Article I Bylaws

ARTICLE I.        BYLAWS

A.                    GENERAL.

Section 1.        Name and Legal Status.

The legal name of the school district is Berrien Regional Education Service Agency (“the District”).  The District is a Michigan general powers school district as provided in the Michigan Revised School Code (“RSC”), MCL §380.1, et seq.

Section 2.        Authority.

The District is governed by the Board of Education (“the Board”).  The Board shall have all powers and authority granted to districts by the RSC, state law generally, and, where applicable, federal law. 

Section 3.        Bylaws.

These bylaws set forth the internal rules which govern the operations and business of the Board.  To the extent these bylaws may be inconsistent with applicable federal and state law, the applicable federal or state law shall govern.

Section 4.        Board Policies.

In addition to these bylaws, the Board shall adopt policies to govern the administration of the District.    

Section 5.        Amendment of Bylaws or Policies.

The Board may amend these bylaws or the policies of the Board by a majority vote.  Any such amendment shall take effect on the date specified by the Board, but not sooner than the next regular meeting of the Board.

Section 6.        Suspension of Bylaws or Policies.

Bylaws or policies may be suspended during a Board meeting by a two-thirds vote of the Board members present at such meeting.  Unless amended by the Board, the suspended bylaw or policy shall resume full force and effect upon the adjournment of the Board meeting at which the suspension occurs.

Section 7.        Superintendent.

The Board shall at all times employ a Superintendent in conformity with the RSC.  The Superintendent shall enforce Board policies, as well as applicable state and federal law, within the District.  The Superintendent shall, as necessary, adopt administrative guidelines for the implementation of Board policies.  Administrative guidelines do not require formal approval by the Board, but shall be provided to the Board at the time or before they become effective.  In cases in which the Board has not adopted policies, the Superintendent may act, and shall thereafter notify the Board of such action.  References in these bylaws and the Board policies to “the Superintendent” shall also mean the Superintendent’s designee except if action solely by the Superintendent is expressly required.   

B.        ORGANIZATION OF THE BOARD.   

Section 1.        Composition of the Board.

Unless the Board decides to provide for popular elections, members of the Board shall be elected biennially on the first Monday in June by the boards of the constituent school districts in a manner consistent with State law.

The members of the RESA Board shall be elected biennially on the first Monday in June by an electoral body composed of one (1) person designated by the board of each constituent school district unless the Board opts for popular election.

In accordance with State law, the board of a constituent district shall designate its representative to this electoral body by resolution adopted not earlier than twenty-one (21) days before the date of this biennial election.

The secretary of the RESA Board shall send a notice by certified mail of the hours and place of the meeting of the electoral body to the secretary of the board of each constituent school district at least ten (10) days before the meeting. The President and Secretary of the RESA Board shall act as chairperson and secretary at the meeting. The meeting of the electoral body shall be an open meeting conducted in the manner prescribed under the open meetings act.

The school district filing official shall provide ballots for the biennial election, listing on the ballots the names of all candidates properly nominated. The chairperson of the biennial election meeting may accept nominations for a vacancy from the floor only if no nominating petitions have been filed for the vacancy.

Section 2.        Term of Office.

Board members are elected for six-year terms. Terms of elected Board members shall commence on July 1 of the year following their election. 

Section 3.        Board Vacancies.

If a Board position becomes vacant, the Board shall appoint a qualified person to fill the position within 30 days after the vacancy occurs.  The appointee shall hold office until the next regular school election.  Board positions may become vacant for any of the reasons provided by Michigan law.  Resignations of Board members are effective without acceptance or approval by the Board.

Section 4.        Acceptance and Oath of Office.

Elected, re-elected or appointed Board members shall file an acceptance of office and affidavit of eligibility as required by state law, and, before taking office, shall take the oath of office required by Article XI, Section 1 of the Michigan Constitution of 1963.

Section 5.        Board Officers.

Members of the Board shall elect by majority vote a President, Vice-President, Secretary and Treasurer at the Board’s annual organizational meeting.  Officers shall hold office for one year, or until their successors are elected and take office.  Officers are eligible for re-election to their offices. 

Section 6.        Vacancies in Board Offices.

A Board office shall become vacant if the holder of the office ceases to be a Board member, resigns from the Board office, or is removed from the Board office by a majority vote of the Board.  A vacancy in a Board office shall be filled by a majority vote of the Board.

Section 7.        Compensation and Reimbursement.

Board members shall receive (choose one)

            ____    no compensation

            ____    compensation of ____ per annum

            __X__ compensation of __$30__ per Board meeting up to a total of 52 meetings (including Committee meetings).

            ____    compensation of _____________ (specify).

Board members shall be reimbursed for actual and necessary expenses incurred in the discharge of their official duties.  Board members will not be reimbursed for entertainment expenses, or for the purchase of alcoholic beverages.  The Board will ordinarily not approve expenditures of District funds for members to attend meetings outside Michigan, and any such attendance must first be approved in advance by the Board.  The Board may establish policies for the reimbursement of expenses of Board members.

Section 8.        Committees.

The Board may create standing or ad hoc committees to gather information for and make recommendations to the Board.  The President shall appoint the members of committees.  No committee may consist of more than two Board members. 

C.        FUNCTIONING OF THE BOARD.

Section 1.        Duties of Board Officers.

A.        President.       

The Board President shall preside at all meetings of the Board, and shall conduct meetings in the manner prescribed by these bylaws and state law.  The President is the official spokesperson for the Board.  The President, in cooperation with the Superintendent, shall prepare agendas for Board meetings.  In the absence of the Secretary at a meeting of the Board, the President shall appoint an Acting Secretary, who shall sign the minutes of that meeting.  The President shall perform such other duties as authorized by the Board, or as otherwise required by law and appropriate to the office.  The President may consult with the Superintendent and/or legal counsel prior to bringing an issue before the Board.

B.        Vice-President.          

The Vice-President shall preside at Board meetings when the President is not in attendance, and shall have the duties and responsibilities of the President in the absence of the President.  The Vice-President shall perform such other duties as authorized by the Board. 

C.        Secretary.

The Secretary shall take and keep the minutes of meetings of the Board in conformity with the Open Meetings Act and other state law, and shall perform all other duties as may be authorized by the Board.           

D.        Treasurer.       

The Treasurer, working with the Superintendent or other District staff designated by the Superintendent, shall perform such duties as may be authorized by the Board or state law. 

Section 2.        Duties and Role of Individual Board Members.

The Board acts as a whole, and only at properly convened and noticed Board meetings. Individual Board members do not possess the powers that reside in the Board, and may not act or purport to act for the Board unless the Board has specifically delegated the authority of an individual member to act.  Individual members of the Board may not speak for the Board.  A Board member who speaks to or otherwise communicates with the media, the public or other officials on District matters shall make clear to the audience that the Board member is expressing only that Board member’s views, and that those views do not necessarily reflect the views of the Board as a whole or any other Board member. 

Section 3.        Confidentiality.

Board members will on occasion receive information that is not available to the general public, including information about students or employees, information subject to the attorney-client or another privilege, and information disseminated during a closed session of the Board.  An individual Board member shall not disclose or share confidential information without the authorization of the Board or as may be required by law.

Section 4.        Board Ethics.

The Board by majority vote shall prescribe a Code of Ethics applicable to the conduct of individual Board members, and each Board member shall be asked to acknowledge and sign the Code of Ethics at the commencement of his or her term.

Section 5.        Conflict of Interest.

Board members shall perform their official duties in a manner free from conflict of interest, and shall refrain from actions that create the appearance of a conflict of interest prohibited by law.  Board members shall familiarize themselves with and at all times comply with the requirements and prohibitions of state law relative to conflicts of interest.  The Board by policy may prohibit the hiring by the District of immediate family or other relatives of Board members during their terms on the Board.

Section 6.       Indemnification.

The District shall indemnify the Board and individual Board members to the fullest extent permitted by law.  The District will purchase and maintain in effect insurance policies for the indemnification and defense of the Board and individual Board members.

Section 7.        Professional and Consulting Services.

The Board shall employ an independent auditor to examine the books and records of the District, to render an opinion on the financial statements of the District prepared at the close of the fiscal year, and to perform such other services as may be requested by the Board.  The Board may appoint qualified individuals or firms to provide legal, architectural, insurance and other professional services for the District, and may appoint other consultants as it deems appropriate.

Section 8.        Discipline of Board Members.

By majority vote, the Board may censure a Board member for violating these bylaws, the policies of the Board, or state or federal law, or otherwise acting in a manner inconsistent with the duties and responsibilities of a Board member.  By majority vote, the Board may petition the Governor to remove a Board member from office in accordance with MCL §380.1107.

D.        MEETINGS OF THE BOARD.

Section 1.        Organizational Meeting.

The Board shall conduct an organizational meeting annually during the month of July.  During the annual organizational meeting, the Board shall elect its officers for the coming year, shall establish a schedule of regular Board meetings for the coming year, and may conduct any other business it elects to address.

Section 2.        Regular Meetings.

Regular meetings of the Board shall be held in accordance with the schedule established by the Board at its organizational meeting.  The schedule of regular meetings may be amended by the Board.

Section 3.        Special Meetings.

Special meetings of the Board may be called by the President, or by any two members of the Board, upon not less than 24 hours’ notice to each Board member.  Notice to Board members of a special meeting may be provided by personally delivering a notice to the Board member, by delivering the notice to the Board member’s household and leaving it with a responsible member of the household, or by sending the notice to the Board member on his or her District-provided email account.

Section 4.        Emergency Meetings.

In the event of a severe and imminent threat to the health, safety or welfare of the District, its students or employees, the Board President may call an emergency meeting, and the Board may meet and take action without complying with public notice requirements, provided that two-thirds of the members of the Board determine that delay would detrimentally affect the ability of the Board to respond to the threat.  Actual notice to all Board members of an emergency meeting shall be attempted, but is not required.

Section 5.        Meetings Open to the Public.

All meetings of the Board in which a quorum is present for the purpose of deliberating toward or rendering a decision on public policy shall be open to the public. 

Section 6.        Open Meetings Act.

 

Meetings of the Board are subject to and shall comply with applicable provisions of Michigan’s Open Meetings Act (“OMA”), MCL §15.261, et seq.  Depending upon its function, a Board committee may be a public body whose meetings are subject to the OMA.\

Section 7.        Public Notice of Meetings.

Public notice of Board organizational, regular and special meetings shall be given as provided in OMA.

Section 8.        Closed Sessions of the Board.

In accordance with the Open Meetings Act, the Board may meet in closed session for the following purposes upon the affirmative vote, on a roll call vote, of a majority of the Board members voting:

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 Board member, employee, staff member or individual agent of the District, if such person requests a closed hearing.

2.         To consider the dismissal, suspension, or disciplining of a student, if the student or the student’s parent or 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 session.

In accordance with the Open Meeting Act, the Board may meet in closed session for the following purposes upon the affirmative vote, on a roll call vote, of not less than two-thirds of the members of the Board then elected or appointed and serving (i.e., not less than five members of the Board if all seven Board positions are then filled):

1.         To consider the purchase or lease of real property, up to the time an option to purchase or lease that property has been obtained.

2.         To consult with its attorney(s) 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 Board.

3.         To consider the specific contents of an application for employment or appointment if the candidate requests that the application remain confidential.  Interviews of candidates must take place in open session. 

4.         To consider material exempt from disclosure or discussion by state or federal statute (including, without limitation, written opinions of legal counsel). 

5.         To consider security planning to address existing threats or prevent potential threats to the safety of the students and staff. 

Section 9.        Minutes of Meetings. 

A.        Open Meetings:           Minutes of open meetings of the Board shall be kept, made available and approved as provided by OMA.  Minutes shall, at a minimum, include the date, time and place of the meeting; Board members present and absent; decisions made by the Board; roll call votes; a record of other votes; the purpose(s) of a closed session; and corrections to the minutes of a previous meeting.

B.        Closed Sessions:          A separate set of minutes of a closed session shall be maintained.  Closed session minutes shall be provided to Board members confidentially, shall be retained by the Secretary or the Superintendent, and may be destroyed one year and one day after their approval of the Board.     

C.        Committee Meetings:              Minutes of meetings of committees whose function renders them subject to OMA shall be kept, made available and approved in the same manner as for open meetings of the Board.

Section 10.      Meeting Procedures.

A.        Location.         All meetings of the Board or Board Committees shall be held in District facilities.

B.        Agenda.          The President, in consultation with the Superintendent, shall prepare and publish a written agenda prior to each regular meeting and each special meeting unless otherwise directed by the Board.  Individual Board members may include items on the agenda upon the concurrence of the President.  The Board shall adopt or amend the agenda at the start of the meeting.

C.        Quorum.          A majority of the serving members of the Board shall constitute a quorum.  A meeting of the Board may not be called to order in the absence of a quorum.

D.        Remote Participation.            

(1)        If a member of the Board is required to miss one or more meetings due to military duty, the Board shall make arrangements, if feasible, to allow such member to participate by conference telephone connection or other electronic voice communication that allows persons participating in the meeting to communicate with each other and persons attending the meeting to hear the comments, including the votes, of the member attending remotely.  The notice of a Board meeting at which a member will be participating remotely due to military duty shall include notice of such member’s remote participation and shall provide information about how to contact that member sufficiently in advance of a meeting to provide input on any business that may come before the Board.

(2)        Pursuant to state law, between March 31, 2001 and December 31, 2021, a Board member may participate remotely in a Board meeting under the procedures identified in the paragraph above in the following additional instances:

a.     When the Board member is unable to attend the meeting due to a medical condition, including any illness, disease, disability or other health-related condition; or

b.    When the member is unable to attend the meeting, or the Board is unable to meet in public, due to a statewide or local state of emergency or disaster called by the governor or a local official, governing body, or chief administrative officer, that would risk the health or safety of members of the public or Board if the member were to attend or the Board were to meet in person.

(3)        After December 31, 2021, and absent a change in state law, remote Board meetings shall not be permitted, and remote participation will be permitted only for the reason identified in subsection (1).

E.         Procedure for Board Action.              The Board shall take action by way of motions duly offered and approved.  No motion shall be acted upon until it has been supported by a second member of the Board. 

F.         Voting.            The vote on motions shall be “yes” or “no,” and will be taken by voice vote or, if required by law or requested by a Board member, by roll call vote.  Unless otherwise required by law or these bylaws, the affirmative vote of a majority of the serving Board members is required to exercise the Board’s authority.  Following the vote, the President shall announce that the motion either passed or failed, and, if not a unanimous vote, shall announce the number voting “yes” and the number voting “no.”  No Board member shall abstain from a vote of the Board absent an identified conflict of interest. 

G.        Public Attendance at Board Meetings.           Any member of the public may attend an open Board meeting.  A person shall not be excluded from an open meeting except for a breach of the peace committed at the meeting.  Closed  sessions of the Board may be attended by members of the Board and any necessary resource persons, such as administrators or legal counsel, designated by the Board.  Members of the public may not attend closed sessions unless specifically authorized by the Board. 

H.        Public Participation at Open Board Meetings.           Members of the public may address the Board at open meetings, subject to guidelines to be published by the Board.

I.          Rules of Order.           To the extent not addressed by these bylaws or the Board’s policies, issues of procedure shall be governed by the current edition of Robert’s Rules of Order.  The President, or Vice-President in the absence of the President, shall decide all procedural issues, but may be overruled by majority vote of the Board.     

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