Board Policy A-100.00
Board of Trustees Process

Board of Trustees Bylaws

1. Meetings.
   1. Place of Meetings. Any or all meetings of the Board of Trustees shall be held at Northwestern Michigan College unless otherwise designated by the Board of Trustees.
   2. Open and Closed Meetings. All meetings—annual, regular, special, emergency—shall be open to the public with the exception of those items exempt from public discussion or disclosure by state or federal statute. A 2/3 roll call vote of members elected or appointed and serving is required to call a closed session, except for closed sessions permitted under section 8(a), (b), (c), (g), (i), and (j) of the Open Meetings Act, MCL 15.267. Upon completion of business in the closed session, the Board will adjourn into public session.
   3. Annual Meeting.
      1. Date and purpose. The annual meeting of the Board of Trustees shall be held each year on the first meeting date in January, one of the purposes of which shall be the election of the officers.
      2. Notice of annual meeting. At least seven (7) days prior to the date fixed by Section 1.c.i. of these Bylaws for the holding of the annual meeting of the Trustees, written notice of the time, place and purposes of such meeting shall be delivered, as hereinafter provided, to each Trustee entitled to vote at such meeting.
      3. Delayed Annual Meeting. If, for any reason, the annual meeting of the Board of Trustees shall not be held on the day hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be conducted thereat as at an annual meeting, provided that the notice of such meeting be not less than a seven-day notice.
      4. Order of Business. The order of business at the annual meeting of the Board of Trustees shall be as follows:
         1. roll call
         2. reading notice and proof of mailing
         3. approval of minutes of preceding annual meeting
         4. report of Secretary
         5. report of Treasurer
         6. election of officers
         7. transaction of other agenda items
         8. adjournment
         provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.
   4. Regular Meetings. Regular meetings of the Board of Trustees shall be held not less frequently than one in each month at such time and place as the Board of Trustees shall determine. No monthly notice of regular meetings of the Board shall be required. Regular meeting dates for the year must be publicly posted within ten (10) days after the annual January meeting for the following twelve (12) months stating the time and place of meetings. If the schedule of regular meetings is changed, the new dates, times and places must be posted within three (3) days after the meeting at which the change is made.
      If a regular meeting is rescheduled, a public notice stating the rescheduled date, time, and place of the meeting must be posted at least eighteen (18) hours prior to the meeting and must be accessible to the public for the full notice period.
   5. Special Meetings and Committee Meetings. A special meeting of the Board of Trustees or Committee Meeting may be called at any time by the Chairperson of the Board of Trustees, Chairman of the convening Committee or by a majority of the Board of Trustees. The Chief of Staff to the President and Board of Trustees shall prepare and forward to each trustee electronic or written notice of the time, place and purpose of such special meeting not less than eighteen (18) hours before the meeting. Such notice may be signed by stamped, typewritten, or printed signature of the Chief of Staff to the President and Board of Trustees. The requirement of 18 hours advanced notice does not apply to special meetings of subcommittees.
      When 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.
   6. Emergency Meetings. The Board of Trustees may meet in emergency session without complying with the notice requirements when it is necessary to deal with a severe and imminent threat to the health, safety, or welfare of the public when 2/3 majority of members elected and serving of the Board members decide that delay would be detrimental to efforts to lessen or respond to the threat.
   7. Board Notice
      Notice for regular meetings of the Board is considered served by Board setting the time and place of regular meetings at the Board of Trustees' Annual Meeting.
      Notice for all special meetings and committee meetings shall be prepared and sent to each trustee electronically by the Chief of Staff to the President and Board of Trustees, indicating the time, place and purpose of such meetings, not less than eighteen (18) hours before the meeting.
   8. Public Notices of Meetings.
      Public notices must contain:
      
      1. "NORTHWESTERN MICHIGAN COLLEGE Board of Trustees"
      2. 1701 East Front Street,
         Traverse City, Michigan 49686
         (231) 995-1010
      3. The time of the meeting
      4. The date of the meeting
      5. The place of the meeting
      6. "Official minutes of Board meetings are available in the President's Office and on the NMC website at nmc.edu/about/board-of-trustees/minutes/ and are available for public inspection."
      7. "If you are an individual with a disability who is in need of a reader, amplifier, qualified sign language interpreter, or any other form of auxiliary aid or service to attend or participate in the meeting or hearing, please contact the Chief of Staff to the President and Board of Trustees at (231) 995-1010 at least one week prior to the meeting or as soon as possible."
         All notices must be posted on the Board of Trustees bulletin board in the Preston N. Tanis building as well as on the Board of Trustees web page at nmc.edu/about/board-of-trustees/materials-minutes.html and be made accessible by a prominent and conspicuous link that clearly describes its purpose for public notification on NMC's homepage, nmc.edu.
   9. Public Input. At all public meetings of the Board of Trustees, the Chairperson shall honor the right of the public to address a public body. Every open meeting agenda will provide for public participation.
      Each person wishing to address the Board during public comment must be present and shall provide their name, address, city, phone, and issue to be addressed on a form provided prior to the meeting. The topic addressed should be related to business within the jurisdiction of the Board. Forms will be collected and given to the Board Chair prior to the call for order.
      Comments will be limited to three minutes in length per speaker.
2. Quorum. Presence in person of a majority of Trustees shall constitute a quorum at any meeting of the members. Trustees may participate in meetings by telephone or other interactive media for any purpose, including voting, and that such participation shall count for constitution of a quorum, whenever the same is permitted and/or authorized by statute.
3. Board of Trustees.
   1. Number and Qualifications. The Northwestern Michigan College district shall be directed and governed by a Board of Trustees, consisting of seven (7) members. Each member shall possess the qualifications of general electors within the College district.
   2. Selection. Board of Trustees members shall be selected as provided in Section 389 of Act 331 of the Public Acts of 1966 of the State of Michigan:
      "The community college district shall be directed and governed by a Board of Trustees, consisting of seven (7) members elected at large in the proposed community college district on a non-partisan basis . . ."
   3. Term of Office. The Trustees shall serve for six (6) years or until their successors have been appointed. Regular terms of office shall commence on January 1 following the next general state election.
   4. Vacancies. Whenever a vacancy in the Board of Trustees occurs, “the remaining trustees shall fill each vacancy by appointment. If a vacancy is not filled within 30 days after the vacancy occurs, or if a majority of trustee seats become vacant, “the intermediate school board for that school [community college] district shall fill each vacancy by appointment. An individual appointed under this subsection serves until a successor is elected and qualified. If a vacancy occurs more than 90 days before a regular election, an election shall be held at that regular school election to fill that office for the remainder of the office’s unexpired term, if any. This subsection applies regardless of whether an individual is appointed under subsection (1) to fill the vacancy.” (Michigan Legislative Act 302, Public Acts of 2003, Chapter XIV, Sec. 311, effective March 30, 2004).
   5. Power to Elect Officers. The Trustees shall elect a Chairperson of the Board of Trustees, a Vice Chairperson, a Secretary, and a Treasurer.
   6. Power to Appoint Other Officers and Agents. The Board of Trustees shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Board.
   7. Removal of Officers and Agents. Any officer or agency may be removed by the Board of Trustees whenever in the judgment of the Board the business interest of the Board will be served thereby.
   8. Power to Fill Vacancies. The Board shall have power to fill any vacancy in any office occurring for any reason whatsoever. The office of a trustee becomes vacant immediately, regardless of declaration by an officer or acceptance by the board or 1 or more of its members, upon any of the following events:
      1. The death of the trustee.
      2. The trustee being adjudicated insane or being found to be a legally incapacitated individual by the court of competent jurisdiction.
      3. The trustee’s resignation.
      4. The trustee’s removal from office.
      5. The trustee’s conviction for a felony.
      6. The trustee’s election or appointment being declared void by a competent tribunal.
      7. The trustee’s neglect or failure to file the acceptance of office, to take the oath of office, or to give or renew an official bond required by law.
      8. The trustee ceasing to possess the legal qualifications for holding office.
      9. The trustee moving his or her residence from the community college district.
   9. Delegation of Powers. For any reason deemed sufficient by the Board of Trustees, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge, or verify any instrument in more than one capacity.
   10. Power to Require Bonds. The Board of Trustees may require any officer or agent to file with the Board a satisfactory bond conditioned for faithful performance of his or her duties.
   11. Compensation. The compensation of agents may be fixed by the Board.
4. Officers.
   1. Chairperson. The Chairperson of the Board of Trustees shall be selected by the members of the Board. The Chairperson shall preside over all meetings of the Board of Trustees. The Chairperson shall ensure that the Board's Bylaws and established rules are followed and that the Board and its standing or ad hoc committees are fulfilling their stated responsibilities. The Chairperson shall represent the Board as appropriate in various public relations functions. An individual may not serve more than three (3) consecutive years as Chairperson. In times of unique challenge to the Board, the Chair may be elected for up to two (2) additional consecutive one-year terms by a vote of no less than five of the seven members of the Board.
   2. Vice Chairperson. A Vice Chairperson shall be chosen by the membership of the Board. The Vice Chairperson shall perform the duties and exercise the powers of the Chairperson during the absence or disability of the Chairperson.
   3. Secretary. The Secretary shall be chosen from the membership of the Board. The Secretary shall, by affixing his or her signature, attest to the accuracy of the Board meeting minutes and shall ensure that the Board's records are maintained in an appropriate manner. The Secretary shall authorize all notices required by statute, bylaw or resolution. The Secretary shall perform such other duties as may be delegated by the Board of Trustees. The Chairperson or the Chairperson's designee shall serve as Assistant Secretary to assist the Secretary in the performance of his or her duties.
   4. Treasurer. The Board of Trustees shall elect a Treasurer of the Board from its membership who will perform duties in connection with the finances of the College as may be required by the Board. The Board may direct the President to designate a chief financial officer as custodian of the funds who shall report to the President and maintain full and accurate accounts and fiscal procedures.
5. Fiscal Year. The College's fiscal year shall begin on the first day of July and end on the thirtieth day of June.
6. Execution of Instruments
   1. Checks, Etc. All checks, drafts, and orders for payment of money shall be signed in the name of the Board and shall be countersigned by such officers or agents as the Board of Trustees shall from time to time designate for that purpose.
   2. Contracts, Conveyances, Etc. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the Chairperson or Vice Chairperson and the Secretary may execute the same in the name and on behalf of this Board. The Board of Trustees shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this Board.
7. Power of Board to Borrow Money. The Board of Trustees shall have full power and authority to borrow money whenever, in the discretion of the Board, the exercise of said power is required in the general interest of the College, and in such case the Board of Trustees may authorize the proper officers to make, execute, and deliver in the name and on behalf of the Board of Trustees such notes, bonds, and other evidence of indebtedness as said Board shall deem proper, and said Board shall have full power to mortgage the property of the College, or any part thereof, as security for such indebtedness.
   The power to borrow money shall require the approval of a majority of the Board of Trustees.
8. Committees. Special committees of the Board of Trustees shall be appointed by the Board Chair as deemed necessary.
9. Temporary Amendment or Suspension of Bylaws and Policies.  The Board may, upon a majority vote, and where compelling reasons exist, temporarily adopt, amend, repeal, or suspend a Bylaw or policy contained herein, provided that the temporary amendment, adoption, repeal, or suspension, does not conflict with any applicable law. Any resolution temporarily adopting, amending, repealing or suspending a Bylaw or policy under this provision shall contain an express provision that such amendment, adoption, repeal or suspension shall expire automatically at the next public meeting of the Board, unless the Board, by further resolution, shall formally adopt the amendment, adoption, repeal, or suspension, in final form, or shall, by further resolution, continue the temporary amendment, adoption, repeal or suspension until the next public meeting of the Board under the same conditions.
10. Amendment of Bylaws. Bylaws and policies may be amended, altered, changed, added to, or repealed by affirmative vote of a majority of the Board of Trustees. The process to amend, alter, change, or repeal shall be proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting provided that the proposed amendment, alteration, change, addition, or repeal be reduced to writing and each Trustee be notified of said proposal at least seven (7) days prior to the next regular meeting.

If any provision(s) of this policy or set of bylaws conflicts with laws applicable to Northwestern Michigan College, including the Community College Act of 1966, the Freedom of Information Act, or the Open Meetings Act, as each may be amended from time to time, such laws shall control and supersede such provision(s).