GOVERNANCE 1988 By-Laws of PMSS

Pine Mountain Settlement School
Series 02: GOVERNANCE
By-Laws of Pine Mountain Settlement School
Adopted October 8, 1988

Board of Trustees, Pine Mountain Settlement School. [X_100_workers_2659_mod.jpg]

TAGS: 1988 By-Laws of Pine Mountain Settlement School, governance, PMSS Board of Trustees, institutional documents, Berea College, honorary trustees, Board of Trustees officers, Executive Committee, Advisory Council, by-law amendments

GOVERNANCE 1988 By-Laws of PMSS

TRANSCRIPTION

[Note: Typographical errors on the original document have been edited during transcription.]

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BY-LAWS
PINE MOUNTAIN SETTLEMENT SCHOOL
PINE MOUNTAIN, KENTUCKY

(Adopted October 8, 1988)

ARTICLE I – BOARD OF TRUSTEES

Members:
The Board of Trustees shall consist of no fewer than 15 and no more than 25 members, at least a majority of whom shall be residents of the Commonwealth of Kentucky. At least 4 members of the Board shall be persons who are Trustees, officers, faculty or staff of Berea College. Two members of the Board shall be elected from persons nominated by the Association of Pine Mountain School Alumni and Friends.

Terms:
The Board of Trustees shall be a self-perpetuating body and shall elect members to fill any vacancies which may occur. Trustees may be elected by the Board at any regular meeting of the Board provided all trustees have been given written notice at least 10 days in advance of the meeting of the name of any new candidate to be proposed for election. Trustees shall be elected for terms of three years, such terms to commence immediately upon election. The terms of Trustees formally connected to Berea College shall be overlapping, not concurrent. The terms of Trustees formally connected to the Association of Pine Mountain School Alumni and Friends shall be overlapping, not concurrent. Any Trustee may be reelected by the Board.

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Meetings:
The Board of Trustees shall meet twice each year, in the Spring and in the Fall, at a date determined by the Board at the last preceding regular meeting. These two regular meetings shall be held at Pine Mountain Settlement School. Additional meetings may be held at any time and place at the call of the President. A majority of the members shall constitute a quorum for transacting all business. Board meetings shall be attended by members of the Board of Trustees, the Director and such other persons as the Board of Trustees may from time to time require to assist it with its duties. Executive sessions of the Board of Trustees shall be attended by elected Trustees and such other persons as the Board of Trustees may require to assist it with its duties.

Absence of a Trustee from two successive meetings of the Board, without explanation in advance to the Secretary of the Board, shall operate as a resignation of membership as a Trustee.

Honorary Trustees:
The Board may name Honorary Trustees who are eligible to attend all regular and call meetings, without vote. Honorary Trustees are not included in the size limitation of the Board and are not subject to restrictions of attendance, residence or concurrent appointment on the Advisory Council.

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ARTICLE II – OFFICERS OF THE BOARD OF TRUSTEES

The officers of the Board of Trustees shall be elected by the Trustees from among their members. The officers shall be the President, the Vice-President, the Secretary and the Treasurer. The officers shall be elected for one-year terms at the Spring meeting. Interim vacancies may be filled by vote of the Executive Committee following a poll of all Trustees. Any officer so elected shall serve for the remainder of that term. Elected officers shall serve until their respective successors are elected. Any officer may be reelected.

President:
The President of the Board of Trustees shall preside at all meetings of the Board of Trustees, the Executive Committee and joint meetings of the Board of Trustees and the Advisory Council, and call meetings of each or all of said bodies for such times and places and for the consideration of such subjects as the President and/or the Executive Committee deem proper; report to the Board of Trustees from time to time such measures and matters as the President deems beneficial; appoint such committees as may be necessary to effectively carry out the work of the institution; and consult and advise on a regular basis with the Director of Pine Mountain Settlement School.

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Vice-President:
The Vice-President of the Board of Trustees shall perform the duties of the President when the latter is absent or unable to act, or when there is a vacancy in the office of President.

Secretary:
The Secretary shall keep accurate minutes of the proceedings of the Board of Trustees, of the Executive Committee, and of joint meetings of the Board and the Advisory Council and shall record and preserve the minutes and attest them when finally adopted. The Secretary shall attest copies of minutes or any other officially adopted documents or records of the Board of Trustees. The Secretary shall issue all calls for meetings and shall notify all officers and trustees of their election and shall attend to such correspondence and to such other duties as may be incidental to the office or may properly be assigned by the Board of Trustees or the Executive Committee.

Treasurer:
The Treasurer of the Pine Mountain Settlement School is authorized to receive, collect, and receipt for any and all moneys and property that may be due or payable to the Pine Mountain Settlement School; to endorse certificates of stock. and/or other securities registered in the school’s name and to surrender it for transfer or cancellation upon receipt of the proceeds thereof; to open accounts in the name of Pine Mountain Settlement School in any depository and to withdraw funds therefrom by check signed by the Treasurer, as Treasurer of the…

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…school; and in general, to invest the funds, sell the securities, and transact any and all fiscal business pertaining to the management and operation of the corporation known as the Pine Mountain Settlement School as fully as if authorized in each and every separate instance by the Board of Trustees to do so. The Treasurer shall be authorized to cash quasi-endowment funds for current purposes only by official action of the Board of Trustees or in an emergency by action of the Executive Committee. An annual audit of the Treasurer’s and the school’s accounts shall be made and presented to the Board at its annual Fall meeting. The Treasurer shall designate which of these functions may be carried out by the Director. The fiscal year of Pine Mountain Settlement School shall begin on July 1 and end on June 30.

Executive Committee:
The Board shall annually constitute an Executive Committee of three members from among the President, Vice-President, Secretary and Treasurer. In the intervals between meetings of the Board, the Executive Committee, or a majority thereof, shall possess and exercise all the powers of the Board of Trustees, but the actions of the Executive Committee shall be reported to the full Board of Trustees through circulation of the minutes promptly following Executive Committee meetings and at the next immediate regular or called meeting of the Board and shall at all times be subject to revision and control by the Board.

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ARTICLE III — THE DIRECTOR

The Board of Trustees shall appoint and employ the Director of the Pine Mountain Settlement School. The Director shall be appointed annually for a period of three years; thereafter, the Director may be appointed for three-year periods. The Board of Trustees and the Director each shall have the right to cancel the Director’s appointment upon six month’s notice or at any time for cause.

The Director shall consult regularly with the President of the Board and shall inform and advise the Board of Trustees on matters of significance to Pine Mountain Settlement School. The Director shall maintain and seek to increase the number of friends who will provide financial and other support for the institution. The Director also shall keep the members of the Advisory Council informed concerning developments at Pine Mountain Settlement School.

The Director shall carry out the policies established by the Board, conduct the general work of the institution, hire and organize its staff and employees and make its contacts with other organizations, institutions and individuals. The Director shall report to the President of the Board and to the Board of Trustees the progress of the work and request in advance the Board’s approval for any changes in Board established policy. The…

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The Director shall present at the annual Spring meeting of the Board of Trustees the proposed budget for the ensuing fiscal year. A financial report of the previous fiscal year shall be made at the Fall meeting, and the Director shall make a complete annual report at that meeting of the work of the past year. The Director shall employ such staff and employees as are necessary to conduct the work of Pine Mountain Settlement School as determined by the policies adopted by the Board of Trustees. The Director shall notify the Executive Committee within 10 days of all hiring and promotion decisions and the salary and wages attendant to the position.

ARTICLE IV — THE ADVISORY COUNCIL

There shall be an Advisory Council comprised of not fewer than 15 nor more than 30 persons who are concerned about the present and future welfare of the Pine Mountain Settlement School. Membership shall be drawn approximately equally from the local Pine Mountain area, from persons active in the Association of Pine Mountain School Alumni and Friends and from other concerned and interested persons. The Board of Trustees may name Honorary Members to the Advisory Council who are eligible to attend all meetings, without vote. Honorary Members are not included in the size limitations and may be named without regard to area of residence or prior association with Pine Mountain Settlement School.

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The members of the Advisory Council shall be elected by the Board of Trustees in a regular meeting. They shall be elected for six-year terms which shall be overlapping. Members may be reelected, but no member may serve concurrently on the Advisory Council and the Board of Trustees.

The President of the Board of Trustees, with the approval of the Board, shall designate the Chairman of the Advisory Council. Chairman of the Advisory Council, or another member of the Council designated by the Chairman, may sit with the Board of Trustees, without vote, in regular and called meetings and receive copies of minutes and other information available to members of the Board of Trustees.

The Advisory Council may elect such other officers as it deems necessary in carrying out its responsibilities. The Advisory Council shall make an annual report to the Board of Trustees at the Board’s regular Fall meeting and may make such other reports as the Council deems appropriate. At the request of the Board, the Council shall advise and/or assist the Board with respect to programs, policies, publicity, financial support, acquisition of friends, maintenance of plant, personnel matters and such other matters which the Council itself may suggest and which would be beneficial and constructive for the Pine Mountain Settlement School as an institution.

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ARTICLE VI — PINE MOUNTAIN RELATIONSHIP WITH BEREA COLLEGE

Since 1949 Pine Mountain Settlement School and Berea College both have benefitted from a close association and cooperation. Pine Mountain provides Berea an outlet and service opportunity in the heart of the mountains and Berea provides guidance and counsel to Pine Mountain in strengthening its program. The finances and operations of the two institutions are separate and neither is responsible for the finances, obligations or operations of the other. Neither institution dominates or controls the other, and the Pine Mountain Board is free to determine its own policies within the guidelines of its own charter

ARTICLE VII — AMENDMENT TO BY-LAWS

By-laws may be adopted or amended by a majority vote of the members of the Board of Trustees. Proposed new by-laws or amendments shall be mailed to members of the Board of Trustees not less than four weeks prior to the Spring or the Fall meeting, for adoption or rejection at the next meeting of the Board.

Members of the Board of Trustees who wish to propose additions or revisions to the by-laws must have the proposed changes in the hands of the Secretary not fewer than eight weeks before the regular meeting at which the proposed changes are to be considered. The Executive Committee will forward the proposed…

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…changes to all members of the Board of Trustees with a recommendation.