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

ARTICLE I – ORGANIZATION AND PURPOSE

Section 1. Organization and Identity

The Kirtland Community College district was established by a vote of the constituents of the Crawford, Fairview, Mio, Ogemaw, Oscoda, and Roscommon Intermediate School Districts, on March 7, 1966, in accordance with provisions of Public Act 188 of 1995 (MCL 390.871 to 390.883) and Public Act 331 of 1966 (Chapter 389) as amended, and is now governed under the provisions of the Michigan Community College Act of 1966, as amended. This district shall be known by the name of Kirtland Community College.

Section 2. Purpose of the Bylaws

These bylaws are the primary governing document for the Board and define how it functions.

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 elected in accordance with the Michigan election law, Public Act 116 of 1954, as amended.

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 shall comply with Public Act 388 of 1976 as amended, and 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 Board of Trustees of Kirtland Community College according to the best of my ability.”

This oath of office may be administered by a notary public, judge, local clerk, or other qualified person.

Section 6. Acceptance of Office and Affidavit of Eligibility

Within five (5) business days of election certification, 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 as required by the Roscommon County Clerk.

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 in accordance with the Michigan Community College Act of 1966, as amended, and the Michigan Election laws.

Any person so appointed shall hold the office until the next regular community college 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 has the authority to govern the college, only when the Board is 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 single board member may place an item on the agenda by presenting it in writing to the trustee chairperson or Secretary of the Board, ten days prior to the regular meeting at which it is to be discussed. Items may also be added or subtracted from the agenda during a board meeting with majority action.

Section 9. Compensation: Expenses

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

Section 10. Conflict of Interest

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 foregoing.

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 bylaws.

Section 2. Responsibilities

The Board of Trustees of Kirtland Community College shall have the power to make plans for, promote, acquire, construct, 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, bylaws, rules, and regulations for its own governance and for control and governance 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 vote on financial matters, including the annual budget, issuance of borrowings for operating and capital purposes, and capital expenditures relative to additional facilities or major repairs, modifications, or replacement to established facilities.
5. To review and vote 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.
7. To provide feedback from the public and advise the President.

Section 3. Ethics and Board Conduct

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. The Ethics Committee shall have the authority to determine if the complaint describes a violation of board ethics as outlined in the Board’s Standards of Good Practice and Board or Trustee Member’s Ethical Code policies. The Ethics Committee shall investigate the complaint and maintain the authority to engage with an outside consultant.

The Ethics Committee shall consist of three members and will be selected by the Trustee Chairperson. 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, and the Trustee Chairperson shall appoint an alternate member to serve for consideration of the complaint. If the complaint is against the Trustee Chairperson, the Vice-Chairperson shall assume the responsibility of appointing the Ethics Committee.

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 Bylaws

The bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Trustees provided that any such change shall be presented for action at a 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 such presentation for action, further, that at any meeting of the Board, where a quorum is 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 approve and provide the official recorder of the Board with an agenda for all board meetings.
4. To be an ex-officio member of all board committees.
5. To perform all duties prescribed by law or as requested by the action of the Board of Trustees

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 their 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 ensure records are kept of all meetings of the Board of Trustees.
2. To ensure that records of the Board of Trustees are available for public inspection.
3. To sign legal documents of the Board.
4. To ensure that members of the Board are notified of special meetings.
5. To ensure 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 three (3) to six (6) days prior to the next board meeting date.
6. 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.
7. To ensure that all funds are received, held in custody, and expended as directed by the Board of Trustees.
8. To record belongings to the Board and full and accurate accounts of all receipts and disbursements.
9. To report to the Board all transactions of funds as secretary/treasurer.
10. To sign vouchers for financial transactions directed by the Board.
11. To 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 hereinbefore and hereinafter 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 member’s, 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 hereby designates the college’s chief financial officer 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 at scheduled Finance 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 – Election

Officers of the Board shall be elected by the sitting board members at the organizational meeting of the Board, during the first regular Board meeting of the year, after an even-year election. In case of a vacancy in any office, each vacancy shall be filled at the next board meeting following the vacancy 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. If a majority of the Board is not present at the site, the meeting will be canceled for lack of a quorum. While a quorum is established by the presence of the majority, no act is valid unless voted upon by a majority vote of the members-elect of the Board and a proper record is made of the vote.

Section 2.

A majority of the Board must be physically present at the meeting site. Exceptions might be made to accommodate the absence of a board member due to active military duty or as a reasonable accommodation for a qualified disability in compliance with the Americans with Disabilities Act.

The board member authorized to attend virtually must be able to hear all discussions/presentations, be heard by the other board members, have access to all documents and materials, and be able to pose questions and participate fully in the discussions. The individual board member will be responsible for arranging the technology at their location. The college will provide the necessary video conferencing equipment when requested.

Video conferencing will not be used for closed sessions of the Board

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 first regular board meeting, on the odd year.

The agenda may include, but not be limited to: administer the oath of office, the 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 canceled in advance by consent of the Board. Meetings will ordinarily be held at the time, date, and place established at the organizational meeting, but they may be held at such other times and places in Michigan as determined by the Board in compliance with the Open Meetings Act, Public Act 267 of 1976. (OMA)

Section 3. Special Meetings of the Board

Special meetings of the Board may be called by the trustee chairperson or any three members thereof by serving on the other members written notice of the day, time, and place of such special meeting. Service of the notice, as prescribed, may be made by a member of the Board, a secretary of the Board, or an employee of the Board and 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, at least 48 hours before such meeting takes place; and
5. Notice of such special meetings of the Board of Trustees shall be posted at the main entrance of the Grayling campus and on the college website at least eighteen (18) hours before the meeting.

Section 4. Closed Session

Closed 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 or to consider a periodic personnel evaluation of, a public officer, employee, staff member, or individual agent if the named individual requests a closed hearing.
2. To consider the dismissal, suspension, or disciplining of a student if the student or the student’s parent or legal guardian requests a closed hearing.
3. For strategy and negotiation sessions connected with the negotiation of a collective bargaining agreement if either negotiating party requests a closed hearing.
4. To consider the purchase or lease of real property up to the time an option to purchase or lease that real property is obtained.
5. To consult with its legal counsel regarding trial or settlement strategy in connection with specific pending litigation, but only if an open meeting would have a detrimental financial effect on the litigation or settlement position of the public body.
6. To consider material exempt from discussion or disclosure by state or federal statute.
7. For any purpose specified in the OMA, the provisions of which shall take precedence over the foregoing in the event of conflict.

A two-thirds roll call vote of members elected or appointed and serving isrequired to call a closed session, except for closed sessions permitted under sections (1), (2), and (3) above, as well as any other exception as provided under Michigan Public Act 267 of 1976.

The roll call vote and purpose or purposes for calling the closed session shall be entered into the minutes of the meeting at which the vote is taken.

Section 5. Notice of Meetings

1. A regular meeting schedule must be posted 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 the OMA as amended (https://www.legislature.mi.gov/documents/mcl/pdf/mcl-act-267-of-1976.pdf). If the schedule of regular meetings is changed, the new dates, times, and places of the regular meeting must be posted within three (3) calendar days after the meeting when the change is made.
2. A notice of the meeting shall indicate that the meetings are to be of the Board of Trustees of Kirtland Community College, and shall state the address (4800 W. 4 Mile Road, Grayling, Michigan 49738) and college telephone number (989-275- 5000), of the Board of Trustees. The notice shall be posted near the college President’s office.
3. If 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. If the Board recesses a meeting for more than thirty-six (36) hours, the meeting may not be reconvened unless above number 3 is satisfied.
5. A rescheduled, regular, or special meeting notice must contain the name of the Kirtland Community College Board of Trustees, its telephone number, and its address. 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.

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, the person requesting the session if it is closed, members absent, decisions made at the open meeting, the purposes for which a closed meeting was called, and all votes taken at the meeting.
2. Minutes are public records open to public inspection, and a public body shall make the minutes available at the address designated on posted public notices. The public body shall make copies of the minutes available to the public at the reasonable estimated cost for printing and copying. Proposed minutes shall be made available for public inspection within 8 business days after the meeting to which the minutes refer. The public body shall make approved minutes available for public inspection within 5 business days after the meeting at which the minutes are approved by the public body.
3. A separate set of minutes for closed 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 the OMA, as amended. These minutes may be destroyed one (1) year and one (1) day after approval of the minutes of the meeting at which the closed session was approved.

Section 7. Meetings Open to the Public

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 at a meeting of the Board of Trustees may be excluded from the meeting.

A member of the public may appear before the Board of Trustees. They may speak during the designated public comment period at any regular or duly called special meeting of the Board of Trustees. Those desiring to speak 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 3 minutes or the time allocated by the presiding officer.
4. The guest must observe decorum which enhances the dignity of the meeting.

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 Trustee 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 but may not be limited to 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, President’s 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 specific vote cast. Votes on all matters coming before the Board or any of its committees may be taken by the trustee chairperson, or their designee, 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 general accordance with a modified version of Robert’s Rules of Order, except as otherwise required by the rules and regulations of the Board.

ARTICLE XI – ADMINISTRATION

Section 1.

The Board of Trustees shall:

1. Contract with, appoint, and employ an executive officer. Their title shall be President of Kirtland Community College. They 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 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 on behalf of the college
3. Evaluate the President biennially.

Section 2.

The Board of Trustees shall adopt written policies governing operation of the college. Such policies shall be recommended by the President. 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 duly called 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 April Board Meeting 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 l.

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 one or more 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 principal 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 requested.

1. Counsel shall furnish written opinions to the Board on all matters which are referred for their 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 BYLAWS

Section 1.

The Board of Trustees shall regularly review these bylaws and update them as required.

I certify that the foregoing bylaws 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
Revised by board action, 1st presented by Committee Chair, Roy Spangler, April 12, 2020
Revised by board action May 21, 2020
Revised by board action June 19, 2025