ByLaws
1.0000 LEGAL STATUS OF THE BOARD
2.0000 ORGANIZATION OF THE BOARD
3.0000 DUTIES AND RESPONSIBLIITES OF THE OFFICERS OF THE BOARD
4.0000 DUTIES AND RESPONSIBILITIES OF THE PRESIDENT OF THE COLLEGE
5.0000 COMMITTEES OF THE BOARD
1.0000 LEGAL STATUS OF THE BOARD
1.0010 OFFICIAL NAME OF THE COLLEGE
The official name of the College established under and by virtue of the laws of the Leech Lake Band of Ojibwe shall be Leech Lake Tribal College.
1.0020 BOARD TITLE
The governing body shall be known as the "Board of Trustees of the Leech Lake Tribal College" (herein sometimes referred to as the "Board").
1.0030 CORPORATION SEAL
The Corporation shall have a seal, the form and design of which shall be adopted by the Board and the custody of which shall be with the Secretary to the Board.
2.0000 ORGANIZATION OF THE BOARD
2.0010 COMPOSITION OF BOARD OF TRUSTEES
The Board of Trustees shall consist of seven (7) voting members selected in accordance with the Leech Lake Tribal College Charter. In addition, one student may serve as a non-voting member.
2.0020 AUTHORITY
The Board is an agency of the Leech Lake Band of Ojibwe and derives its authority from the Band. Every act of the Board shall conform to the constitution and statutes of the Leech Lake Band and Federal governments and the regulations issued pursuant thereto.
The Leech Lake Band of Ojibwe charges the Board with the responsibility of providing opportunities for higher learning for residents of the Reservation and other persons who are qualified for admission, according to the standards prescribed by the Tribal College.
2.0030 CONFIRMATIONS
The Tribal Council in accordance with the Leech Lake Tribal College Charter shall confirm the membership of the Board of Trustees. Confirmations of Board Members are at the discretion of the Tribal Council as defined by the Charter.
2.0040 TERM OF OFFICE
The Charter defines the Term of Office of each Board member.
2.0050 VACANCIES
Whenever a vacancy shall occur in the office of the Board, it shall be filled for the unexpired term by a special appointment by the majority vote of the Board of Trustees after confirmation by the Tribal Council.
For the purpose of selecting the candidates from which the vacancy will be filled, if the unexpired term is longer than one year, the Board shall publish notice of vacancy for at least thirty days after such vacancy shall occur, and the Board shall rely upon a Nominations Committee to make a recommendation for selection of a candidate. If the unexpired term is less than one year, the President and the members of the Board of Trustees shall make a recommendation for selection of a candidate. The Board of Trustees shall select an appropriate person to fill the vacancy based solely on his/her qualifications for the office and the person's qualifications shall be entered with the official record of the Board's proceedings. The Board of Trustees shall submit the recommendation to the Tribal Council for confirmation and the new Board member will assume duties after confirmation by the Tribal Council.
If a vacancy shall occur in the office of Board chairperson, the Board shall select a new chairperson from among the existing Board members.
2.0060 AUTHORITY OF MEMBERS OF THE BOARD
Individual members of the Board have power and authority only when acting formally as members of the Board in session or when entrusted by the Board with specific assignments defined by the duties enumerated in the bylaws or by motion of the Board. The Executive Committee of the Board may exercise specific authorities described by motion of the Board as defined under Section 5.0020.
2.0070 APPEAL BOARD
The role of the Board to hear appeals is limited to those appeals made by employees relating to the President of the College. The President may seek consultation with the Board on appeals brought by college staff. Final decision on appeals made by college employees will be made by the Board.
The Board will establish an appeals process after consultation with the President and Legal Counsel and a majority vote of a quorum present at a regular or special meeting.
This section does not imply that all appeals will be heard.
2.0080 DUTIES AND RESPONSIBILITIES
The Board shall have the responsibility for formulating broad public policy for higher learning in the College's service area. As the policy making body of the Leech Lake Tribal College, the Board shall be charged with the oversight and governance of the college. The formulation and adoption of written policies shall constitute the basic method by which the Board exercises this leadership in the operation of the college.
Without limiting the powers granted to the Board by the Tribal Council and subject to lawful and applicable rules and regulations, the Board's responsibilities are as follows:
.01 Appoint or release the President of the College.
.02 Adopt and periodically review a statement of philosophy, mission, and goals, which clarifies basic educational responsibilities of the college.
.03 Establish broad general policies for the governance of the college and hold the President accountable for administering such policies.
.04 Consider and take appropriate action regarding recommendations of the President in matters of uniform policy relating to the welfare of the college; including admission and retention of students, students conduct, curricular offerings, academic freedom and responsibility, academic standards, academic calendar, governance, tuition and fees, financial management, salary schedules and general personnel policies, due process and confidentiality of records.
.05 Utilize tribal attorneys and auditors and other agents as required to complete the business of the College.
.06 Adopt an annual budget to finance the operation of the College in accordance with the laws of the Tribe and any applicable regulations, and to secure debts on behalf of the Tribal College and enter into necessary business agreements.
.07 Approves and reviews all construction contracts and approves all expenses with respect to these contracts.
.08 Provide required personnel, physical facilities, and means of financial support to carry out the goals and objectives of the College.
.09 Review and take action on matters relating to site selection and physical plant development.
.10 Consider communications and requests from citizens and organizations of the College on matters of policy, administration and other items of public concern affecting the College. The President of the College will make citizen's requests and those of organizations known to the Board.
.11 Appraise the efficiency of College operations and evaluate the educational programs.
.12 Refer all matters concerning the College directly to the President for study and recommendation before such matters are considered by the Board, except the selection of the President.
.13 Inform the public concerning the progress and needs of the College, the educational programs, and the financial status of the college and accurately account to the public for receipts and expenditures. Such information will be made in an annual report to be prepared by the President and approved by the Board.
.14 Perform such other duties as may be prescribed by law and act directly in matters not covered by specific law or policy.
.15 Evaluate the performance of the president annually.
.16 Perform a self-evaluation of Board performance annually.
3.0000 DUTIES AND RESPONSIBILITIES OF THE OFFICERS OF BOARD
3.0010 TITLES
The officers of the Board shall be a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer each of whom shall be a member of the Board.
The officers of the Board shall together constitute the Executive Committee of the Board (See Section 5.0020).
3.0020 MANNER OF ELECTION AND TERMS OF OFFICE
In accordance with the Charter, for the initial two year terms (3 positions) the Board will accept volunteers first; if three volunteers are not found, there will be an election.
In the election each trustees name will be listed (those remaining who did not volunteer) and all seven Board members will vote by secret ballot, designating two or four year terms for each remaining member, until three individual members are selected.
In the case that consensus is not reached, names will be drawn randomly from the remaining pool until three members are selected to serve a two year term.
The election of Board officers shall be held bi-annually at the first regular meeting of the Board following the appointment of new Board member(s).
The Chairperson, Vice-Chairperson, Secretary, and Treasurer of the Board shall be elected to such office by the Board for a term of two years, and shall assume office immediately upon election. These four officers of the Board shall hold office until their respective successors are elected from within the seven-person board. In case of vacancy in any office, the remaining Board members shall fill such vacancy as soon as possible.
3.0030 DUTIES AND RESPONSIBILITIES OF THE CHAIRPERSON OF THE BOARD
.01 To preside at all meetings and decide on questions of order as well as the right to vote.
.02 To appoint members and designate the chairperson of each special committee approved by the Board.
.03 To execute all contracts approved by the Board and other official documents legally requiring the signature of the chairperson of the Board, such as warrants, general obligations and revenue bonds, payroll checks, and loan agreements.
.04 To call special meetings of the Board as required.
.05 To represent the Board at meetings of the Tribal Council.
.06 To perform any other duty formally assigned by the Tribal Council or by legislative enactment.
3.0040 DUTIES AND RESPONSIBILITIES OF THE VICE-CHAIRPERSON OF THE BOARD
.01 To perform all duties of the Chairperson of the Board in the absence or disability of the Chairperson.
3.0050 DUTIES AND RESPONSIBILITIES OF THE SECRETARY OF THE BOARD
.01 To be responsible for the written notification of all concerned persons of regular and special meetings of the Board.
.02 To transmit the Board agenda and a copy of the minutes of the previous meetings to the Board and such other persons as the Board may designate and post at proper areas prior to ensuing meetings.
.03 To be responsible for recording, preparing and distributing to all members of the Board, the minutes of regular and special meetings of the Board.
.04 To have custody of the official Seal of the Corporation, to affix it to official documents and to attest the same signature.
.05 To prepare and maintain for the Board, an indexed compilation of all Bylaws and amendments thereto; and a copy of all policies of the Board and all amendments thereto, the whole of which shall be known as the Policies of the Board of Trustees of the Leech Lake Tribal College.
.06 To advise the Board of any communications which require consideration and action by the Board.
.07 To receive declarations of candidacy from candidates for the Board.
.08 To have such public notices of Board actions as may be required by statute, Bylaw or resolution of the Board.
.09 The Secretary shall have support for the accomplishment of his or her duties from the President and the administrative staff of the college so appointed by the President.
.10 To perform such other duties as may be assigned by the Board or required by law.
3.0060 DUTIES AND RESPONSIBILITIES OF THE TREASURER OF THE BOARD
.01 To consult with the President concerning the development of the annual budget of the College.
.02 To perform such other duties as may be assigned by the Board or required by law.
4.0000 DUTIES AND RESPONSIBILITIES OF THE PRESIDENT OF THE COLLEGE
The President of the College shall be the Executive Officer of the College through whom the Board carries out its program and exercises its policies. The President may delegate to subordinate officers of the College such of his/her powers, as he/she may deem desirable to be exercised under his/her supervision and direction.
Within the framework of policies adopted by the Board, the President shall exercise discretionary authority in carrying out responsibilities of the position. The President shall perform the following functions:
.01 To inform the Board of all actions taken under authority granted by it.
.02 To perform all executive functions of the Board, such as (1) prepare the agenda for Board meetings; (2) conduct official correspondence of the Board; (3) carry out its orders; (4) prepare contracts and other documents; (5) provide for the custody of all records, proceedings, and documents of the Board and assume responsibility for making them available for public inspection; (6) ensure that trustees, directors, and employees handling College funds are adequately bonded at College expense to protect the College from loss sustained through fraudulent or dishonest acts or any act of omission performed in the line of official duty, and (7) act as the authorized College representative on all grants, contracts, and cooperative agreements.
.03 To advise the Board in all areas of policy and make recommendations on all matters that affect the college before the Board takes action.
.04 To appoint or dismiss administrative personnel and academic teaching personnel of the College.
.05 To appoint, manage, supervise and discharge all employees other than administrative and academic teaching personnel.
.06 To prepare and submit to the Board an annual budget and administer the Board approved budget.
.07 To be responsible for the formulation of all reports as may be required by the Board and by local, state and national agencies.
.08 To formulate and promulgate regulations and procedures designed to implement Board policies.
.09 To represent the College to the community by interpreting the College program to the public, the press and community organizations.
.10 To execute all documents pursuant to authority granted to the President by the Board.
.11 To prepare and submit to the Board an annual report of the operation of the College, including recommendations for the immediate and long range development of the College.
.12 To serve as the official channel for all contacts between staff members and the Board.
.13 To act as the chief administrator and educational leader of the College, responsible for the organizational structure of the College and for all executive and administrative duties in connection with the operation of the College.
.14 To propose the long range plan for College programs, recommending to the Board from time to time such changes in programs and services as he/she deems desirable to fulfill the stated philosophy and goals of the College.
.15 To establish College objectives consistent with the Board approved philosophy and goals, and provide for evaluation of all personnel and programs in accordance with the stated objectives.
.16 To direct the development of the campus-building program.
.17 To participate in community college programs at the local, state, and national level by representing the College at meetings of all organizations to which the College belongs and others as approved by the Board.
.18 To review legislation providing assistance to the College and report the substance thereof to the Board.
.19 To attend all Board meetings, except when the terms of the President's employment are under consideration.
.20 To designate an administrative officer of the College to serve as acting President in the President's place and stead during absences.
.21 To perform such other duties as may be assigned or granted by the Board or required by law.
5.0000 COMMITTEES OF THE BOARD
5.0010 STANDING COMMITTEE
It shall be the general policy of the Board of Trustees to perform its work, so far as practicable, as a committee of the whole.
5.0020 EXECUTIVE COMMITTEE OF THE BOARD
The Executive Committee of the Board shall consist of the Chairperson, the Vice-Chairperson, the Secretary, and the Treasurer. The Executive Committee may exercise limited authorities of the Board when necessary to carry out the business functions of the College. The authority of the Executive Committee shall be exercised only when three of the four members of the Executive Committee meet. Any official action taken by the Executive Committee on behalf of the Board will be kept in official minutes, and presented to the full Board at their next regular or special meeting.
The Executive Committee of the Board shall be the authorized standing committee to address any personnel and employment matters.
5.0030 SPECIAL COMMITTEES
The Board will retain authority to establish standing and ad hoc committees to deal with specific issues. The Board shall assign specific tasks or purposes to such committees, and the Board shall specify the expected work product of such committees, establish a timeline for such committees, and identify the expected date upon which the work of such committees are to be presented to the Board for their consideration. Committee members and their chairperson shall be appointed by the majority of a quorum of the Board. The Board may also establish task forces or advisory boards to assist in the work of the Board on occasion. All committees shall keep records of their actions and submit the same as a recommendation for consideration and action by the Board at a regular or special meeting.
5.0040 AUDIT/FINANCE COMMITTEE
This committee will periodically review all financial, business, audit, human resources, College assets, and investment policies and recommend revisions to the Board of Trustees, as necessary. This Committee will also recommend a consistent financial reporting format for use by the Finance Office when submitting reports to the Board. In conjunction with the Chief Financial Officer, this Committee will also serve as the Board's liaison for all Audit functions, will ensure proper and necessary follow-up on Audit findings, will review draft Audits and present to the Board with recommendations for approval.
6.0000 MEETINGS OF THE BOARD
6.0010 ORGANIZATIONAL MEETING
The organizational meeting of the Board shall be held bi-annually in connection with the first regular meeting following the confirmation of new Board members. The specific business before this meeting shall be the election of officers and the determination of the regular meeting schedule of the Board.
6.0020 REGULAR MEETINGS
Regular meetings of the Board shall be held once each quarter, on a day and hour to be determined by the Board. However, a regular meeting may be set for another date and time or waived by action of the Board at any previous meeting. Meetings shall be held in a place determined by the Board.
The President or his/her designee will be present at all regular and special meetings of the Board.
.01 ATTENDANCE
Any Board member who shall miss two regular meetings over a period of one year may be recommended for dismissal by the Board, unless the Board member has submitted a written request to be excused from the regular meeting in advance and it is accepted by the Board of Trustees at the regular meeting.
6.0030 SPECIAL MEETINGS
Special meetings shall be called by the Chairperson of the Board, or upon written request of three (3) Board members or by the President when approved by the Chairperson of the Board. To the extent practicable the Secretary should receive such written requests forty-eight (48) hours in advance of any such requested meeting. Notice of the special meeting shall be posted on the Tribal College administrative notice bulletin board to include date and time.
Matters to be considered at any special meeting shall be restricted to those stated in the notice of such special meeting and for which purpose such special meeting has been called.
Board members may participate by telephone conference for special and Executive committee Meetings.
6.0040 EXECUTIVE SESSIONS
The Board may enter into an executive session at its discretion. Executive sessions may pertain to legal actions, causes of action, or litigation involving the College; lease, purchase or sale of real estate, and proceedings involving physical or mental health, scholastic probation, scholastic expulsion or scholastic graduation, and appeals related to the President. The President of the College will be present at executive sessions unless the business of the executive session directly involves the President and the Board wishes to consider the matter in the absence of the President.
6.0050 NOTICE OF MEETINGS
Board members and such other persons as the Board may designate, shall be notified in writing by the Secretary of the Board of the time, place and purposes of all regular and special meetings. Notice will be made on the College administrative bulletin board of the meeting schedule for all regular meetings of the Board. The Tribal Council shall also receive notification through written communication with the Executive Director of the Tribal Council.
6.0060 OPEN MEETINGS
All regular and special meetings are open to the public; provided however, that any topic of the meeting delineated in section 6.0040 as appropriate for executive session may be acted upon outside of the presence of the public.
6.0070 APPEARANCES BEFORE THE BOARD
The order of business of any regular meeting shall include an opportunity for the public to address the Board regarding any item of business, which is included on the agenda. Furthermore, any individual or group may petition the Board on any subject not on the agenda that lies within the Board's jurisdictional authority. The proponent of such item for the agenda shall file with the President a written request together with the question or topic for discussion or presentation at least four days prior to a regular meeting of the Board.
The Chairperson of the Board reserves the right to fix such time limits on presentations as he/she deems appropriate to the occasion and may limit the number of individuals who appear before the Board in opposition to or in support of a given issue. The Board, by majority vote, may extend such limits, as it deems appropriate. Except in emergencies, the Board shall not attempt to decide any issue before thoroughly examining and evaluating all available information any person requests the Board to consider. The President of the College shall be given an opportunity to examine and evaluate all such information and to recommend action before the Board makes a decision.
6.0080 QUORUM
A majority of the voting members of the Board shall constitute a quorum for the transaction of business at regular and special meetings. A smaller number may call the roll, record the names of absentees and adjourn to meet at a specified future time.
6.0090 REQUIRED VOTE
An affirmative vote of a majority of all Board members present at regular and special meetings shall be required for the passage of any motion, except where otherwise provided by these Bylaws. All Board members except the Chairperson must vote on every issue brought before the Board, which requires a vote unless that Board member abstains from voting because of a demonstrated conflict of interest.
The Chairperson of the Board or other presiding officer shall have the right to vote upon all questions before the Board and may engage in general discussions.
6.0100 ACTION BY RESOLUTION
Any exercise of the general powers of the Board of Trustees and as delineated in the Charter may be done by resolution at the discretion of the Board.
6.0110 ACTION BY MOTION
Generally, actions taken by the Board of Trustees will be by motion passed by majority vote at a regular or special meeting. Actions may include but are not limited to:
.01 Adoption of rules of order.
.02 Fixing and determining educational policy and curriculum of the College.
.03 Appointing and fixing the compensation and term of office of the President of the College.
.04 Adopting terms and conditions of employment of all College personnel and fixing compensation specifically or under general schedules.
.05 Establish the general terms of employment for College employees.
.06 Fixing and determining tuition rates and other fees.
.07 Entering into contracts and agreements.
.08 Any proceedings for eminent domain.
.09 Establishment of policy.
.10 Appointment of special committees.
6.0120 ACTION WITHOUT FORMAL MEETING
Any action required or permitted to be taken by the Board or any committee in any extreme emergency thereof may be taken without formal meeting. Meeting may be conducted by the best available means, as the Board members shall decide. However, a written consent setting forth the action so taken and signed by all of the members of the Board or Executive Committee, as the case may be, must be filed with the minutes of the proceedings of the Board or Executive Committee.
6.0130 AGENDA
The President shall prepare the agenda and its contents presented by him/her for Board consideration at each meeting. The Board may amend the agenda and will formally adopt an agenda at each meeting of the Board.
6.0140 ORDER OF BUSINESS
The Board will set the order of business of the Board.
6.0150 MINUTES OF MEETING
Minutes of regular and special meetings are public records. The Minute Book, a permanent record of all College Board action, shall be open to inspection by any citizen of the community and shall be kept on file at the College office as a permanent official record of all transactions of the Board.
The minutes shall record the name of the member making a motion, the name of the member seconding it, and the vote. The voting shall be voice except that a roll call may be required for resolutions and all other questions whenever requested by a member. A member may also have the reasons for his/her vote recorded in the minutes if he/she so requests at the time of voting.
7.0000 MISCELLANEOUS BYLAWS OF THE BOARD
7.0010 ADOPTION OF POLICY
No matter of policy shall be submitted to the Board for approval or placed on a regular or special meeting agenda for action by the Board unless it has been presented in writing at a previous regular meeting of the Board. This rule may be waived only by the unanimous consent of those Board members present and voting at the meeting when any such proposed action is contemplated.
The adoption of policy requires the affirmative vote of a majority of a quorum of the Board.
7.0020 PARLIAMENTARY AUTHORITY
Except as they may be in conflict with the Bylaws heretofore set forth, Robert's Rules of Order, Newly Revised shall constitute the parliamentary authority of the Board of Trustees.
7.0030 AMENDMENTS OF BYLAWS
These Bylaws, or any part or parts thereof, may be revised, repealed or amended by an affirmative vote of a quorum of the Board at any regular meeting of the Board duly convened, provided, however, that the proposed amendment shall have been presented in writing at the previous regular meeting of the Board.
7.0040 HONORARY DEGREE POLICY
In the name of the Leech Lake Tribal College, the Board of Trustees may award honorary one and two year degrees. Recommendations for an honorary degree can be made by the President, or by members of the Board of Trustees for approval by the Board of Trustees. No announcement shall be made to any person under consideration until the Board has acted. The selection criteria shall be as follows:
.01 The candidate should have had an association with the college.
.02 The candidate must have achieved a level of distinction which would merit comparable recognition in the candidate's profession or area of excellence by other institutions of higher learning.
.03 The reputation of the candidate should reflect favorably on the Board, the Leech Lake Tribal College, and the Leech Lake Band of Ojibwe.
7.0050 BOARD CODE OF ETHICS
All Board members will be required to sign and abide by a "Code of Ethics."
7.0060 STATEMENT OF NON-DISCRIMINATION
Leech Lake Tribal College admits students of any race, color, national
And ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the college. It does not discriminate on the basis of race, color, national or ethnic origin in administration of its educational policies, scholarship and loan programs, and athletic and other college-administered programs.
8.0000 CONFLICT OF INTEREST
All Board members should avoid even the appearance of a conflict of interest. All Board members shall disclose to the Board any possible conflict of interest at the earliest possible time, and shall sign a "Conflict of Interest" disclosure statement at the time of assuming membership upon the Board of Trustees, declaring any potential conflict of interest known at that time. No Board member shall vote on any matter under consideration at a Board or Committee meeting, which entails such conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Board member having a conflict of interest abstained from voting. Any Board member who is uncertain whether or not he/she has a conflict of interest in any matter may request the Board or Committee to determine whether or not a conflict of interest exists, and the Board or Committee shall resolve the issue by majority vote. A Board member shall be considered to have a conflict of interest if:
1. such Board Member has an existing or potential financial interest, which might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his/her responsibilities to the college.
2. such Board Member is aware that a member of his/her family (which for the purposes of the paragraph shall be a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the Board member) has an existing or potential financial interest which might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his/her responsibilities to the college.
Approved on April 21, 2007
Yvonne Wilson, Chairperson
Leech Lake Tribal College
Board of Trustees
Lenore Barsness, Secretary
Leech Lake Tribal College
Board of Trustees
