Bylaws of the MSD Board

ARTICLE I. OFFICES.

ARTICLES II. BOARD OF TRUSTEES.

1. Powers. The affairs of the School shall be governed by the Board of Trustees (hereinafter "the Board") in accordance with S.B. 568 (effective 10/1/92). The Board shall recruit and appoint the Superintendent to administer the day-to-day operation of the school as detailed in the Superintendent's Job Description; and shall evaluate the performance of the Superintendent who shall serve as the pleasure of the Board. The members of the Board shall act only as a Board and the individual members shall have no power as such.

2. Annual and Regular Meetings. Quarterly meetings of the Board shall be held. The second meeting of the calendar year shall be designated as the Annual Meeting and shall be held at the Frederick campus. All subsequent meetings shall be held at the Columbia and Frederick campuses on an alternating basis. The specific dates of the subsequent four meetings shall be identified at the Annual Meeting.

The Maryland School for the Deaf Board of Trustees, being created by state statute, is subject to the jurisdiction of the Maryland State Open Meetings Act. Meetings of the Board may be closed to the public in certain cases. Closed meetings may be held, in accordance with Section 10-508 of the State Government Article, only to discuss: specific personnel matters, personal privacy, acquisition of real property, proposed relocation or expansion, investment of public funds, marketing of public securities, obtaining legal advice, consulting about litigation, collective bargaining, public security, scholastic licensing or qualifying examinations, criminal investigations, other legal requirements, or preliminary discussion of procurement issues. Open meetings must be given reasonable advance notice. Minutes of all meetings must be taken, and those of open meetings must be publicly available.

3. Presiding Officers. The President shall preside at all meetings of the Board. In the absence of the President, the Vice-President, the Secretary, or the Treasurer, in that order, shall serve as presiding officer of a Board meeting.

4. Special Meetings. A special meeting of the Board may be called by the President, on the President's own authority: or by the Secretary upon the request of any five members of the Board. A special meeting shall be held at such time and place, and for such purposes, as may be designated in the notice of the meeting.

5. Notice of Meetings. Notice of any meeting of the Board shall be in writing, signed by the appropriate officer, and shall be served personally or sent to each member by mail or email addressed to the last known address at least ten (10) days before the time designated for such meeting. Each notice of meeting shall state the time, place, and purpose of such meeting and shall include copies of any materials to be discussed at the meeting.

6. Waiver of Notice. Any meeting of the Board and any action otherwise properly taken therat shall be valid if notice of the time, place, and purpose of such meeting shall be waived in writing before, at, or after such meeting by all members to whom timely notices were not sent as provided in these bylaws.

7. Quorum. A majority of the members of the Board must be present in person and not by proxy to constitute a quorum for the transaction of business at any meeting of the Board.

8. Action by Majority Vote. Except as otherwise expressly required by law or these bylaws, the act of a majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board.

ARTICLE III. OFFICERS.

1. Officers. At the Annual meeting and when necessary, the Board shall elect from among its members a President, a Vice-President, a Secretary, and a Treasurer, each to have such duties or functions as are provided for in these bylaws or as determined by the Board. No one person may hold more than one of the foregoing offices concurrently.

2. Term of Office. The term of office of each officer shall be two (2) years or until a successor is elected. No officer may serve more than three (3) full consecutive terms in the same office.

3. Removal. Any officer elected by the Board may be removed by resolution passed by the Board at any regular or special meeting, but only by a simple majority vote of all the members of the Board present and voting.

4. Resignations. Any officer may resign at any time, orally or in writing, by notifying the Board or the President or the Secretary. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

5. Vacancies. Except as otherwise provided in these bylaws, a vacancy in any office or Executive Committee caused by death, resignation, removal, disqualification, or other cause shall be filled by appointment for the unexpired portion of the term by the Executive Committee.

6. President and Vice-President. The President shall carry out policies and tasks as determined by the Board; or the Executive Committee acting for the Board, and shall present the policies and decisions of the Board in communications with the Superintendent and others outside the Board. The President shall have the right to call special meetings as herein provided and the right to change the date of the Annual and Regular meetings for good and sufficient cause; shall have the right to appoint all committees, with the consent of the Board, except the Nominating Committee or as otherwise provided for by these bylaws. The President shall annually designate a member of the Board to act as an alternate to the Treasurer and to sign checks in the absence of the Treasurer. In the absence of the President, the Vice-President, the Secretary, or the Treasurer, in that order, shall perform all the duties and functions of the President.

7. Secretary. The Secretary shall act as Secretary of all meetings of the Board and shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall give at least ten (10) days' notice of all meetings of the Board to each member of the Board; shall take charge of the seal of the School; and shall in general, per-form all the duties incident to the office of Secretary and any such other duties as may be assigned by the Board.

8. Treasurer. The Treasurer shall collect and keep an account of all monies received and expended by the Board for the use of the School. Before discharging any of the duties of the office the Treasurer shall be bonded with good and sufficient security, to be approved by the Board. The Treasurer shall deposit sums received by the School in the name of the Board. The Treasurer shall make and present written reports of the finances of the Board at each Annual and Regular meeting of the Board and when called upon by the President; and shall perform such other duties as directed by the Board. The funds, books, and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision, and control of the Executive Committee, and, at the expiration of the Treasurer's term of office or vacancy of the office as herein defined, shall turn over to the successor in office all books, monies and other properties of the Board.

ARTICLE IV. EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES.

1. Election of Members; Quorum. The Executive Committee shall consist of seven (7) members, four (4) of whom shall be the officers, serving ex-officio, and three (3) additional members who shall be elected for a two (2) year term at the regularly scheduled election or when necessary. Any four (4) members of the Committee shall constitute a quorum.

2. Term of Office. Each member of the Committee shall continue in office until a successor is elected, unless such member resigns or is removed from such Committee, or unless such member shall cease to qualify as a member thereof. No person shall serve as an elected member of the Executive Committee for more than three (3) full consecutive terms. The limitation on length of service on the Executive Committee does not apply to terms served in an ex-officio capacity.

3. Vacancies. Members may be elected at any meeting of the Board to fill the unexpired portion of the term of any such elected member who ceases to be a member of the Executive Committee because of death, removal, or resignation.

4. Duties and Functions. The Executive Committee shall have general supervision over the affairs of the School, and shall act in place of the Board between meetings of the Board concerning matters that cannot wait until the next meeting of the Board, and shall be an advisory body with whom the Superintendent may confer when necessary. The Committee may hold regular quarterly meetings, and may meet more often if, in the judgment of the Committee members, it is deemed expedient to do so; shall prepare and deliver a report at each meeting of the Board; and shall appoint a Nominating Committee and its Chairperson at the Regular meeting of the Board preceding the Annual meeting and shall perform such other duties as may be designated by the Board.

5. Chairperson and Secretary. The President of the Board shall be Chairperson of the Committee, who shall preside over its meetings. In the absence of the President, the Vice President, Secretary, or Treasurer, in that order, shall perform all the duties and functions of the Chairperson. The Secretary of the Board shall be the Secretary of the Committee, who, shall keep a record of all meetings of the Committee and prepare the minutes thereof.

ARTICLE V. COMMITTEES.

1. Nominating Committee. The Nominating Committee shall prepare a list of candidates for officers and members of the Executive Committee. The Chairperson of the Nominating Committee shall deliver to the Secretary of the Board the list of candidates in sufficient time to prepare the inclusion of the list of nominations with a notice of the Annual meeting.

2. Standing Committees. The Standing Committee structure shall be set forth below. Members shall be appointed by the President with the concurrence of the Executive Committee. Committees may include persons co-opted from outside the Board, but in every case, the chairperson shall be a Board member. In all cases, standing committees shall make recommendations to the Board or Executive Committee as appropriate and shall not have the power to act.

In addition to the charges to committees set forth below, specific assignments may be given to committees by the President or the Executive Committee, and committees may pursue on their own initiative matters under their respective jurisdictions. In general, it is expected that committees will concern themselves with policies appropriate for Board action rather than with the detailed operation of the School.

Annual mandated written reports of committees shall be scheduled by the President for specific meetings of the Board so that they are distributed throughout the year rather than overcrowded into any one meeting.

To the extent that committees have overlapping jurisdiction, the respective chairpersons shall seek to achieve coordination, and in the event that they cannot do so, a resolution of such conflict shall be sought from the President.

The President may at any time request of a chairperson a meeting of a specific committee and may place items on the agenda of committees and seek the advice of committees.

a. Trusteeship Committee.

i. This committee shall solicit recommendations from Board members of names of persons to be added to the Board. It shall review these names in relation to areas in which the Board needs added strength. After discussion with the Executive Committee, this committee shall determine the willingness of the prospective members to serve on the Board, and obtain their resumes to be sent to the Governor by the President.

ii. In addition, it shall be the duty of this committee, working with the Secretary of the Board, to establish and maintain Board Members' Manuals containing meeting notices and schedules, roster of members, lists of officers and committee membership, MSD staff, MSD bylaws, pertinent legislation, MSD Personnel Manual, and other important documents.

iii. Further, this committee shall provide orientation of members (at Board meetings) with respect to the School and members' duties and ethics, including in-service training and presentation of contemporary issues.

b. Fiscal Matters/Facilities Management Committee.

i. This Committee shall annually review the Physical Master Plan, the Executive Plan, the Capital Budget, and similar documents, and make written recommendations thereon. It shall also advise in writing as to the condition of the physical plant and any needed improvements thereof.

ii. This Committee shall review the annual Operating Budget, audits, and other financial documents and make written recommendations thereon. It shall maintain an overview of funds under the control of the Board and make written recommendations regarding their use and investment.

iii. Up to three Board members of this committee shall serve on the Gift Fund Committee. This committee is created as a result of the MSD Gift Fund Agreement between the Board and the Maryland School for the Deaf Foundation, Inc. dated August 25, 1995. This committee is designated as the Board's Authorized Representative for matters concerning the Fund. It shall receive any advice or recommendations from the Foundations for distributions from the Fund, and make periodic reports and recommendations to the Board with respect to matters concerning the Fund.

c. Education Committee. This Committee shall review policies and standards relative to the academic, vocational, and special education programs and accreditation, and make written recommendations thereon.

d. Student Life Committee. This Committee shall annually review policies and procedures, not related to academics, which affect student life on campus for residential and day students. This Committee also shall review policies regarding extracurricular programs and activities and encourage support for all school activities. It also shall review dormitory policies and procedures related to student life. After review of these policies and procedures, this Committee will make written recommendations, as needed, to the Board.

e. Personnel Committee. This Committee shall review annually the personnel manual, compensation, organizational structure, job descriptions, and personnel policy documents of the School and make written recommendations thereon. It shall be the duty of this committee to establish evaluation criteria for the performance of the Superintendent, and annually conduct an evaluation according to those criteria. The results of the evaluation shall be presented to the Board in writing for approval and then to the Superintendent. This committee shall annually review the Superintendent's contract of employment and make written recommendations to the Board.

3. Ad Hoc Committees. Ad Hoc committees shall be designated by the President or the Board.

ARTICLE VI. BOOKS AND RECORDS; AUDIT.

1. Books and records. The Superintendent shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and any of its committees. The minutes shall be made available for reference at all MSD libraries.

2. Audit. The financial records of the School shall be audited periodically by the State Auditors. In the absence of such audit, it shall be the duty of the Executive Committee to cause the books and accounts to be audited at least annually by an independent certified public accountant.

ARTICLE VII. SEAL.

ARTICLE VIII. PARLIAMENTARY AUTHORITY.

ARTICLE IX. AMENDMENTS OF BYLAWS.

1. Amendments by the Board of Trustees. These bylaws or any one or more of the provisions thereof may at any duly constituted Annual, regular or special meeting of the Board, by a three-fourths vote of the members of the Board present at such meeting, be amended by changing, altering, suspending, supplementing or repealing the same, if at least three (3) weeks' written notice is given by the Secretary to the members of the Board of the intention to alter, amend, or repeal, or to adopt new bylaws.

ADMINISTRATIVE PROCEDURE HISTORY

Adopted: May 15, 1993
Amended: May 19, 1995
Amended: May 16, 1997
Amended: February 20, 1998
Amended: May 19, 2000
Amended: September 5, 2008

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MSD Board of Trustees Bylaws

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