Bylaws of the MSD Board

 

1. Powers. The affairs of the School shall be governed by the Board of Trustees (hereinafter "the Board") in accordance with Md. Code Ann., Educ. sec. 8-3A-04 (2022). The Board's primary responsibilities, aligned to support MSD strategic plan, include, but are not limited to the following:

Members of the Board have authority only when acting as a Board of Trustees in a legally constituted session, with a quorum present. Individual Trustees or members shall have no power as such. The statement or action of an individual or group of members of the Board binds the Board only when the statement or action is authorized by an official act of the Board.

 

2. Annual and Regular Meetings. Quarterly meetings of the Board shall be held. Board meetings shall be normally held at the Columbia and Frederick campuses on an alternating basis. In the event of inclement weather or other conditions preventing an on-campus meeting, virtual meetings may be held. The first meeting of the calendar year shall be designated as the Annual Meeting. The Board's meeting calendar for the following year shall be presented for confirmation 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, Md. Code Ann., Gen. Prov. §§3-101-501. Meetings of the Board may be closed to the public in certain cases. Closed meetings may be held, in accordance with Section 3-305 of the Open Meetings Act, 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. The Board must give reasonable advance notice of its meetings. 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, approved by the appropriate officer, and shall be sent to each member at their MSD-issued email 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 there 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. Meeting Attendance. Each member is to attend and participate in Quarterly meetings. Trustees may occasionally miss meetings with an excused absence. An excused absence requires timely notification to the President and/or their designee. If a Board member has two or more unexcused absence in a calendar year, the Board may declare that said absence constitutes the resignation of such member from the Board.

 

9. 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.

 

10. Board Membership. Individuals recommended for Board membership shall be vetted by the Trusteeship Committee and nominated by the Board to the Governor for final approval (see Bylaws Article V.2.a.i.). All such persons must meet the requirement of Md. Code. Ann., Educ. Sec. 8-3A-04 (c) (3) (2002).   

 

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 invited 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 of persons to be considered to serve as a Trustee, ensuring an equitable and inclusive selection process that encourages diverse representation. It shall review these recommendations in relation to areas in which the Board needs added expertise, skills, and competencies. After a thorough review of the qualifications of candidates and confirmation of their willingness to serve on the Board, the committee chair will submit qualified candidates to the full Board for their review and endorsement. The endorsed candidates will be submitted to the Governor's Appointment Office (GAO) in accordance with the GAO's administrative process.

 

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

 

iii.  Further, this committee shall provide orientation of members with respect to the School and their duties and responsibilities, with an emphasis on accountability, ethical leadership, equity, and inclusion. This shall include in-service training and presentation of contemporary and emerging issues.

 

b.    Budget and Operations Committee.

 

i.  This Committee shall evaluate and make strategic recommendations on policies and standards to enhance academic outcomes, student success and well-being, and overall School climate, ensuring an equitable and inclusive educational environment. The Committee shall assess policies related to family and community engagement, recognizing the importance of diverse perspectives and inclusive participation in School governance. 

 

ii.  In addition, this Committee shall review and recommend improvements to policies and procedures affecting student life for both residential and day students. This includes policies related to extracurricular programs, student support services, and dormitory life, with a focus on fostering an inclusive, accessible, and supportive campus environment for all students. 

 

iii.  After thorough review, this Committee may submit written recommendations, as needed, to the Board to promote policies that uphold academic excellence, student well-being, and equity across all aspects of School life.

 

c.  Academic and Student Affairs Committee. 

d.  Workforce Committee. 

 

 

e.  Government and Legislative Affairs Committee. 

 

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

 

1. Books and records. The Board's records, including but not limited to minutes, proceedings of the Board and its committees, shall be made available to the public by written request. Agendas and minutes of the Board's meetings for the previous 12 months shall be posted on the MSD website.

 

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.