Constitution & Bylaws for the Board of Trustees

Proposed October 2013

PREAMBLE

Saratoga Central Catholic School is owned and operated by the Roman Catholic Diocese of Albany, Albany, New York, a corporation sole. The school is established to carry out the teaching ministry of the Catholic Church. As such, the religious and education work shall at all times be in accordance with the teachings and laws of the Roman Catholic Church and the Diocese of Albany. The School Board is committed to the development of Saratoga Central Catholic High School as a unique Catholic educational institution providing students with the highest quality educational opportunities in an atmosphere consonant with the teachings of the Roman Catholic Church.

INTRODUCTION AND RATIONALE

This Board of Trustees shall have as its primary concern the ministry of Catholic school education: the spiritual, intellectual, physical, emotional and social development of the students.

The Board, operating under the guidance of the Diocesan Schools Office and the Superintendent of Schools, and in conformity with the policies of the Diocese of Albany and consistent with the policies and plans of the Diocesan School Board, shall concern itself with planning and policy issues pertaining to the general excellence of Catholic education at Saratoga Central Catholic School which will provide a Catholic education, which inspires and prepares students to learn, work, to live fully and to serve God in one another.

Working in close collaboration with its administrative officer, the Principal and hearing its many publics, this Board shall formulate policies that will enable the school to reach its agreed upon goals. These goals will be related to, but not limited to, the overall goals established by the Diocesan School Board.

ARTICLE I – NAME

The name of this body shall be “The Board of Trustees of Saratoga Central Catholic School”, herein after referred to as the Board.

ARTICLE II – PURPOSE AND FUNCTION

Section 2.1 – Establishment

The Board is established by the Bishop of Albany as a Board of Limited Jurisdiction as defined In A PRIMER ON EDUCATIONAL GOVERNANCE IN THE CATHOLIC CHURCH (NCEA, 1987).

Section 2.2 – Purpose

Subject to the reserve powers enumerated below, the Board shall be responsible to the Bishop ­for:

  1. Strategic planning;
  2. Formulation of policies to guide planning and administration in the areas of:
    1. Academic affairs;
    2. Student affairs;
    3. Faith community affairs;
    4. Business affairs;
    5. Development affairs.
  3. Evaluation
    1. Of the Principal in conjunction with the Superintendent of Schools;
    2. Of effectiveness of policies and plans;Of effectiveness of Board operations;
    3. Of mission effectiveness.
  4. Oversight of financial and facility operations
  5. Oversight of and participation in institutional advancement/development programs designed to attract human and financial resources

Section 2.3 – Reserve Powers

The Bishop of the Diocese of Albany in conjunction with the Superintendent of Schools reserves to himself the following powers:

  1. Approval of the philosophy and mission statements for the school.
  2. Establishment of the Board of Trustees as a Board of Limited Jurisdiction.
  3. Appointment of Board members.
  4. Approval of the bylaws for the Board of Trustees.
  5. Approval for all capital improvements, additions, structural changes in excess of $20,000.00
  6. Approval for all borrowings.
  7. Ratification of annual operating budgets.
  8. Appointment of legal counsel.
  9. Approval of auditing counsel.
  10. Oversight to ensure no alienation of Church or school property.
  11. Approval of the Principal and Chief Operating Officer.

ARTICLE III – RELATIONSHIP WITH OTHER GROUPS

Section 3.1 – Diocese of Albany

Regular information from the Diocese of Albany concerning Diocesan policies impacting Catholic elementary and secondary education shall be provided by the Principal as in-service to the Board. The principal shall implement Diocesan policies formulated by the Diocesan School Board, approved by the Bishop and promulgated by the Diocesan Superintendent of Schools.

Section 3.2 – Diocesan/Pastoral and Finance Councils

The Board shall work in a cooperative and collaborative manner with the Diocesan School Board and the Finance Committee of the Diocesan School Board. Regular communications including minutes of the Board shall be forwarded to the Diocesan School Board. ­

Section 3.3 – Faculty

The relationship between the Board and the faculty shall be characterized by mutual support, good communication and cooperation. The Principal represents the faculty to the Board. From time to time, teachers and/or administrative team members may be invited to share information with the Board on matters concerning the school. The Board shall have no role in hiring, evaluating, terminating or renewing teachers.

ARTICLE IV – MEMBERSHIP

Section 4.1 – Membership Defined

The Board shall consist of a minimum of nine (9) and a maximum of thirteen (13) trustees appointed by the Bishop with categorical membership as follows:

  • Parents, Grandparents, and the Legal Guardians (No more than 1/3 of membership).
  • Alumni/ parents of alums.
  • Leaders within the civic, business and professional communities.
  • Area school principals or representatives.
  • Area pastors or designees.
  • Diocesan Appointments

Section 4.2 – Ex-Officio Member

The principal shall serve as an ex-officio member of the Board and shall serve as the Board’s administrative officer. The Principal shall act as administrative officer to the Board without voting rights.

Section 4.3 – Nominations

The Board shall establish an internal policy with regard to nominations. The Nominating Committee, consisting of the administrative officer and three Board members appointed by the chairperson of the Board, shall seek out and prepare a slate of prospective Board member nominees who meet the following criteria:

  1. Interest in and commitment to Catholic education in general, and a specific commitment to the mission and philosophy of Saratoga Central Catholic School.
  2. Availability to attend meetings and periodic in-service programs and to participate in committee work.
  3. Ability to maintain high levels of integrity and confidentiality.
  4. Ability to deal with situations as they relate to the good of Saratoga Central Catholic School.
  5. Capacity to give witness to Christian and moral values within the school community.
  6. Willingness to participate in and provide leadership for resource development programs for the school.

Section 4.4 – Exclusions

Employees of the school and their spouses, other members of an employee’s immediate family, other than those who serve in ex-officio positions, may not sit on the Board.

Section 4.5 – Appointments and Terms

Each Board member, other than a Board member who serves ex-officio, shall be appointed by the Bishop for a three-year term. Each ex-officio Board member shall serve only during the time he or she serves in the designated position for which they were appointed to the Board.

In order to provide for staggered terms, the initial Board members shall be divided into three groups of as nearly equal membership as possible with the term for one group of Board members expiring each year during a three-year period.

Board members may be reappointed, provided, however, that no Board member shall serve more than two terms consecutively regardless of whether any such term shall be less than three years. A Board member who is appointed to fill an existing board vacancy with one year or less remaining in its term shall be allowed reappointment for two additional terms.

Section 4.6 – Resignation and Removal of Board Members

Any Board member may resign at any time by giving written notice to the chairperson of the Board.  Such resignation shall take effect at the time specified therein.

A Board member may be removed by the Bishop if it is deemed that removal is in the best interest of the school.

Section 4.7 – Vacancy

Any vacancy on the Board may be filled by the Bishop upon recommendation of the Board chairperson for the unexpired portion of the term in the same manner as provided for in the original appointment.

Section 4.8 – Attendance

Any unexcused Board member who shall be absent from three (3) successive regular Board meetings or a total of six (6) Board meetings in a year shall be deemed to have resigned as a Board member unless reinstated with written approval of the Bishop.

ARTICLE V – OFFICERS

Section 5.1 – Titles/Positions

The officers of the Board shall be the chairperson, vice-chairperson and secretary. They shall be elected annually by the Board membership, subject to ratification by the Bishop.

Section 5.2 – Election of Officers

The election of officers shall take place at the annual meeting in June. Officers shall assume their duties at the first meeting following July 1st of each year.

Section 5.3 – Executive Committee

The Executive Committee shall consist of the Principal serving as administrative officer and the chairperson, vice-chairperson and secretary as well as any other members so designated by the chairperson with the approval of the board.

Section 5.4 – Duties

The duties of the officers shall be:

Chairperson

The chairperson shall preside at all regular and special meetings of the Board. The chairperson shall also preside at Executive Committee meetings at which the Board agenda and packet is prepared. The chairperson, with Board approval, shall have authority to assign additional duties and responsibilities to individual School Board members.

No individual shall be eligible to serve as chairperson of the Board without having completed two years of service on the Board. The chairperson of the Board shall be required to be a practicing Catholic.

Vice-Chairperson

In the absence of the chairperson, the vice-chairperson shall perform all duties of the chairperson. The vice-chairperson shall also be a member of the Executive Committee.

Secretary

The secretary shall be responsible for keeping accurate minutes; for keeping a record of the appointment of all committees of the Board; and for all correspondence. Any of the duties of the secretary may be performed by an assistant secretary who shall be responsible to and report to the secretary. The secretary shall also be responsible for keeping a permanent record of attendance, terms and committee assignments and all reports and documents related to Board activities.

The secretary, in cooperation with the Principal acting as administrative officer to the Board, shall ensure the timely distribution of Board member packets in advance of Board meetings.

Administrative Officer

The Principal shall serve as administrative officer to the Board. The Principal may also call meetings of the Executive Committee and shall be responsible for bringing information to the Board, including Diocesan policies and plans.

Section 5.5 – Term

The term of office for Board officers shall begin and end with the first meeting of the Board after July 1st.

ARTICLE VI – MEETINGS

Section 6.1 – Regular Meetings

Regular meetings of the full Board shall be held at least ten (10) times per year.

Section 6.2 – Special Meetings

Special meetings may be called by the Bishop, the chairperson, the Principal or by written request of one third (1/3) of Board members. Written notice must be provided at least five (5) days prior to special meetings.

Section 6.3 – Annual Meeting

The annual meeting shall be held in June of each year.

Section 6.4 – Meeting Protocol

All regular meetings of the Board shall be open to all interested parties, and notice of all regular meetings shall be posted and publicized in school memos and newsletters.

The Board shall establish an internal policy addressing how and when non-Board members may address the Board. The Board shall establish an internal Board policy dealing with “closed meetings” or executive sessions.

ARTICLE VII – RULES OF ORDER

Section 7.1 – Consensus

As much as possible, the Board shall reach consensus on all actions.

Section 7.2 – Parliamentary Rules

Where necessary, parliamentary rules may be employed using Robert’s Rules of Order (latest copyright) as a guide. The chairperson shall appoint a parliamentarian when appropriate.

Section 7.3 – Policy Issues

Ordinarily, decisions regarding policy matters and other major issues are not made at the “first reading.” The “second reading” of the policy occurs after additional consultation and clarification. At that time, the Board begins its decision-making process.

Section 7.4 – Quorum

A simple majority of the voting members of the Board shall constitute a quorum for each meeting.

Section 7.5 – Proxy Vote

Board members unable to attend a scheduled meeting but wishing to vote on a particular issue may vote by proxy by informing the chairperson or administrative officer of that decision, in writing before the meeting. If circumstances should prevent a formal board meeting, the chairperson may reach conclusions on specific issues by polling members in an expeditious manner.

ARTICLE VIII – COMMITTEES

Section 8.1 – Standing Committees

The standing committees of the Board shall be:

  1. Executive Committee
  2. Mission Effectiveness Committee
  3. Facilities Committee
  4. Enrollment Committee
  5. Finance Committee
  6. Nominating Committee
  7. Development Committee

Section 8.2 – Committee Charges

Specific committee charges shall be adopted each year by the Board at its annual meeting. Members of standing committees shall be appointed by the chairperson of the Board. Committee chairpersons must be members of the Board, although committee members may be drawn from outside of the Board membership. The chairperson of the Board and the administrative officer of the Board shall be ex-officio members of all standing committees.

Section 8.3 – Special or Ad Hoc Committees

Special or ad-hoc committees shall be established by action and approval of the Board.

ARTICLE IX – COMPENSATION

Board members shall not receive compensation for their services. However, bona fide expenses may be reimbursed.

ARTICLE X – CONFLICT/ DUALITY OF INTEREST

Any Board member having an interest in a contract or other transaction coming before the Board or a committee of the Board shall give prompt, full and frank disclosure of said interest to the Board chair prior to the Board acting on such contract or transaction. Upon such disclosure, the Board member’s interest shall be presented to the full Board. The Board shall determine, without participation by the interested member, at such time as disclosure is made to that body, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If the Board determines that such a conflict is deemed to exist, such member shall not vote on, nor use personal influences on, nor participate in the discussions or deliberations with respect to such contract or transactions.

For purposes of this section, a person shall be deemed to have an interest in a contract or other transaction if he or she is a party (or one of the parties) contracting or dealing with the school, or is a director, partner, officer, or spouse of a director, partner, officer, or has a significant financial or influential interest in, the entity contracting or dealing with the school.

ARTICLE XI – INDEMNIFICATION

Each member shall be indemnified against all expenses actually or necessarily incurred in connection with the defense of any action, suit or proceeding to which he or she has been made a party by reason of being or having been a Board member, except in relation to matters in which the Board member shall be adjudicated in an action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.

ARTICLE XII – AMENDMENTS

These bylaws may be amended only following a two-thirds (2/3) majority vote of the Board and written approval by the Diocesan Superintendent of Schools and written ratification by the Bishop. Board members must receive written notice about amendments one month before the vote to amend.