Article IV — Organization, Procedure, & Activities of the Board of Directors

ARTICLE IV

ORGANIZATION, PROCEDURE AND ACTIVITIES OF THE BOARD OF DIRECTORS

A.  GOVERNING BOARD: The care, management, and control shall be vested in a Board of Directors composed of not less than 6 nor more than 15 members, number to be determined by the Board.

The majority of the members of the Board of Directors shall be current members of school boards of districts which are full members of the NWSC.

If a Board Member misses three (3) consecutive meetings without valid excuses, he/she will be removed from the board and a vacancy declared. Valid reasons of absence are: local governing board meetings, illness, vacations, emergencies, and other reasons approved by the board. The executive director or the chairman of the board shall be notified prior to the meeting whenever possible.

Any CCOGNNWSC Board Members shall also serve on the CCOGA Advisory Council to the NWSC Board. The CCOGA Advisory Council shall establish its own rules in nominating qualified CCOGA members to the NWSC Board.

B.  TERMS: Board Members are elected or named to four (4) year terms effective January 1, 2004. Elections shall occur, in alternate years, after the first Tuesday in November, but not later than December 1st\ beginning in 2003, and thereafter occurring in odd numbered years only.

Should a NWSC Board Member not file for re-election to their local Board or be defeated in their local Board election, they will be allowed to complete their term of office. The Board may not appoint these members to another term for a period of one (1) year.

Should a vacancy on the Board occur as a result of an unexpired term, that vacancy may be filled by appointment by the Board of Directors until such vacancy can be filled at the next annual election.

The Board shall announce to its membership in situations when the Board plans to fill by appointment any vacant Board position. Appointed Board Members shall not serve more than two (2) consecutive terms.

C.     ELECTIONS: Election to the Board of Directors shall be by vote of all school board members of full membership districts. Each school board member shall have one vote. The remaining board members may be representatives at-large appointed by the Board of Directors or elected as representatives by other participating agencies such as cities, counties or other governmental units in a manner which shall be determined by the Board of Directors.

Nomination papers on behalf of a candidate for school board members of Board of Directors of the NWSC shall be filed with the regional Director not more than forty-five days, nor less than twenty days prior to the election at which a member is to be elected. Each candidate shall be nominated by a petition signed by a majority of a member school board, or elected governmental body; petition shall identify the district from which a candidate is to be elected, the name of the candidate, that he/she is a resident of the named area and a brief resume’ of the candidate’s background and experiences. A vacancy on the board which results in an unexpired term shall be filled by appointment by the Board of Directors until such a vacancy can be filled at the next annual election.

Currently elected board members whose service cooperative board term expires will be placed on the ballot for re-election. Board members who are not interested in being nominated for re-election will submit a letter to that fact prior to the ballots being printed.

The Board of Directors of the regional service area shall cause to be printed the ballots for election of members of such board, and not later than 10 days before the election shall deliver to the superintendents of the member school districts a sufficient number of ballots for use by the school board members of the districts. The ballots shall be printed in a form conforming to state laws concerning the election of school board members.

In accordance with the number of school board member vacancies, the election will take place as follows;

1)     Election Calendar: Prior to November 1 of each odd numbered year, the Board of Directors shall adopt an official election calendar detailing filing timelines, election timelines, terms vacant for said election, and other pertinent information.

2)      Ballots for school board members: The Board of Directors of the NWSC regional service agency shall cause to be printed the ballots for election of members of such boards and not later than 25 days before the election shall deliver to the Superintendents of the member school districts a sufficient number of ballots for use by each school board member. Write-in provisions on the ballot will equal the number of director vacancies for qualifying member’s names. The ballots shall be printed in a form conforming to state laws concerning the election of governing board members.

D.   ANNUAL ORGANIZATION MEETING: The Board of Directors of NWSC shall meet and organize at the regular annual meeting in January of each year. At this meeting, the Board of Directors shall select its officers and conduct any other necessary organizational business such as designating the official depositories, setting the monthly meeting date, time, location, etc. The offices to be annually filled shall be those of Chair, Vice-Chair, Clerk and Treasurer. No two (2) officers shall be from the same membership governmental unit. Members of the NWSC Board will have the same public liability as members of independent school boards or other elected governmental officials. The Board of Directors must hold at least this annual meeting in the month of January to conduct business of the joint powers NWSC governmental body.

E.    OFFICERS OF THE BOARD: The Officers of the Board of Directors shall be a Chair, Vice-Chair, Clerk and Treasurer. The duties of the Officers are specified in these By-Laws.

1)      Chair: The duties of the Chair are as follows:

a)    Preside at all meetings of the Board of Directors.

b)    Appoint subcommittees of the Board and may serve as a member ex-officio of all committees.

c)     Sign contracts and agreements requiring approval by the Board of Directors.

d)    Represent the Board of Directors in all matters.

e)     Perform such other duties as may be assigned by the Board of Directors or by action of the membership in general session.

2)       Vice-Chair: The duties of the Vice-Chair are as follows:

a)     Discharge such functions as may be assigned him/her by the Chair or by the Board of Directors.

b)    Discharge the duties of the Chair in the event of his/her absence or disability.

3)       Clerk: The duties of the Clerk are as follows:

a)     Record the minutes of the Board of Director’s meetings and regular and special meetings of the membership and direct distribution of minutes to members of the Cooperative.

b)    Present the minutes of the previous meeting for approval at each regular and special Board of Director’s meetings.

c)     Direct and inspect all records and reports required of the Clerk which shall be prepared by the staff as directed by the Board of Directors.

d)    Undertake such other duties as may be assigned by the Board of Directors.

4)      Treasurer: The duties of the Treasurer are as follows:

a)     Direct and inspect all records and reports required of the Treasurer.

b)    Sign all orders approved by the Board of Directors thereby converting the orders into checks.

c)     Review the financial records of the Cooperative monthly.

d)    Undertake such other duties as may be assigned by the Board of Directors.

F.     EX-OFFICIO BOARD MEMBERS: The NWSC Board, at its discretion, may appoint two (2) member superintendents of schools as ex-officio, non-voting advisory members to the Board to serve four (4) year staggered terms effective January, 2005. In situations where the Board is naming two ex-officio advisory members, attempts should be made for equal representations from Service Cooperative Region 1 and Region 2 governance areas. The Board may also name an alternate, four (4) year term, ex-officio advisory member for instances of known upcoming meeting absences of either of the two named ex-officio governing board members.

G.   DUTIES AND POWERS OF THE BOARD: The Board of Directors shall have authority to maintain and operate the NWSC. Subject to the availability of necessary resources . Included among the powers and duties of this Governing Board are:

1)      Authorization: The Board of Directors shall exercise all powers and carry out all duties delegated to it by members under provisions of the Service Cooperative statutes and shall exercise all powers and carry out all duties delegated to it by delineation of these bylaws. The NWSC Board of Directors shall be governed, when not otherwise provided, by current applicable laws of the State of Minnesota.

2)       Annual Plan: Service Cooperative program and services annual planning process. The plan shall identify the programs and services that are suggested for implementation by the NWSC during the upcoming year. The plan shall contain components of long-range planning determined by this agency. The programs and services may include, but are not limited to, the following areas: Administrative Services, Curriculum Development, Data Processing, Distance Leaming & Other Telecommunication Services, Evaluation & Research, Staff Development, Media & Technology Centers, Publications & Dissemination of Materials, Pupil Personnel Services, Planning, Secondary/ Post-Secondary/ Community/Adult Vocational Education, Teaching & Learning Services including Services for Students with Special Talents and Needs, Employee Personnel Services, Vocational Rehabilitation, Health/Diagnostic, plus Child Development  Services & Centers, Early Childhood & Family Education, Community Services, Shared Time Programs, Fiscal Services & Risk Management Programs, Technology Planning, Training & Support Services, Health & Safety Services, Student Academic Challenges, Cooperative Purchasing, and Programs & Services requested by the membership. The NWSC shall, to the extent possible, make technical assistance for long-range planning available to school districts upon request and shall establish a common database for local and regional decision making.

3)      Annual Evaluation: The Board of Directors shall submit an Annual Evaluation Report of the effectiveness of programs and services to its members by September 1 of each year following the previous June 30 in which the programs and services were provided.

4)      Annual Plan Distribution: The Board of Directors shall submit to each participating member, by June 1 of each year, an Annual Plan which describes the objectives and procedures proposed to be implemented. The plan seeks to identify areas the NWSC can assist members in resolving issues the members face in this Service Cooperative region.

5)      Property and Assets: Any property acquired by the NWSC Board is public property to be used for essential public and governmental purposes which shall be exempt from all taxes and special assessments levied by a city, county, state, or political subdivision thereof.

6)      Facilities: The Board of Directors shall have the authority to provide adequate office, service center, and administrative facility by lease, purchase, gift, or otherwise.

7)      Spending of Funds: As a public corporation, the Board of Directors may make application for, accept and expend, private, state, and federal funds that are available for programs of benefit for this agency and its members.

8)      Executive Director: The Board of Directors shall employ an Executive Director along with such number of special project coordinators/supervisors as may be deemed necessary. The Board of Directors shall also fix the salary and conditions of employment of such employees, which may include reasonable and necessary expenses, vacations and sick leave time. The Board of Directors may designate one project supervisor to assist the Director during the absence or disability of the Executive Director and to act as Interim Director in any vacancy in the office of Executive Director.  The Executive Director shall, under the direction of the Board of Directors, exercise the following power and duties:

a)     Act as executive officer of the Board of Directors.

b)    Preside at the annual organizational meeting of the Board of Directors.

c)     Prepares and presents agendas for Board of Director meetings regarding agency business to be acted upon by the Board of Directors.

d)    Attend all regular and special meetings of the Board of Directors, when so requested by the Board of Directors, and advise the Board of Directors on all questions and considerations.

e)     Serve as Ex-Officio member on all advisory committees or councils appointed by the Board.

f)     Acts on behalf of the Governing Board as the custodian of records, reports, documents, correspondence, educational equipment and supplies and other property and maintain inventories and records.

g)    Makes financial records of the Board available at all times and submit them annually for audit.

h)    Prepare and submit an itemized budget for approval by the Board.

i)      Promotes, through meetings and conferences with other governmental units, teachers, parents, and the public generally, by distribution of pamphlets, bulletins and other materials, an active interest in all desirable types of public education, and suggests needed changes and improvements identified by member schools.