Bylaws
- Title: Bylaws
- Officer Responsible: Board Chair
- Related Laws: Michigan Community College Act and Open Meeting Act
- HLC Criterion: 2A
Bylaw Statement
The Board shall comply with all statutory requirements related to provisions of Board authority, membership, officer selection, and the administration of its bylaws.
Article I. Authority
Section 1. Board Authority. The Board operates under the authority granted in the Michigan Community College Act, MCL 389.1 et seq., Public Act 331 of 1966, as amended. Trustees accept all legal responsibilities and regulations associated with this Act. All business conducted by the Board shall be in conformance with current Michigan statutes.
Article II. Trustees
Section 1. Trustee Qualifications. Candidates for election to the Board must be a resident elector in the Oakland Community College District and eighteen (18) years of age or older at the time of his or her election or appointment. If a Trustee ceases to reside in the Community College District during the Trustee’s term of office, the Trustee must resign from service.
Section 2. Number of Trustees. Seven (7) Trustees shall be elected at large from the territory included in the Oakland Community College District.
Section 3. Term of Office. The term of office for Trustees shall be six (6) years.
Section 4. Election of Trustees. Elections of Trustees shall be held biannually on the general November election date
(the November election date in even numbered years), in the manner as prescribed by
law. The Oakland County Clerk shall serve as the Election Coordinator for the College
and shall receive all filing fees or nominating petitions and affidavits of identity
from candidates and shall certify candidates. In such capacity, the County Clerk shall
also canvass the election, certify results and mail Certificates of Election.
Section 5. Installation. All Trustees shall be required to file with the designated administrative support
to the Board prior to assuming office, all forms prescribed by law. Trustees shall
also be required to take and subscribe to the Oath of Office as prescribed by law
and file the Oath of Office with the designated administrative support to the Board,
prior to assuming office.
Section 6. Trustee Orientation. Any newly elected Trustee must complete an orientation as determined by the Board.
Section 7. Trustee Vacancy
- The office of a member of the Board of Trustees shall become vacant immediately without
declaration of any officer or any acceptance of the Board of Trustees or its members,
upon the death of the incumbent, or their being adjudicated insane or being found
to be mentally incompetent by the proper court; their resignation; their removal from
office; their conviction of a felony; their election or appointment being declared
void by a competent tribunal; their refusal or neglect to file their acceptance of
office, or their refusal or neglect to take and subscribe to the constitutional oath
of office and deposit the same in the manner and within the time prescribed by law;
their ceasing to possess the legal qualifications for holding office including their
residence qualification. Resignations shall be in writing and delivered electronically,
via U.S. mail, or in person to the Board Chair. Resignations shall be effective immediately
upon delivery and may not be withdrawn.
- Whenever a vacancy occurs, the remaining members of the Board, by majority vote shall
fill the vacancy with a qualified elector of the Community College District within
thirty (30) days of the occurrence of a vacancy or other time frame as prescribed
by law. The vacated or incumbent Trustee shall not be entitled to vote under any circumstances.
All deliberations towards and selection decisions shall take place at a properly noticed
public Board Meeting(s) at which a quorum is present and held in accordance with the
Michigan Open Meetings Act.
- Within three (3) days after the appointment to fill a vacancy, the designated administrative
support to the Board shall provide written notice of the appointment to the County
Clerk. Notice shall include the name, address, and office of the person who has vacated
and the name of the person filling the vacancy.
- The appointed Trustee begins serving as a Trustee immediately after being appointed
by the Board.
- The appointed Trustee shall fill the general board member seat created by the vacancy
but not any office held by the vacating Vacant officer positions are filled under
Bylaw Article III Section. 5 Vacancies of Officers.
- The appointed Trustee shall hold the general office of Trustee only until the next regular Community College District election at which time the electors of the Community College District shall fill the office for the unexpired portion of the term.
Section 8. Compensation. Trustees shall not directly or indirectly receive compensation or remuneration for services rendered to the College. Furthermore, Trustees shall not use their status as a Trustee to derive personal profit or gain. However, Trustees may be reimbursed for expenses authorized by Board policy. [Reference to Michigan statute]
Section 9. Indemnification. The College shall indemnify and defend its current and former Trustees, employees and authorized volunteers from and against certain civil claims of alleged wrongdoing arising out of the performance of their duties and within the scope of their authority. The College shall assume financial responsibility for costs and expenses associated with the defense or resolution of such claims and all judgements and settlements as long as eligibility criteria are met and applicable procedures are followed as per the Indemnity Policy.
The College shall maintain appropriate insurance to cover this obligation adequately.
Article III. Board Officers
Section 1. Officer Positions. Board officers shall be Board Chair and Vice Chair. Board officers must be duly elected
Trustees.
Section 2. Duties of Officers. The duties of the Board Officers shall be those as determined by the Board.
Section 3. Election of Officers. Board officers shall be nominated and elected at the Board’s organizational meeting.
Officers shall be elected by a majority vote of the Trustees. Board officers shall
assume office immediately upon election and shall hold office until the election of
a qualified successor.
Section 4. Term of Office. Each Board officer shall be elected for a term of two (2) years or a shorter term
as determined by the Board. A Board officer may be re-elected to a successive term
of office.
Section 5. Vacancy of Officers. In the event of a vacancy of a Board officer, the Board shall fill the vacancy from
among its members at the same meeting at which the vacancy occurs or at the next regularly
scheduled meeting.
Section 6. Removal of Officers. Any Board officer may be removed by resolution of a majority of the Board at a regular
Board meeting. The resolution for removal of a Board officer shall appear on the Agenda.
Article IV. Meetings
Section 1. Compliance with the Open Meetings Act. Meetings of the Board shall comply with the Michigan Open Meetings Act (MCL 15.261
et seq.) and be open to the public and in a place available to the public. All decisions
and deliberations of the Board constituting a quorum shall take place at a meeting
open to the public except when the Board meets in closed session as permitted by the
Michigan Open Meetings Act.
As permitted by the Michigan Open Meetings Act, the Board may conduct a regular meeting,
closed meeting, special meeting, or an emergency meeting.
Section 2. Definitions.
- Meeting – Convening of the Board, at which a quorum is present, for the purpose of
deliberating toward or rendering a decision.
- Decision – A determination, action, vote or disposition upon a motion, proposal, recommendation,
resolution, order, ordinance, bill, or measure on which a vote by the Board is required.
- Deliberating – Exchanging affirmative and opposing views, debating, or engaging in
a discussion about a matter.
- Regular Meeting – A meeting that appears on the Board’s annual schedule of meetings.
- Closed Session – A meeting or part of a meeting that is closed to the public. The
terms closed meeting and executive session are synonymous with closed session.
- Special Meeting –A meeting which does not appear on the Board’s annual schedule of
meetings, called for the purpose of deliberating on Board-related issues, which may
include workshops, study sessions, retreats, or any other gathering that involves
a quorum of the Board.
- Emergency Meeting – A meeting which does not appear on the Board’s annual schedule
of meetings, called for the purpose of deliberating on a severe and imminent threat
to the health, safety, or welfare of the College.
- Organizational Meeting – The first scheduled meeting of the Board in January following
the date of the regular community college election.
- Legal Meeting – Any meeting that has been noticed and convened in accordance with
the Michigan Open Meetings Act and at which a quorum is present.
- Board Committee Meeting – Any meeting in which less than a quorum of Trustees is present and the purpose of the committee is authorized by the Board.
Section 3. Bylaws Applicable to All Meetings. For all Board meetings, the following bylaws apply:
- All Board meetings shall be held within the Oakland Community College District at
a location accessible to the public.
- Attendance – Trustees must attend a meeting in person to participate unless otherwise
permitted by the American Disabilities Act or other legislation. Proxies are prohibited.
- Individuals and groups may attend any regular, special, or emergency Board meeting.
They may address the Board during the section of the agenda designated as Public Comments.
- Public comments shall allow three (3) minutes to each individual or group given the
floor by the Board Chair.
- Persons attending a meeting may record or broadcast live proceedings of a public meeting
in accordance with reasonable rules and regulations as determined from time to time
by the Board designed to minimize the possibility of disrupting a meeting or obstructing
the view or audibility of other members of the public in attendance.
- A majority of the entire membership of the Board shall constitute the required quorum
to do business at all meetings of the No act of the Board is valid unless voted at
a legal meeting by a majority of the Board unless a super majority is required by
statute or contract The outcome must be recorded in the minutes.
- The Board is responsible for preparation of meeting agendas, posting of all legal
notices, recording of minutes, and maintenance of records of all meetings for which
the Board shall avail itself of the necessary administrative support. Administrative
support may also include assistance with meeting coordination activities.
- The Board shall use the most current edition of Robert’s Rules of Order Newly Revised as a general guide for conducting its meetings.
- A meeting notice must, at minimum, contain the College’s name, address, phone number,
date, time, and place for each meeting. In addition, a statement indicating where
official minutes of the Board are stored and available for inspection must be included.
ament must also include the Americans with Disabilities Act required notice specifying
how an individual with a disability wishing to attend or participate in a Board meeting
can secure the auxiliary aid or service necessary for their attendance.
- The Michigan Open Meetings Act requires the keeping of minutes for all Minutes must
contain all of the following:
i. The date, location and start time of the meeting
ii. Names of the Trustees present and absent.
iii A record of motions and decisions made at the meeting and a record of all roll call votes.
iv. Purpose of a closed session, if applicable.
v. Corrections to previous minutes, if applicable.
vi. Time of adjournment.
vii. As applicable, a record of approval of the minutes of the previous meeting.
Except for minutes taken during a closed session, all minutes are considered public records, open for public inspection, posted on the College website and must be available for review at the College. Copies of the minutes shall be available to the public at the reasonable estimated cost for printing and copying.
In the event the Board votes to go into closed session, the purpose(s) for calling a closed session shall be recorded in the minutes of the meeting at which the vote is taken. -
All communications between and among Trustees related to College business are subject to the Michigan Open Meetings Act (OMA). In addition, electronic devices, including personal electronic devices, cannot be used to circumvent OMA. Electronic communications cannot be used for the purpose of deliberating about or making a decision. This would include sequential communications forwarded to or among Trustees with respect to deliberations, opinions or matters that could result in a Board decision. Electronic communications include email, texting, messaging applications, and all forms of social networking. These stipulations apply before, during, and after a Board meeting.
Section 4. Bylaws Unique to Regular and Special Meetings. The following bylaws also apply to Regular and Special Meetings.:
- A schedule of regular meetings shall be adopted by the Board at a meeting in the fall
prior to the new calendar year. The schedule shall be posted publicly after it is
adopted.
- All meeting notices shall be posted at least eighteen (18) hours prior to the start
of each scheduled meeting and shall be posted on the College website.
- All meeting notices shall be posted at least eighteen (18) hours prior to the start
of the meeting at the Auburn Hills Campus, the College’s official address, and on
the College’s website.
- Any intentional change to the regular meeting schedule shall be posted at least three
(3) days after the meeting in which the schedule change is made.
- The Board Chair shall prepare an agenda for each Board meeting. Meeting agendas shall
be provided to the Trustees electronically. Generally, the agenda and materials supporting
decision items on the agenda shall be provided to each Trustee at least one (1) week
prior to the day of a regular meeting. Trustees may make a request to the Board Chair
48 hours in advance of the start of the meeting that items related to Board policy
be placed on the agenda. The agenda may be modified during the acceptance of a majority
vote of the Trustees in attendance at the regular meeting.
- The Board shall conduct an organizational meeting biannually following the regular
community college election cycle as part of its first scheduled meeting in January.
Prior to conducting normal business, the Board shall elect Board officers and determine
Board committee memberships,.
The organizational meeting shall be called to order by the Board Chair of the preceding Board, who shall serve as the presiding Board Chair until the election of a new Board Chair. If the preceding Board Chair is no longer a member of the Board, the Vice Chair shall serve as the presiding Board Chair until the election of a new Board Chair. If the preceding Board Chair and Vice Chair are no longer members of the Board the Board shall select from among the members present a member to serve as the presiding Board Chair until the election of a new Board Chair. - Any meeting of the Board may be recessed to a specific time and place. Only items
on the agenda of the recessed meeting may be acted upon at the time the meeting is
reconvened. If the meeting is recessed for more than thirty-six (36) hours, then advance
notice of at least eighteen (18) hours must be posted prior to reconvening the meeting.
- Regular meetings of the Board may be audio or video recorded and posted on the College
website.
- Any regular meeting of the Board may be cancelled at any time by the Board Chair unless
the agenda for the regular meeting includes an action item that cannot be effectively
addressed at the next regularly scheduled Board meeting or for any purpose prohibited
by the Michigan Open Meetings Act.
Notice of cancellation shall be provided to Trustees whenever possible at least 24 hours prior to the regularly scheduled meeting. This notice shall be delivered electronically in a manner consistent with regular Board communication
Public notice of cancellation shall be posted in the same manner as notices for a regularly scheduled meeting as soon as possible after the decision to cancel has been made.
Section 5. Bylaws Unique to Special Board Meetings
- A special meeting can be scheduled at any legal Board meeting.
- A special meeting can be scheduled by the Board Chair at any time. Trustee requests
for a special meeting shall be directed to the Board Chair who shall decide whether
the Special Meeting should be scheduled. If the Board Chair decides that a special
meeting is not warranted the Trustee may submit a motion to schedule a special meeting
at the next regularly scheduled Board meeting.
- All Trustees shall be given at least twenty-four (24) hours’ notice prior to the start
of a special meeting. This notice will be delivered electronically in a manner consistent
with all Board communication.
- All special meetings of the Board may be recorded (video or audio) as determined by the Board Chair. If it is determined that a special Board meeting is to be recorded, the recording shall be posted in an easily located position on the College website.
Section 6. Bylaws Unique to Emergency Board Meetings
- If two-thirds of the Trustees agree that an emergency meeting is required and delaying
the meeting for the purpose of providing notice would be detrimental to efforts to
respond to the emergency, then eighteen (18) hours’ prior notice to the public shall
not be required. In this situation, print copies of the public notice shall be provided
to all attendees at the meeting and, additionally, must specify the circumstances
that necessitated the emergency meeting. This notice shall be posted on the College
website, as soon as feasible.
- The Board shall notify the Oakland County Board of Commissioners within forty-eight (48) hours after the emergency meeting ends that an emergency meeting with less than eighteen (18) hours’ public notice has taken place and provide them with a copy of the official meeting notice.
Section 7. Bylaws Unique to Closed Session Meetings
- The Board can enter into a closed session for purposes identified in the Michigan
Open Meeting Act. A majority roll call vote of Trustees at a legal open meeting is
required. The following specific situations require a two-thirds roll call vote:
i. Consideration of the purchase or lease of property up to the time an option to purchase or lease that real property is obtained.
ii. Consultation with an attorney on pending litigation when consultation with counsel in an open meeting would have a detrimental financial effect on the litigation or settlement position of the College.
iii. Review and consideration of job applications for CEO when candidates request confidentiality (all interviews, however, shall be held in an open meeting).
iv. Consideration of material exempt from disclosure under another statute. - Minutes for closed sessions must be recorded and retained separate from the minutes of regular or special meetings. Closed session minutes shall not be available for public inspection and shall only be disclosed if required by law. These minutes shall be maintained by the CEO and kept as confidential documents. In the event the minutes pertain to a meeting from which the CEO was excluded, the Board Chair shall maintain the minutes. These minutes may be destroyed one year and one day (366 days) after approval of the minutes of the regular meeting at which the closed session was approved..
Section 8. Board Committee Meetings. Board committees shall serve in an advisory capacity only. Board Committees shall not make any decisions.
Change Log
| Date of Change | Description of Change | Responsible Party |
| 4/17/2018 | Adopted 4/17/2018, to become effective 7/1/2018 | Board of Trustees |
| 7/1/2018 | Effective date; supersedes any previously existing bylaws on the same subject matter. |
Board of Trustees |
| 8/3/2018 | Changed - Calendar – Schedule of regular meetings shall be adopted by the Board at
the August meeting. |
Board of Trustees |
| 1/11/2022 | Revised Article II. 7. Trustee Vacancy; addition of Article IV. Section 4(i). |
Board of Trustees |
| Updated to current location for meeting notice posting. | Board of Trustees |
