By-Laws
BOARD
OF TRUSTEES
Marquette Academy
Diocese of Peoria,
Illinois
ARTICLE I: PURPOSE
The Board of Trustees of
Marquette Academy is established as the governance body for the school to
enable participation by the Catholic community of the Ottawa,
Illinois area, in collaboration with the
Diocese of Peoria and under oversight of the Marquette Academy Pastors’ Board,
in providing direction and guidance to ensure the mission, quality, continuity
and stability of Marquette
Academy.
ARTICLE II: MEMBERSHIP
Section 1. Number and
Qualification. The Board of Trustees shall
consist of ex officio and appointed members. The ex officio members
who serve by virtue of their office as long as they hold that office are the
principal of the school, the superintendent of schools for the Diocese of
Peoria or the superintendent’s delegate, and two member pastors elected by the
Pastors’ Board [Article II, 2 & 3:
Code of Regulations]. The appointed members shall number not less than
fourteen nor more than twenty. Trustees are appointed by the Pastors’ Board
upon nomination by the board of trustees. Individuals are qualified to serve as
trustees who have a commitment to the mission of Catholic school education; who
have a willingness to serve; and whose values and behavior are consistent with
those of the Catholic Church. Roman Catholic trustees must be practicing
Catholics in good standing with the Church. Employees of the schools and their
spouses and members of their households shall not be eligible for appointment
to the board of trustees.
Section 2. Nomination of
Trustees to be Appointed. The appointment of non-ex-officio
trustees shall be made at the
annual meeting of the Pastors’ Board or at a special meeting of the Pastors’
Board called for that purpose. Each year at a duly called Board of Trustees’
meeting prior to the annual meeting of the Pastors’ Board the trustees shall
receive and act upon the nominations of its nominating committee as to the
identities of the persons to be recommended for appointment by the Pastors’
Board and the respective terms for which such persons are recommended as
trustees. The Board of Trustees shall then report the results of the
nominations for appointment to the chair of the Pastors’ Board at least 45 days
before the Annual Meeting or such Special Meeting of the Pastors’ Board.
Section 3. Term of Office,
Eligibility for Reelection, Removals, Resignations and Vacancies in the Board
of Trustees.
(a) Term of Office. Initially,
each appointed trustee and each elected pastor shall serve one or more terms of
up to three years, staggered so that an approximately equal number of terms
shall expire each year. Each term of office for an appointed trustee and an
elected pastor shall begin on the date of the first meeting of the Board of
Trustees held in the new school year and shall continue for the specified term.
Each trustee shall, however, serve until his successor is elected/appointed and
qualified.
(b) Eligibility for
Re-Election/Appointment. Ex officio trustees by virtue of their
office remain trustees as long as they hold that office. Ex Officio pastors
may be elected for one additional
consecutive term. Appointed trustees may also be appointed for one additional
consecutive term. With the exception of the initial terms upon the inception of
the Board of Trustees, a term is for three years.
(c) Removals. Failure of
any trustee to attend three consecutive meetings of the Board without proper
excuse, shall, at the discretion of the Board, be grounds for recommendation by
the Board of Trustees to the Pastors’ Board for removal of such trustee. The
secretary shall keep an attendance roll in this regard. An appointed trustee
may be removed from office for any reason by a vote of a majority of the
members of the Pastors Board.
(d) Resignations. Any
trustee at any time may resign at an open meeting of the Board or by a letter
delivered or mailed to the secretary, which resignation shall take effect
immediately or at such time as the trustees may specify.
(e) Vacancies. In the
event of the occurrence of any vacancy or vacancies on the Board of
Trustees, however caused, the
trustees may, by the vote of majority of their number, nominate to the Pastors’
Board a candidate(s) to fill such vacancy or vacancies for that portion of the
remaining term. Those elected
to fill a vacancy shall count this service as a first term if its duration is
more than 15 months. A vacancy shall be deemed
to exist when a trustee becomes incompetent, resigns, dies, or is removed.
ARTICLE III: POWER,
AUTHORITY, AND DUTIES
Section 1. Delegated Powers. The Board of Trustees shall provide for the governance of Marquette Academy in all areas except those
reserved to the Pastors’ Board. These areas of governance include but are not
limited to
(a) Assuring the character and
mission of the school as a Catholic school in the Diocese of Peoria.
(b) Providing leadership for short
and long range planning.
(c) Insuring that the school has
the resources to be effective.
(d) Approving the annual budget
and monitoring compliance to the budget.
(e) Insuring sound financial
management and the strategic use of resources.
(f) Providing for the short and
long range capital needs of the school.
(g) Formulating policies which
it judges necessary for the good of the school and the effectiveness of the school’s mission that are in keeping with
the limits of its jurisdiction.
(h) Providing leadership for and
active support of the development, marketing, and public relations programs of
the school.
(i) Participating in the
selection and removal of the principal by making a recommendation to the
Pastors’ Board in a manner consistent with diocesan practice and policy and the
limits of its jurisdiction.
(j) Assuring the evaluation and
assessment of programs, the principal, and its own effectiveness.
(k) Identifying and nominating
candidates for the Board of Trustees to the Pastors’ Board
for appointment
(l) Recommending removal of
trustees.
Section 2. Reserved Powers. Recommendations by the Board of Trustees in the following
areas require the formal
approval of the Pastors’ Board:
a) The Catholic philosophy and
mission of the academy
b) The incursion of debt
c) Borrowing
d) The sale, mortgaging,
pledging or alienation of any part of the real estate or all or
substantially all of the other assets of
the school
e) The purchase of property
f) Any comprehensive renovation
or building project
g) A major capital campaign
h) Amendments to the Board of
Trustees’ By-Laws
i) Appointment and removal of
trustees
j) Appointment/removal of the
principal of the academy
k) Approval of a deficit budget
l) Determination of the subsidy by
the contributing parishes
ARTICLE IV: MEETINGS
Section 1 Regular Meetings of
the Board of Trustees. Regular meetings of
the Board of Trustees shall be held at
such times and places as may be provided for in resolutions adopted by the
Board of Trustees each year and published each year in advance. Adequate notice
shall be made of changes in meeting dates.
Section 2 Special Meetings. Special meetings of the Board of Trustees may be held upon
call by the chair of the Board, or any five of the trustees acting in concert.
Notice of each such meeting shall be given to each trustee by letter, fax,
electronic mail, or telegram or in person, not less than forty-eight (48) hours
prior to such meeting. However, such notice shall be deemed to have been waived
by any trustee attending such meeting, and may be waived in writing by any
trustee either before or after such meeting. No special meeting may be called
without the authorization of the chair.
Section 3 Quorum. A majority of the trustees in office at the time shall
constitute a quorum for any meeting. At such meeting of the Board at which a
quorum is present, all questions and business shall be determined by the
affirmative vote of not less than a majority of the trustees present.
Section 4. Action Without a
Meeting. Any action which may be
authorized or taken at a meeting of the trustees may be authorized or taken
without a meeting by the affirmative written vote of a majority of the voting
trustees, which written votes shall be filed with or entered upon the records
of the Board of Trustees and noted in the minutes of the next regular or
special meeting.
Section 5. Confidentiality. Discussions at meetings shall be held in confidence except
to the extent necessary for effective Board action through official channels.
Ordinarily, Board meetings shall be closed to members of the general public,
though the Board may permit selected persons to attend all or portions of its
meetings in order to assist the Board in carrying out its responsibilities. The
Board may declare beforehand by majority vote that a particular meeting will be
open to the public. At an open meeting, no person may address the board unless
recognized by the chair.
Section 6. Compensation. The trustees shall not receive salaries, fees or compensation
for their service as trustees or their attendance at any Board or committee
meetings, but may be reimbursed for reasonable costs incurred in connection
with the performance of their duties hereunder.
Section 7. Conflict of
Interest. A trustee having a conflict of
interest or conflict of responsibility on any matter involving the academy and
any other business entity or person shall refrain from voting on such matter.
No trustee shall use his position as a trustee of the academy for his/her own
direct or indirect financial gain.
Section 8. Meetings Held
Through Communications Equipment. Meetings
of the Board of Trustees or any committee of the Board may be held through
communications equipment if all persons participating may contemporaneously
communicate with each other. Such participation by any trustee or committee
member shall constitute presence at the meeting.
ARTICLE V: OFFICERS
Section 1 Officers Designated. The officers of this Board of Trustees shall be a chair,
a vice-chair, and a secretary. All officers shall be elected by the trustees.
No individual may hold more than one office at a time. Ex Officio members may not serve as
officers.
Section 2 Tenure of Office. All officers shall
hold office for two years (beginning on the date of the first meeting of the
Board held each school year or as specified by the Board) and until their
successors are elected and qualified, unless the Board otherwise specifies. Any
officer appointed by the Board may be removed, with or without cause, at any time
by a majority vote of the Board. In the event a vacancy shall occur in any
office, the same shall be filled by the Board of Trustees. Officers may not
hold the same office for more than two consecutive terms.
Section 3 Chair of the Board. The chair of the Board shall preside at all meetings of
the trustees and do and perform such other duties as may from time to time be
assigned by the Board.
Section 4 Vice-Chair of the
Board. The vice-chair of the Board shall
perform all the duties of the chair if the chair is absent or unable to act,
and shall perform such other and further duties as may be assigned by the chair
and/or the Board, which powers and duties, or either, may be enlarged or
diminished at any time.
Section 5. Secretary. It shall be the duty of the secretary to see that an
accurate record of the acts and proceedings of the trustees is kept, that all
notices required by the trustees and these by-laws are given, and that all the
duties usually incident to and appertaining to that office are performed.
Section 6. Authority and
Duties. The officers shall have such
authority and perform such duties in addition to those specifically set forth
in these by-laws as the Board may determine consistent with the limits of its
jurisdiction and the policies of the Diocese of Peoria. The Board is authorized
to delegate the duties of any officer to any other officer and, generally, to
control the action of the officers and to require the performance of duties in
addition to those mentioned herein.
ARTICLE VI: COMMITTEES OF
BOARD OF TRUSTEES
Section 1. Standing
Committees. The standing committees of the
Board shall be executive, finance, building & grounds, program, nominating
& board development, and development-public relations-marketing. With the
exception of the executive committee, at the first Board meeting of each school
year, the chair shall, subject to the approval of the Board, appoint trustees to these
committees. Each standing committee shall have only such duties as are
prescribed by these by-laws and such additional duties as are prescribed by the
Board from time to time; shall consist of not less than two trustees, one of
whom shall serve as chair, and each such standing committee shall be subject to
the control of the Board. With the approval of the Board, each standing
committee may invite one or more interested persons to serve on the committee.
The term for non-board committee members shall be three years. All committee
actions, formal and informal, are subject to the approval of the Board at a
regular or special meeting of the Board. Each committee may adopt procedures to
conduct its business as it deems necessary, subject
to the approval of the Board.
(a) Executive Committee.
The Executive Committee shall consist of the officers of the Board of
Trustees, the superintendent of schools, the principal of the school, and the
chair of the Pastors’ Board. During the intervals between the meetings of the
Board, this committee shall possess and may exercise all the powers of the
Board only when it is impracticable to call a meeting of the Board,
provided, however, that the
committee shall not be empowered to elect the officers or nominate to fill
vacancies in the Board of Trustees or in the Executive Committee. All action
taken by the Committee shall be reported to the full Board at its next regular
meeting, for approval or disapproval, but no approval of the Board shall
adversely affect any right of any third party.
(b) Finance Committee.
The Finance Committee shall oversee the annual budget process and monitor the
fiscal practices and policies of the academy in cooperation with the principal
and business manager. The Finance Committee shall make recommendations to the
Board concerning the financial policies and practices of the academy including
but not limited to tuition, fees, faculty salaries, and grant-in-aid programs.
(c) Building &
Grounds Committee. The Buildings and Grounds Committee shall plan for and
provide for the long and short range needs of the physical plant and property.
(d) Program Committee. The
Program Committee shall provide for and monitor the mission effectiveness of
the academy and the quality of all of the programs of the academy as well as provide leadership for
planning and policy in this area.
(e) Nominating and Board
Development Committee. The Nominating and Board
Development Committee shall
submit recommendations to the Board at the Board's regular meeting prior to the
Annual Meeting of the Pastors’ Board for trustees to be appointed by the
Pastors’ Board. This committee shall also recommend to the Board at the
appropriate time trustees to be elected as officers and trustees to be
appointed chairs of the various committees of the Board. The Nominating and
Board Development Committee shall also submit its nominations for any of the
foregoing offices when vacancies occur. In addition, in collaboration with the
Office of Catholic Schools of the Diocese of Peoria, the Nominating and Board
Development Committee shall design and coordinate a plan that will facilitate the
preparation of all trustees for effective functioning on the Board and the
standing committees, and in addition, coordinate a plan for the annual
evaluation of Board performance and effectiveness.
(f) Development, Public
Relations, and Marketing Committee. The Development, PR, and Marketing
Committee shall monitor the initiatives of the academy in these areas and give
leadership in providing for resources and planning in these areas.
