trustees shall have no power to act for the Board in any other matter except as specifically authorized by official action of the Board as recorded in its minutes.

Section 2. Fiscal affairs

The fiscal year of the district shall be from July 1 to June 30, inclusive.

Section 3. Annual budget estimate

The Board shall cause to be prepared on or before the third Monday of April of each year an estimate of the amount of revenues deemed available for the ensuing year. After each ensuing year, a preliminary budget shall be approved, prior to July 1st.

Section 4. Accounting procedures and reports

The administration shall be charged with the responsibility of following accepted accounting procedures as established by the Michigan Department of Education and the administration shall provide the Board with such interim fiscal reports as the Board, from time to time, may require.

Section 5. Audits

The Board shall designate a certified public accountant(s) to serve at the pleasure of the Board. All accounts of the district shall be audited once each year, and at such other times as the Board may determine. A full copy of the audit shall be filed with designated state agencies, as required and another copy shall be made available at the principle business office of the college for public examination. Copies shall also be made available to any other agency which may need information on the financial status of the college.

Section 6. Depositories

The Board will designate official depositories biennially for the general fund, building and site, debt retirement, payroll, student activities, and other accounts, as required.

ARTICLE XIII – LEGAL COUNSEL

Section 1.

The Board’s legal counsel shall be present at regular and special meetings of the Board where legal advice is needed.

  1. Counsel shall furnish written opinions to the Board on all matters which are referred to him/her for opinion.
  2. Counsel shall act on behalf of the Board of Trustees in all court proceedings and perform any other duties as required.

ARTICLE XIV – REVIEW OF THE BOARD BY-LAWS

Section 1.

The Board of Trustees shall review these by-laws at least biennially and review and update as required.

I certify that the foregoing by-laws were duly adopted by the Board of Trustees of
the Kirtland Community College district on August 11, 1983

George R. Frye, Secretary/Treasurer,

Revised by board action April 8, 1999
Revised by board action September 18, 2003
Revised by board action March 11, 2004
Revised by board action March 17, 2005
Revised by board action September 21, 2006
Revised by board action August 21, 2008
Revised by board action February 16, 2012
Revised by board action June 13, 2013