Pine Mountain Settlement School
Series 03: PMSS Governance
The Bylaws of Pine Mountain Settlement School have undergone many revisions, the most recently in 2015. Bylaws, according to Merriam-Webster, are those rules adopted by an organization chiefly for the government of its members and for the regulation of its affairs.
The word “bylaw” may be spelled differently depending on the authority chosen. “Bylaw” is the preferred spelling given in Merriam-Webster and the revised edition of Robert’s Rules of Order. For these reasons, Pine Mountain Settlement School recent revision of the Bylaws in 2015 reflect the use of “bylaws” and not “by-laws,” as may be seen in earlier documents.
TAGS: advisory boards ; boards of trustees ; voting ; nominating committees ; executive committees ; board meetings ; board officers ; minutes ; directors ; bylaws ; by-laws ; amendments ;
Adopted by the Board of Trustees
June 13, 2015
TABLE OF CONTENTS
ARTICLE I Board Authority and Responsibilities
ARTICLE II Membership of the Board of Trustees
ARTICLE III Meetings of the Board
ARTICLE IV Honorary Trustees
ARTICLE V Officers of the Board
ARTICLE VI Chair of the Board
ARTICLE VII Vice-Chair of the Board
ARTICLE VIII Secretary of the Board
ARTICLE IX Treasurer of the Board
ARTICLE X Executive Director
ARTICLE XI Executive Committee
ARTICLE XII Standing and Ad Hoc Committees
ARTICLE XIII Committee on Trustees
ARTICLE XIV Educational Programs and Community Outreach
ARTICLE XV Finance Committee
ARTICLE XVI Institutional Advancement Committee
ARTICLE XVII Facilities and Environment Committee
ARTICLE XVIII Ad Hoc Committees
ARTICLE XIX Indemnification
ARTICLE XX Conflict of Interest
ARTICLE XXI The School’s Relationship with Berea College
ARTICLE XXII Amendment of the Bylaws
2015 BYLAWS for
PINE MOUNTAIN SETTLEMENT SCHOOL
Board Authority and Responsibilities
Section 1. The Board of Trustees of Pine Mountain Settlement School (hereafter, “the School”) shall have and exercise those corporate powers prescribed by law. Its ultimate authority is affirmed through its general, academic, and financial policy-making functions and its responsibilities for the corporation’s financial health and welfare. The Board of Trustees shall exercise ultimate institutional authority as set forth in these bylaws, the Articles of Incorporation, and in such other policy documents it deems to be appropriate. These bylaws shall take precedence over all other institutional statements, documents, and policies where any disagreements occur.
Section 2. The Board of Trustees shall have the authority to carry out all lawful functions that are permitted by these bylaws or by the articles of incorporation. This authority, in consultation with the Executive Director (hereafter “Director”) where appropriate, shall include but not be limited to these illustrative functions:
• Determining and periodically reviewing the School’s mission and purposes;
• Appointing the Director, who shall be the School’s chief executive officer, and setting appropriate terms of employment, including compensation;
• Supporting the Director and annually assessing his or her performance based upon mutually agreed-upon goals and procedures;
• Reviewing and approving proposed changes in the School’s educational programs and other major enterprises consistent with the School’s mission, plans, and financial resources;
• Approving institutional personnel policies bearing on employment, retention, and development of staff and employee benefits;
• Approving the annual budget, regularly monitoring the School’s financial condition, and setting policy guidelines affecting all institutional assets, including investments and the physical plant.
• Participating actively in strategies to secure sources of support for the School and authorizing the Director to accept gifts or bequests subject to board policy guidelines.
• Authorizing any debt financing and approving the securitization of loans.
• Authorizing the construction of new buildings, capitalization of deferred maintenance backlogs, and major renovations of existing buildings.
• Assuring that the School has policies that contribute to the safety and security of all who visit, work, or learn at Pine Mountain.
• Assuring that the School has policies that contribute to the best possible environment for carrying out the School’s educational, community outreach, and other programs.
• Periodically undertaking assessments of the board’s performance.
Membership of the Board of Trustees
Section 1. 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.
Section 2. 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 and appropriate information on 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. Any Trustee may be reelected by the Board.
Meetings of the Board
Section 1. The Board of Trustees shall meet at least 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 normally be held at Pine Mountain Settlement School. Additional meetings may be held at any time and place at the call of the Chair, Director or five trustees with a specific agenda for the meeting that includes a statement of the purpose of the meeting.
Section 2. A majority of the board’s membership shall constitute a quorum for transacting all board business at regular, additional or telephonic meetings. And a majority of those in attendance shall be required to pass motions unless otherwise stated in these bylaws (e.g., Article XXII). 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 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 with its deliberations.
Section 1. The Board may elect retiring trustees as Honorary Trustees who are eligible to attend all regular and called meetings, without vote. Honorary Trustees are not included in the size limitation of the Board and are not subject to restrictions of attendance or residence.
Officers of the Board
Section 1. The officers of the Board of Trustees shall be the Chair, the Vice-Chair, the Secretary, and the Treasurer.
Section 2. Officers will be elected to a three year term and will be eligible for re-election to a second consecutive term after which the same Trustee cannot serve in the same office for at interval of at least one year. To assure continuity of experience, the election of officers will be staggered.
Chair of the Board
The Chair of the Board of Trustees shall preside at all meetings of the Board of Trustees and the Executive Committee and have the right to vote on all questions. The Chair shall report to the Board of Trustees from time to time such measures and matters as the Chair deems beneficial and appoint such committees as may be necessary to effectively carry out the work of the institution in accord with related Bylaws requirements. The Chair of the Board shall serve as the spokesperson for the Board. The Chair is expected to provide advice and counsel to the Director of Pine Mountain Settlement School as may be helpful to the Director.
Vice-Chair of the Board
The Vice-Chair of the Board of Trustees shall perform the duties of the Chair when the latter is absent or unable to act, to carry out assignments as directed by the Chair, or to complete the Chair’s term when there is a vacancy in the office of Chair.
Secretary of the Board
The Secretary shall ensure that the Board is acting in accordance with these bylaws and that bylaw amendments are properly recorded. The Secretary shall keep accurate minutes of the proceedings of the Board of Trustees and of the Executive Committee and promptly distribute them to all trustees and the Director. 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.
The Treasurer shall ordinarily serve as chair of the Finance Committee of the Board and otherwise serve as the Board’s primary consultant on all financial policy matters. He or she shall ensure that all trustees regularly receive appropriate and comprehensive financial statements from the School’s Director and staff that include comparisons of revenues and expenditures with the approved budget as a guideline. The Treasurer shall ensure that other financial reports (e.g., periodic investment reports, annual audits, etc.) are provided to all trustees in a timely manner for review and discussion. He or she consults with the Director, the School’s auditor, investment managers, and others as appropriate and necessary.
Section 1. The Executive Director shall be appointed and employed by the Board of Trustees. Assuming satisfactory performance, the Executive Director shall be appointed annually during the first three years of their service; thereafter he or she may be appointed for three year periods. The Board of Trustees and the Executive Director each shall have the right to cancel the Executive Director’s appointment upon six months’ notice or at any time for cause.
Section 2. The Executive Director shall be the School’s chief executive officer and the chief adviser to and executive agent of the Board of Trustees. His or her authority is vested through the Board and includes responsibility for all the School’s educational, community outreach, financial, and managerial affairs. The Executive Director is responsible for leading the School, implementing all Board policies, keeping the Board informed on appropriate matters, consulting with the Board in a timely manner on matters appropriate to its policy-making and fiduciary functions, and serving as the School’s chief spokesperson. He or she has the authority to execute all documents on behalf of the School and the Board of Trustees consistent with Board actions and policies and the School’s best interests. The Executive Director serves as an ex-officio member of the Board, the Executive Committee, and all standing committees without vote.
Section 1. The Executive Committee shall have seven voting trustee members plus the Director who shall be ex-officio without vote. The Chair, Vice-Chair, Secretary and Treasurer of the board shall all be members along with the chairs of the Educational Programs and Community Outreach, Finance, Institutional Advancement, and Facilities and Environment committees. The seven voting membership assumes that the Treasurer also serves as the chair of the Finance Committee.
Section 2. The purpose of the Executive Committee is twofold: (1) It shall serve at the pleasure of the Board as its agent in helping the Director to address nonessential business between regular board meetings, and (2) it shall assist the Board Chair and Director with their joint responsibility to help the Board function effectively and efficiently by suggesting Board meeting agenda items and periodically assessing the quality of committee work. The Executive Committee shall have the authority to act on behalf of the board on all matters except the following: Executive Director selection and termination; trustee and board-officer election; changes in institutional mission and purposes; changes to the charter or articles of incorporation; incurring of corporate indebtedness; sale of School property; and adoption of the annual budget.
In addition to its authority to take action on emergency matters that cannot or should not be deferred to the board’s next scheduled meeting, the Executive Committee shall oversee the work of all board committees, the School’s strategic planning processes and progress on planning goals; the Board’s responsibility to support the Director and assess his or her performance; and annually review the Director’s compensation and terms of appointment.
Section 3. The Executive Committee shall meet as often as it is necessary to conduct its business as the Chair and Director determine and ensure that minutes are taken and promptly distributed to all trustees for subsequent ratification at the next regularly scheduled Board meeting. A majority of the Executive Committee shall constitute a quorum.
Standing and Ad Hoc Committees
Section 1. The work of the Board is grounded in the work of its standing and ad hoc committees. Each standing committee will be comprised of not less than six (6) and no more than nine (9) members unless otherwise indicated in these bylaws. The Chair of the Board and the Executive Director will be ex-officio members of each standing committee without vote. A majority of its membership constitutes a quorum for all committee actions.
Section 2. The Chair, with the advice of the Committee on Trustees, will appoint members to the standing committees and develop an updated list of committee assignments annually. Upon election to the Board, each trustee shall be appointed to at least one (1) standing committee. Committee membership terms will typically coincide with Trustee terms and will normally be staggered to provide for continuity and trustee development. If circumstances warrant, a Trustee may change a committee membership midterm, but the membership will expire at the end of the Trustee’s term of office. Trustees may serve multiple terms on the same committee.
Committee on Trustees
Section 1. The purpose of the Committee on Trustees is to determine the most effective and balanced composition of the board and to develop practices and strategies that attract, orient, organize, and assess the performance of trustees. The Committee’s work helps ensure the Board’s ability to assist the School in setting policies that further its mission and future success.
Section 2. The Responsibilities of the Committee on Trustees include:
• Designing the Board’s composition;
• Developing and managing the selection of new trustees;
• Providing orientation and development of new and continuing trustees;
• Annually advising the Chair on committee memberships;
• Annually bringing forth a slate of board officers;
• Promoting the self-assessment of individual trustees and the full board.
Educational Programs and Community Outreach Committee
Section 1. The Educational Programs and Community Outreach Committee seeks to ensure that Pine Mountain Settlement School provides environmental and other educational programs of the highest quality and that the School continues to serve as a center for community life and leadership development for the local community and the region. The Committee is responsible for ensuring that the programs reflect the best thinking about the environment, education, and the history and culture of the Appalachian Region, that adequate resources are made available and that the community outreach program is developed in partnership with local communities and their leaders.
Section 2. The responsibilities of the Educational Programs and Community Outreach committee include:
• Supporting a regular assessment of local and regional community needs and assets;
• Working with the School staff to develop a strategic plan for education and outreach;
• Reviewing the environmental and community programs’ curricula and outreach goals;
• Providing oversight and support for new program initiatives;
• Encouraging collaboration with regional leaders, agencies, and Schools;
• Supporting the preservation and sharing of regional culture and history;
• Reviewing program evaluation criteria and methodology;
• Identifying resources and new opportunities to enhance educational programs and community outreach
Section 1. The purposes of the Finance Committee are threefold; (a) to ensure that the School is operating in a financially sustainable manner by balancing its long-term and short-term financial resources and obligations; (b) to ensure that the School’s financial assets (especially its endowment) are properly managed and invested; and (c) to provide oversight of the School’s financial practices and standards that are codified in annual audits.
Section 2. The responsibilities of the Finance Committee include:
• Approving Executive Director’s annual budget recommendations for the School;
• Monitoring budget income and expenditures monthly;
• Developing long-term budget projections as needed;
• Overseeing the investment of the School’s fiscal assets;
• Establishing and reviewing both endowment investment and spending policies;
• Providing oversight of the School’s internal and external auditing processes and reviewing the performance of these third-party providers.
Institutional Advancement Committee
The purpose of the Institutional Advancement Committee is to promote support for the School to carry out its mission through a planned program of development and fundraising, through promotion of positive publicity for the School and its program, and through a systematic effort to cultivate support for the School among its constituents and the community at large. The Committee supports the work of the Executive Director who provides primary leadership for the School’s advancement efforts and activities.
The responsibilities of the Institutional Advancement Committee include:
• Providing Board oversight in matters pertaining to institutional advancement and development;
• Overseeing the development of an advancement plan for the School;
• Educating members of the Board to be philanthropic leaders for the School;
• Providing full board participation in the School’s advancement;
• Reviewing and recommending advancement policies to the Board;
• Overseeing the development of a public relations plan for the School;
Facilities and Environment Committee
Section 1. Upon recommendations from the Executive Director and the Buildings and Grounds’ staff and approval by the full board, the Facilities and Environment Committee oversees all planning, construction, maintenance, expansion, and renovation projects that affect the School’s consolidated infrastructure, physical facilities, and capital equipment. The Committee works to ensure that the natural environment of the School remains viable as a teaching laboratory. The Committee conducts its work in the context of the School’s historical roots and contemporary environmental education and community outreach emphasis.
Section 2. The Responsibilities of the Facilities and Environment Committee include:
• Linking the environmental policies of the School to its physical properties;
• Approving the design and renovation of existing buildings;
• Recommending new capital construction projects for land and buildings;
• Assisting with the selection of architects and contractors for all construction projects;
• Reviewing and recommending the acquisition and disposition of property;
• Providing oversight of all policies pertaining to the land and buildings of the School
• Providing oversight for a comprehensive plan for the safety and security of the School’s facilities and grounds for those who work, learn and visit Pine Mountain.
Ad Hoc Committees
Ad hoc committees may be created by the Board or by the Executive Committee acting for the Board for specific purposes specified by the motion creating them. Members of such committees are appointed by the Chair of the Board who will designate one member to serve as chairperson unless otherwise directed by the Board in creating the committee.
Each trustee and officer of the School’s Board shall be indemnified against all expenses actually and necessarily incurred by such trustee or officer in connection with the defense of any action, suit, or proceeding to which he or she has been made party by reason of being or having been an officer or trustee. The School shall cover such expenses except in relation to matters in which the trustee or officer shall be adjudicated in such actions, suits, or proceedings to be liable for gross negligence or willful misconduct in the performance of his or her duty. The School shall also maintain appropriate trustee and officer insurance.
Conflict of Interest
Section 1. A trustee shall be considered to have a conflict of interest if he or she (1) has existing or potential financial or other interests that impair or appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the School; of (2) is aware that a member of his or her family has financial or other interests that would impair or appear to impair the trustee’s independent judgment in the discharge of his or her responsibilities to the School. For the purpose of this provision, a family member is defined as a spouse, parent, sibling, child, grandparent, grandchild, or any other relative residing in the same household as the trustee.
Section 2. If a conflict of interest exists by this these definitions, then the Trustee must declare his or her conflict of interest orally or in writing to the Chair of the Executive Committee. The members of the EC will then make appropriate recommendations to ensure that the conflict of interest is mitigated and secure the Board’s approval when needed.
The School’s Relationship with Berea College
Since 1949 Pine Mountain Settlement and Berea College both have benefited from a close association and cooperation. Pine Mountain provides Berea an outlet and service opportunity in the heart of the mountains for its students and staff and Berea provides guidance and counsel to Pine Mountain through four trustee positions and in other appropriate ways. However, the finances and operations of the two institutions are separate and neither is responsible for the finances, operations or obligations of the other. Thus, the Pine Mountain Board is free to determine its own policies within the guidelines of its own charter as is true for Berea College and its Board.
Amendment of the Bylaws
Section 1. Bylaws may be adopted or amended by a two-thirds vote of the members of the Board of Trustees. Proposed new bylaws or amendments shall be mailed to members of the Board of Trustees not less than four weeks prior to the next meeting of the Board. Substantial revisions or additions may be circulated for discussion at a prior meeting as well.
Section 2. Members of the Board of Trustees who wish to propose additions or revisions other bylaws 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 changes to all members of the Board of Trustees with a recommendation.
[by_laws_1970s_001.jpg] Carbon copy of typewritten document.
Pine Mountain Settlement school
Pine Mountain, Kentucky
ARTICLE I – Voting Members
There shall be an Advisory Board of not less than fifteen persons who shall constitute the voting membership and shall elect from their number the Trustees. The Trustees, however, reserve the right of appointing other Trustees to fill vacancies and to serve until the next election and until successor Trustees are elected.
The Advisory Board shall be named by the Board of Trustees by its majority vote, for a term of five years and until their successors are elected, being selected for their helpful interest in the welfare of the school. They shall in general follow the policies laid down by the Board of Trustees, in relation to the management of the school. They shall be replaceable by a two-thirds vote of the Trustees. Five members shall constitute a quorum at business sessions.
Voting for Trustees may be by ballot mailed to the Secretary of the Board of Trustees, or in person at a business session.
Under a Chairman, elected at a joint session of the Board of Trustees and the Advisory Board, they shall be empowered to organize in any committees deemed to be helpful in performing their functions. They shall meet at the call of the Chairman or on request of three members at such time and place as may be named in the call.
ARTICLE II – Board of Trustees
The Board of Trustees shall consist of not less than nine, or more than fifteen members. Trustees shall serve a term of six years and until their successors are elected. A majority of the Trustees shall be residents of Kentucky.
Absence of a Trustee from two successive sessions of the Board, without explanation in advance to the Secretary of the Board, shall operate as a resignation of membership of a trustee.
In the year calling for the election of trustees, a Nominating Committee consisting of the Chairman, Secretary, and one other Trustee named by the Executive Committee, co-opting at their discretion any members of the Advisory Board, shall prepare a ballot for the new Trustees. This ballot shall be mailed to the voting membership eight weeks in advance of the annual meeting. The Executive Committee, however, may at their discretion waive the eight weeks’ advance notice.
ARTICLE III – Meeting of Trustees
[indent]An annual meeting of the Board of Trustees shall be held in the spring of each year at Pine Mountain Settlement School at the call of the secretary fifteen days in advance of the meeting, or at any time or place at the call of three members of the Board. Five members shall constitute a quorum for the transaction of all business.
BY-LAWS – Pine Mountain Settlement School
ARTICLE IV – Duties of Officers
The board of Trustees shall elect from their number, biennially, a chairman, a vice-chairman, a secretary, and a treasurer, who shall also serve as Executive Committee, the vice-chairman serving ex-officio. In the intervals between meetings of the Board of Trustees, the Executive Committee, or two of them, shall possess and exercise the powers of said Board of Trustees, but the actions of the Executive Committee shall be reported at each meeting of the Board of Trustees and shall at all times be subject to its control.
Chairman; The duties of the Chairman of the Board of Trustees shall be to preside at all meetings of the Board of Trustees, and of the Executive Committee; also at the joint meetings of the Advisory Board and the Board of Trustees; to call meetings of each or all of said bodies for such time and places and for the consideration of such subjects as he deems proper; and to report to the corporation or to the Board of Trustees from time to time such measures as he may deem beneficial.
Vice-Chairman: the Vice-Chairman of the Board of Trustees shall perform the duties of the Chairman when the latter is absent or unable to act, or when there is a vacancy in the office of chairman.
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 of Trustees and the Advisory Board, and shall record and preserve the same in bound volumes, and shall attest all minutes when finally adopted, as well as any copies thereof. 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 his office, or may properly be assigned to him by the Board of Trustees.
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 its name and to surrender the same for transfer or cancellation upon receipt of the proceeds thereof; to open accounts in the name of the Pine Mountain Settlement School in any depository and to withdraw funds therefrom by check signed by him, as Treasurer of said school; and in general to invest its funds, sell 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. He shall keep all deeds, contracts, and other valuable documents of the corporation, and have same accessible to the inspection and use of the Chairman or of the Board of Trustees at all seasonable times. An annual audit of his accounts shall be made and presented to the Board of Trustees at its annual meeting.
Executive Committee: The Executive Committee shall consist of three members of the Board of Trustees. In the intervals between meetings…
BY-LAWS – Pine Mountain Settlement School
…of the Board of Trustees, the Executive Committee, or a majority of them, shall possess and exercise all the powers of said Board of Trustees, but the actions of the Executive Committee shall be reported at each meeting of the Board of Trustees and shall at all times be subject to its revision and control.
The Trustees shall appoint and employ the Director.
ARTICLE V – The Director
The Director shall be appointed yearly for a period of three years and thereafter for three-year periods. Both Board of Trustees and the Director reserve the right to cancel the appointment upon six months’ notice. The Director shall conduct the general work of the organization, organize its committees, and make its contact with other organizations and individuals; report to the Chairman of the Board of Trustees and to the Executive Committee the progress of the work and ask its approval for any changes in policy. He shall present at the annual and semi-annual meeting of the Board of Trustees his budget for the ensuing year, and shall make a complete report at that meeting of the work done by the organization. He shall issue monthly reports of the school to Board members. He shall employ assistants and heads of departments as well as all other persons necessary to conduct the work of the organization, and report same to the Executive Committee for their approval.
ARTICLE VI – Amendments to By-Laws
By-law may be adopted or amended by a majority vote of the members of the Board of Trustees. Proposed now by-laws or amendments shall be mailed to the Secretary of the Board of Trustees eight weeks before the annual meeting, for adoption or rejection at the next meeting of said Board.