Board Policy 100 Series: Board of Directors

Document ID
MDS003
Title
Board Policies Board of Directors
Publish Date
Revision
2.0
Prepared By
Dr. Mary Ann Kahl / Governance Board President
Date Prepared
05/28/2020
Effective Date
09/23/2021
Reviewed By 
Sean Anderson / School Developer
Date Reviewed
07/26/2021
Approved By
MDS Board of Directors
Date Approved
09/22/2021

Board of Directors Policies and Procedures

100 Series

For the purpose of clarity and efficiency, these policies may refer to the Board of Directors as “Board”; Milestone Democratic School as “School” or “MDS”; Educators’ Cooperative as “EC”; Design Team as DT and the Office of Educational Opportunity of the University of Wisconsin as the “Office”.  

Non-Discrimination Statement

The following non-discrimination statement is applied to any and all policies and procedures guiding the operation of Milestone Democratic School.

The School is a public school and shall not discriminate on the basis of sex, race, religion, national origin, ancestery, pregnancy, marital or parental status, sexual orientation, or physical, mental, emotional, or learnning disability. 

Nonsectarian Practices Statement

The following non-sectarian statement is applied to any and all policies, procedures, programs of the School.

The Milestone Democratic School shall be nonsectarian in all its programs, admissions policies, employment practices, and operations. 

Legal References 

Bylaws- Milestone Democratic School

100: Milestone Democratic School Legal Status 

Milestone Democratic School, Incorporated is an  exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

101: School Purpose Statement

The purpose of Milestone Democratic School, Incorporated is to establish and maintain a school for the education of especially educationally-disadvantaged members of the community that: 

  • is founded upon the principles of restorative, consensus-driven, participatory design; 
  • provides a curriculum determined by the iterative design of students, teachers, families, and communities; 
  • considers the responsibilities of governing the school to be a core learning component of the school, to be shared democratically among students, families, staff, and representatives of the community; and 
  • maintains a critical, iterative approach to its structure which allows on-going innovations in democratic participation. 

102: Milestone Democratic School Governance System

The governance system at Milestone Democratic School is split into five major entities of control. The five governing bodies are the Design Team, the Governance Board, School Meeting, Community Engagement, and a Third Party Independent School Management Service (Generically: Educators Cooperative). These five bodies of governance will help make Milestone a school that represents the current student body, their families and communities.

The 100 Policy Series describes the roles, procedures, and responsibilities specifically of the Governance Board. The roles, procedures, responsibilities of the other governing entities shall be addressed in Policy Series 200: MDS: Other Governing Structures

103: Governance Board of Directors Structure and  Responsibilities

The affairs of MDS, Inc.  shall be managed by its Board of Directors (also known as the Governance Board of the Charter School).  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation. 

Specific duties and obligations shall be delegated to executive committees, standing committees, ad-hoc committees, and contracted entities. The Board of Directors shall exercise exclusive responsibility for:

  • Raising funds for Milestone
  • Raising the profile of Milestone
  • Supervising, overseeing, and providing guidance to Community Engagement (a.k.a regular membership meetings), School Meeting, Design Team, and the Educators’ Cooperative to ensure that their respective actions are in compliance with the Charter School Contract, the Worldview and Values of Milestone as published in the School Plan, and all applicable federal, State, and municipal laws and codes.

The number of Directors shall be fixed from time-to-time by the Board of Directors but shall consist of no less than seven (7) nor more than fifteen (15) including the following officers: the President, the Vice-President, the Secretary, and the Treasurer. No fewer than three (3) Directors shall be enrolled students at the school, age 16 or older. No fewer than two (2) Directors shall be Community Stakeholders with membership rights at the school. No fewer than two (2) Directors shall be staff employed at the school.

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.  All members of the Board of Directors must be approved by a majority vote of the members present and voting.  No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of the MDS, Inc. by-laws. 

104: Officers of the Board of Directors

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

  1. He/She shall preside at all meetings of the Executive Committee.
  2. He/She shall have general and active management of the business of this Board.
  3. He/She shall see that all orders and resolutions of the Board are brought to the Board.
  4. He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
  5. He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
  6. He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 2. Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:

  1. He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board.

Section 3. Secretary

The Secretary shall attend all meetings of the Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

  1. He/She shall record all votes and minutes of all proceedings in a digital record to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
  2. Assisted by a staff member, he/she shall send notices of all meetings to the members of the Board and shall take reservations for the meetings.
  3. He/She shall perform all official correspondence from the Board as may be prescribed by the Board or the President.

Section 4. Treasurer

The Treasures duties shall be:

  1. He/She shall submit for approval all expenditures of funds raised by the Board, proposed capital expenditures (equipment and furniture), by the staff of the agency.
  2. He/She shall present a complete and accurate report of the finances raised by the Board at each meeting of the members, or at any other time upon request to the Board.
  3. He/She shall have the right of inspection of the funds resting with the School including budgets and subsequent audit reports.
  4. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
  5. He/She shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be.

105: Election of Officers

The Nominating Committee of general membership shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board.  Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

106: Board of Directors Qualifications

Each member of the Board of Directors shall be a member of the Corporation whose membership dues or equivalencies are paid in full and shall hold office for a one-year term.

All elected members of the Board of Directors shall serve one-year terms.  At the conclusion of the one-year term, members of the Board of Directors may serve additional terms if so elected.

Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

107: Board of Directors Meetings 

Quorum

The presence, in person, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Meeting Types

Regular

Regular meetings of the Board of Directors will be scheduled monthly on the first 

Monday of the month. 24 hour meeting notice must be posted prior to any regular meeting. 

Special

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them. 

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Annual

Agenda Preparation

The Board meeting(s) agenda shall be prepared by the Board Secretary with input from the Board Officers, Design Team, Community Engagement, and from the School’s Staff. Prior to the end of each Board meeting, a general request for information, discussion, or action items for the following Board meeting will be listed. 

Agenda  Dissemination and  Public Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Board Minutes

The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

Rules of Order

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order, Formal Consensus, or other democratic decision-making procedure adopted by the Board.

Public Participation

Public Participation is encouraged during Board meetings and will follow procedures presented at each meeting prior to calling the meeting to order. 

108: Board of Directors Appointments, Resignations, Removal from Office

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of Community Engagement at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board.  The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.  Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby.  Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.  An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of MSD Inc. by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

109: Board of Directors Ethics and Confidentiality

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation.  Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties.  Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

110: Board of Directors Compensation and Expenses

Members of the Board of Directors may receive compensation for their services as Directors, as determined and approved by membership at a regular meeting.

Board of Directors may be reimbursed for expenses related to the governance of the School.

The Board shall have its own line item on the Annual Budget.

111: Advisory Council

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board.  Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors.  Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.  Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

112: Board of Directors Policy Development,  Adoption, Amendment, or Revision

Adoption of School Policy is the sole and exclusive responsibility of the Board. However, the School Plan as adopted by the Design Team shall be consulted as the originating source of all School Policy whenever possible. Further, all governing bodies of the School, including the Design Team, School Meeting, Community Engagement, and the TPP/EC, are strongly encouraged to develop and propose new policies, revisions to existing policies, and recommendations to eliminate existing policies, so long as those are not in contradiction of the School Plan, in order to ensure that the School meets their needs. Any such recommendation of policy change brought to the Board will be taken under consideration as part of the Oversight responsibility of the Board, and decisions to adopt, revise, or reject such proposals will be communicated clearly with the entire School community.

Operational Procedures and Administrative Regulations, which serve to make adopted Policies actionable, may be written and adopted by any governing body of the School and shall serve as binding obligations upon all members of the School community upon their adoption. The Board shall exercise their Oversight responsibility with all such adopted Procedures and Regulations, by reviewing them after adoption to ensure compliance with law, existing contracts, and the School’s worldview and values. Any violation of such compliance determined by the Board shall result in immediate suspension of the Procedure or Regulation, and communication by the Board to the governing body who adopted it to clearly indicate why the violation was determined and to indicate suggested revisions.

113: Nondiscrimination

The School is a public school and shall not discriminate on the basis of sex, race, religion, national origin, ancestery, pregnancy, marital or parental status, sexual orientation, or physical, mental, emotional, or learning disability.

Last updated bySean Anderson on July 11, 2022
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