BYLAWS: SECTION SEVEN
Southern Utah Center for Computer, Engineering, Science Students
August 2013 Draft 1
October 14 2013
The membership of the Board of Trustees is comprised of seven persons, who were originally appointed by the Governor, in consultation with the parties signing the Memorandum of Agreement. Subsequent Board members shall be appointed in the following manner. Four of the Board members shall be nominated by their respective institution. The President of Dixie State University shall have one nomination, the President of Southern Utah University shall have one nomination, the ICSD Superintendent shall have one nomination, and the WCSD Superintendent shall have one nomination. The remaining three Board of Trustee members shall be appointed by vote of the existing board and shall be comprised of community, business, or education leaders. All Board Member nominees must be ratified by a consensus vote of the existing Board of Trustees.
All Board Members will be appointed to serve four-year terms. Board Members nominated by the SUU/DSU President or ICSD/WCSD Superintendent shall vacate their Board of Trustee membership upon conclusion of their employment with the institution or upon designation from the institutional President or Superintendent.
Appointments made in filling a vacancy occurring before the expiration of the term shall be made for the remainder of the unexpired term. Regardless of the termination date of the term of office, all members shall continue to hold office until their successors have been appointed and qualified.
Each member of the Board of Trustees may receive a yearly honorarium as compensation for expenses for attending meetings of the Board of Trustees. Payment amount is authorized and approved by the Board of Trustees.
II. Powers and Responsibilities
The Board of Trustees shall exercise such powers and authority established by law, policies of the State Charter Board or their specific delegation, and such other powers and authority not specifically denied by the State Board of Education or by law and as may be necessary and proper to ensure the effective and efficient administration and operation of the SUCCESS Academy.
The Board of Trustees shall exercise the powers and responsibilities granted under the charter authorized by the Iron County School District and approved by the State Board of Education and the parties signing the Memorandum of Agreement.
The Board will approve the name of the school under its control and management as it reflects the role and general course of study of the school.
Board members will follow the general standards of conduct for directors and officers as outlined in Utah Code Section 16-6a-822. An officer appointed or elected by the Board may be removed from office for cause by vote of two-thirds of the Board according to Utah State Code 16-6a-808.
III. Officers of the Board
Chair-The Chair shall be elected by the Board of Trustees at its June meeting and serve for two years, or until his/her successor is elected and qualified. No Board of Trustees member shall be eligible to serve more than two terms as Chair. The Chair shall preside at all meetings of the Board of Trustees and as directed by the Board, shall have such other duties, powers and responsibilities as are assigned to him/her by the Board, provided that the Board may also authorize its executive and other officers to execute such business, including contracts and other documents, as the Board may from time to time authorize and direct.
Vice chair-The Vice chair shall be elected by the Board of Trustees at its June meeting and shall serve for a term of two years or until his/her successor is elected and qualified. The Vice chair shall act as Chair in the absence or disability of the Chair and shall have such other duties, powers and responsibilities as may be assigned to him/her by the Chair and the Board of Trustees. In the event that the office of Chair becomes vacant during the term for which he/she was elected, the Vice chair shall act as temporary Chair until the next regular meeting, at which time a new Chair shall be elected to fill the vacancy and serve the balance of the unexpired term. If the office of Vice chair is similarly vacated, the vacancy shall be filled by election at the next regular meeting.
Secretary-The SUCCESS Academy Administrative Assistant will serve as secretary for the Board of Trustees. He/she shall be charged with the responsibility of recording and maintaining a record of all Board of Trustees meetings and shall perform such other duties as the Board of Trustees may direct.
Treasurer-The Board of Trustees shall elect a treasurer to serve at the pleasure of the Board. The Treasurer shall perform such duties as the Board of Trustees may prescribe. All checks drawn on behalf of the Board of Trustees shall bear the signature of either the Chair, the Vice Chair, the Treasurer, or such officers as may be approved by the Board.
Committee Assignments-There shall be three standing committees of the Board of Trustees and such other special committees as the Board or the Chair may determine from time to time to be necessary or appropriate. With the exception of the Executive Committee, the members of all standing and special committees and their respective chairs shall be appointed by the Chair of the Board of Trustees. Each standing committee shall serve concurrent two-year terms with the Chair who appointed them, immediately following his/her election.
Standing Committees-The standing committees of the Board of Trustees are:
a. Executive Committee (see Section 4.3.1 below);
b. Finance, Budget, and Facilities;
c. Business Partnerships and Marketing.
Executive Committee Composition- The Executive Committee shall be composed of the Chair of the Board of Trustees and the Chairs of the other two standing committees.
Authority- The Executive Committee shall have the full authority of the Board of Trustees to act upon routine matters during the interim between Board meetings, but shall act upon non routine matters only under extraordinary and emergency circumstances. Actions of the Executive Committee shall be reported to the Board of Trustees at its next regular meeting following such action.
Staff Support- The School Executive Officer shall provide such staff and support services as may be necessary to each standing and special committee.
V. Meetings (Meeting minutes are available by request)
Board of Trustee meetings are scheduled quarterly or more often as deemed necessary.
Special meetings of the Board may be called by the Chair of the Board of Trustees, or in the Chair’s absence the Vice Chair of the Board, or by a majority of the members.
All meetings of the Board of Trustees shall be in compliance with the Utah Open and Public Meetings Act.
A quorum for conducting the business of the Board of Trustees shall consist of four members, whether present in person or present by means of electronic equipment. Board action may be taken by majority vote whenever a quorum is present.
Proxy voting shall not be permitted at meetings of the Board.
The Board of Trustees may meet in Executive Session as provided by the Utah Open and Public Meetings Act.
The Board of Trustees shall adopt Robert's Rules of Order to govern their meetings. These rules of order and procedure will be made available at each public meeting. The Chair shall conduct the public meetings in accordance with these adopted rules and procedures to ensure civil discourse and ethical behavior.
VI. Chief Executive Officer and Professional Staff
Principal/ Chief Executive Officer -The Board of Trustees shall select and appoint a chief executive officer of the Board with a title consistent in accordance with the role and mission of the SUCCESS Academy. The Principal/CEO serves at the pleasure of the Board for a term and at such salary and other benefits and in such capacities as the Board may determine and direct. The Principal/CEO shall be responsible to the Board of Trustees (1) to see that its policies, finances, and programs are properly executed. (2) to furnish information about school activities and functions and make recommendations to the Board with respect thereto. (3) to provide leadership in all activities affecting the school and (4) to do such other things as may be directed by the Board in carrying out its duties and responsibilities under the law.
Professional Staff- Upon recommendation of the Principal/CEO, the Board of Trustees shall appoint and hire a staff of professional and administrative personnel to serve at the pleasure of the Board at such salaries, retirement provisions and other benefits, and in such capacities as the Board may determine and direct.
Principal/CEO represents Board-In order to ensure that there is effective follow through with implementing Board of Trustees action, the Principal/CEO shall represent the Board (when it is not in session) implementing the actions of the Board in a timely and effective manner.
VII. Public Information
Official Pronouncements-The Chair of the Board of Trustees is the only member of the Board authorized to make official pronouncements for the Board and then as instructed by the Board. The Principal/CEO is ex officio authorized to speak for the Board and the school with respect to any policy matters that have received the approval of the Board, and on administrative matters, which have been entrusted to him or her by law or by the Board.
Releases and General Information-The CEO of the Board of Trustees, or in his/her absence a designated deputy, may issue such news releases, general information and other communications regarding the administration of the SUCCESS Academy, as will serve its interests, such releases to be consistent with Board policies and practices.
VIII. Pecuniary Interest
Board of Trustee Members-No Board of Trustees member shall be have a pecuniary interest directly, or indirectly, in any contracts made in behalf of the SUCCESS Academy and will adhere to the Conflict of Interest and Ethics Statement signed annually.
These bylaws may be amended at any regular Board meeting by a majority vote, provided that a copy of the proposed amendment shall be given in writing to each Trustee at least seven days before action on the amendment is taken.
These bylaws are subject to applicable provisions of law. To the extent of any inconsistency between these bylaws and such law, or in the event applicable law is later amended to become inconsistent with these bylaws, these bylaws shall be deemed amended accordingly.