TEMPLATE RESOLUTION – TRUSTEES
TABLE OF CONTENTS
Introduction 3
Board Resolution Procedures 4
LEC Reserved Rights 5
Officers of the Corporation Resolution Template 6
Officers of the Board Resolution Template 7
Trustee Resolution Template 8
CEO Appointment/Reappointment Resolution Template 9
Articles & Bylaws Amendments Resolution Template 10
ENDs Policy Adoption, Amendment & Revision Template……………………………… 11
Policy Handbook Resolution Template 12
Budget Resolution Template 13
Purchase/ Sale Resolution Template 14
Dissolution, Merger, Partnership, Joint Venture, Transfer of Assets Resolution 15
Legal Counsel Resolution Template 16
Lasallian Catholic Assessment Process (LCAP)/Religious Studies Annual Report Resolution……………………………………………………………………………………..17
Financial Audit Resolution Template 18
Approval of Ceasing to Operate School, Cease to Operate as Catholic Institution Resolution 19
Approval of Unbudgeted Annual Aggregate or Unbudgeted Single Expenditure in Excess of $1M Resolution 20
Approval of Establishment of Foundation or Corporation 21
Bylaw Reference Sheet 22
Bylaws of Note for Board Secretaries………………………………………………………23
Minutes Overview 25
Lasallian Education Corporation/
Board Resolution Templates
The following resolution templates were created to assist with the preparation of board resolutions required for LEC approvals described in Section 2.2 of the bylaws (Rights Reserved to the Member).
The templates contain elements required in the resolution and standard language that can be used in the text. The text may differ depending on the specifics of the action being taken by the board and the board's preferences about the wording.
If you need assistance with preparing board resolutions, or have any questions, please contact the LEC Secretary.
Lasallian Education Corporation
De La Salle Institute
P.O. Box 3720
Napa, California 94558-0372
(707) 252-3721
bcrotty@
lec@
BOARD RESOLUTIONS must be submitted to the LEC for its action on any item(s) defined in the bylaws as requiring LEC approval.
Format
Board resolutions should be on school letterhead (if not, be sure to identify the school name) and should contain the following elements:
1. School Corporation Name.
2. Date on which the resolution was adopted by the board.
3. Names of trustees who made the motion and seconded the motion.
4. Text of resolution.
5. Results of the vote: indicate # of yes votes, # of no votes, # of abstentions, # of trustees absent from the meeting, when applicable.
6. Secretary name, signature, and date.
7. Attachments of necessary documents.
Procedure for Submission of Board Resolutions to the LEC for its Action
• Submit the resolution (an original, signed document) and any accompanying documentation directly to the Secretary of the LEC as soon as possible after the meeting. Documents should be sent with signatures electronically (lec@).
• The LEC Secretary will forward the resolution to the LEC for its action at the earliest possible time. LEC meetings are generally held every month from September through May, with an additional meeting during the summer months, if needed. If LEC action is required between meetings, the LEC may hold special sessions. It is the preference of the LEC that all actions needing approval be held until its regularly-scheduled meetings. For a complete list of LEC meeting dates, please contact the LEC Secretary.
• The LEC Secretary will notify the Board Chair, CEO, Secretary, and Director of Board Formation of LEC decision(s) as promptly as possible.
• LEC-initiated decisions will also be distributed by memo as appropriate (e.g., revisions to the bylaws, LEC appointment of trustees, etc.)
• The LEC Secretary maintains document masters ― bylaws, policy handbooks, articles of incorporation, consulting agreements ― and will provide revised documents following LEC actions taken. Schools are asked not to revise the documents, but rather to obtain them from the LEC Secretary, to maintain the integrity of the documents.
Note: Please provide a copy of board agendas, packets, and minutes electronically to the LEC Secretary and to the District Archives. They are reviewed simply for attention to any items that may require LEC consideration and/or that might be affected by the bylaws. If needed, the LEC Secretary will contact the Board Secretary to confirm that the required resolution/paperwork is forthcoming, or to determine if any assistance can be provided.
The Board of Trustees of LEC shall have the following powers pertaining to the school corporations of which LEC is the sole Member:
a) to approve the ENDS policies of this Corporation; as well as any amendment, revision or restatement to the Articles of Incorporation or Bylaws of this Corporation;
b) to approve, in advance, any dissolution, consolidation, merger, partnership, joint
venture or transfer of all or substantially all of the assets of this Corporation;
c) to approve, in advance, any sale, lease, transfer, or encumbrance of any of the real property of this corporation;
d) to approve, in advance of any such transaction, any acquisition of real property by purchase or gift of this corporation;
e) to evaluate the Lasallian Catholic character of the school, to evaluate the functioning of the Department of Religious Studies and to approve major changes in the religious studies curriculum of this Corporation;
f) to approve ceasing to operate the school, ceasing to operate the school as an exclusively Catholic institution, or ceasing to be a religious nonprofit Corporation, and to approve a change in the name of the school.
g) to appoint and remove any and all members of the Board of Trustees, including without limitation, the Chairperson of the Board of Trustees, and the Vice Chairperson of the Board of Trustees, and to fill vacancies on the Board of Trustees of this Corporation;
h) to approve the appointment, re-appointment and removal of the President of this
School;
i) to approve the Board of Trustees’ Policy Handbook and all changes thereto of this Corporation;
j) to approve the annual capital and operating budgets of this Corporation;
k) to approve any unbudgeted annual aggregate or unbudgeted single expenditures in excess of $1,000,000 for any one of this Corporation;
l) to approve legal counsel for this Corporation;
m) to review and accept the annual financial audit for this Corporation.
n) to approve and authorize the establishment of any corporation and/or foundation associated with this school corporation.
TEMPLATE RESOLUTION―OFFICERS of the Corporation (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees nominates the following as Officers of the Corporation for a one-year term, July 1, [year], through June 30, [year], and approves the submission of these names to the Lasallian Education Corporation for its approval, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to the Member).
[Name: CEO, one-year term, 7/1/year—6/30/year]
[Name: CFO, one-year term, 7/1/year—6/30/year]
[Name: Secretary, one-year term, 7/1/year—6/30/year]
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Note:
Per the bylaws, the election/nomination/appointment corporate officers is done at the board’s annual meeting. All officers can be included in one resolution.
TEMPLATE RESOLUTION―OFFICERS of the Board (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees nominates the following as Officers of the Board for a one-year term, July 1, [year] through June 30, [year], and approves the submission of these names to the Lasallian Education Corporation for its approval, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to the Member).
[Name: Chair, one-year term, 7/1/year—6/30/year]
[Name: Vice-Chair, one-year term, 7/1/year—6/30/year]
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Note:
Per the bylaws, the election/nomination/appointment corporate officers is done at the board’s annual meeting. All officers can be included in one resolution.
TEMPLATE RESOLUTION – NEW TRUSTEES (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees nominates the following as a member of the board, and approves the submission of this name to the Lasallian Education Corporation for its approval, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member), following the candidate's completion of the requisite board development workshop provided by De La Salle Institute.
The board confirms that the candidate meets all other requirements outlined in the Criteria for Board Membership (LEC, September 2014).
[Sample: Mr. John Smith: First Term] or [Ms. Mary Smith: Second Term]
#Yes
#No
#Abstain
#Absent
[Secretary name, signature, and date]
cc: Secretary, Lasallian Education Corporation
Note:
All new candidates are required to attend the board development workshop prior to LEC approval. The Director of Board Formation will coordinate with the board and nominee. The Director of Board Formation will assist in defining the term of each trustee, in order to maintain board continuity, per Section 3.3 of the bylaws. It is preferable that each candidate, whether a new trustee or a renewing trustee, be listed on a separate resolution. The nomination forms required by LEC shall be attached to the Resolution. There may be a significant amount of time between the board's nomination of a candidate and LEC approval, depending on the schedule for the next board development workshop. The Corporate/Board Secretary and LEC Secretary should keep this "open resolution" on their respective checklists until final LEC approval is done. A candidate has no vote or voice on the board until Board Development training & LEC approval is complete.
TEMPLATE RESOLUTION―APPOINTMENT/REAPPOINTMENT OF SCHOOL PRESIDENT (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the appointment/reappointment of [Mr. John Smith] as the President of [School Corporation name], for a term of [# years], effective [date], and requests the approval of the Lasallian Education Corporation on, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Note:
The appointment, reappointment and removal of the President of the school are subject to LEC approval. The resolution should include the specific term dates of the President’s employment agreement/appointment. This approval is handled separately from LEC annual approval of the Corporate Officers, so the two require separate resolutions. The Employment Agreement shall be provided to Director of Board Formation after its approval.
TEMPLATE RESOLUTION―To Approve any Amendment, Revision, or Restatement to the BYLAWS or ARTICLES OF INCORPORATION (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the following change to the Articles of Incorporation or amendments to the Bylaws for [School Corporation name] and its submission to the Lasallian Education Corporation for its approval, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
For amendments to the Bylaws or to the Articles of Incorporation, as above, please include in the text of the resolution the original language and the revision being requested. Following LEC approval, revised documents are processed by the school, with a revised copy sent to LEC Secretary when completed with the state. A copy of the articles is kept on file at De La Salle Institute.
TEMPLATE RESOLUTION― Adoption, Amendments & Revision to the Ends Policies of the (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the attached new/amendment(s)/revision(s) to the Ends Policy and approves its submission and requests the approval of the Lasallian Education Corporation, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
Please attach the amendment/revision to the Resolution and quote the paragraph number and sentence as it appears prior to the amendment and underneath quote the paragraph number and sentence with the amendment. Changes to Ends policy should be submitted with an explanation for adoption. Please attach a redline/strikeout version to show changes between existing and proposed language.
TEMPLATE RESOLUTION―POLICY HANDBOOK CHANGES (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the following amendment(s) to the Policy Handbook and requests the approval of the Lasallian Education Corporation, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):
Amend (Sample):
1. Executive Limitations: Emergency CEO Succession
from: “…the CEO must have at least two other school administrators…”
to: “…the CEO must have at least one other school administrator…”
2. Executive Limitations: Physical Plant
from: “…that exceeds a total project cost of $10,000 without board approval”
to: “…that exceeds a total project cost of $20,000 without board approval”
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
The LEC may also make changes to the (Policy Governance) handbook. Policy handbooks such as the student handbook and faculty/staff handbook do not require LEC approval. Corporation policy handbook changes are processed in the master document on file with the LEC, and revised copies are produced and distributed by the LEC. Changes to Policy handbooks should be submitted with an explanation for the changes. Please attached a redline/strikeout version to show changes between existing and proposed language.
TEMPLATE RESOLUTION―APPROVE ANNUAL CAPITAL AND OPERATING BUDGET 2.2
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the [year-year] operating [and capital] budget for [School Corporation Name] and its submission to the Lasallian Education Corporation for its approval, in accordance with the Bylaws of [School Corporation Name], Section 2.2 (Rights Reserved to Member). The board confirms that the budget meets the criteria set forth in the Corporation’s Policy Handbook and the LEC Financial Review Policy. [Name], CEO, has provided the board with documented information, including the major assumptions upon which the budget is based, and a general statement linking the major expenditure categories to the realization of the board’s ENDs policies.
The board also agrees that the budget does not violate its policies on Financial Planning/Budgeting (attached).
[# yes]
[#no]
[#abstaining]
[#absent]
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: Budget; Financial Planning/Budgeting Policy
Note:
The operating and capital budget of the school corporation, and a board resolution approving it, are submitted to the LEC Secretary by June 30 annually. If there is a material change of 10%* or more to the budget that was submitted June 1, a final budget and a board resolution approving it are due to the LEC Secretary by November 1.
*The 10% or more change refers to previously-budgeted expenses (total) that are increased by 10%, or previously-budgeted revenue (total) that is decreased by 10%.
TEMPLATE RESOLUTION―PROPERTY PURCHASE, SALE, ETC. (2.2) To approve, in advance of any such transaction, any acquisition of real property by purchase of gift or any sale, lease, transfer or encumbrance of any real property of this corporation.
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the request of [Name, President/CEO of school corporation name] for the purchase of [the house and property at 1234 Main Street, City, State,] at a cost of [$$$$], and requests the approval of the Lasallian Education Corporation, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member).
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
The Director of Board Formation, LEC Secretary, or District Finance Director can assist with language when needed. All paperwork and explanation of the proposed purchase, proposed use of the property to be purchased, and total encumbrance to the school should be attached to this resolution. Consultation with the District CFO is advised.
TEMPLATE RESOLUTION― (2.2) To approve any dissolution, consolidation, merger, partnership, joint venture, or transfer of all or substantially all of the assets of this Corporation.
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees of [school corporation name] hereby approves a merger with [name] to form a new school entity and requests the approval of the Lasallian Education Corporation, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member).
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
The Director of Board Formation, LEC Secretary, or District Finance Director can assist with language when needed. All paperwork and explanation of the proposed merger, dissolution, consolidation, joint venture or transfer and total encumbrance to the school should be attached to this resolution. Consultation with the District CFO is advised.
TEMPLATE RESOLUTION―LEGAL COUNSEL (2.2)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the board of trustees approves the hiring of [Smith, Jones, and Washington, Inc., Attorneys at Law] as legal counsel for [School Corporation name] and requests the approval of the Lasallian Education Corporation, in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note:
The Board should consult with De La Salle Institute that pertains, in part, to use of legal counsel, and if necessary, provide a board resolution for LEC approval, providing details if needed.
TEMPLATE RESOLUTION―LCAP Annual Report (2.2(j)
[School/Corporation Letterhead]
Resolution
Board of Trustees
[School Corporation Name]
[Date resolution adopted]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolves, that the Board of Trustees hereby approves acceptance of the CEO’s Monitoring Report (Relationship to the District and (Arch)Diocese) dates of .
Further Resolved, that the Board approves sending this Monitoring Report, including the School’s response to the Lasallian Catholic Assessment Process (LCAP), which includes the Religious Studies Assessment, to the Lasallian Education Corporation for their review in Accordance with the Bylaws of the , Section 2.2 (rights Reserved to Member), and the Board’s Policy Handbook, particularly those in “Executive Limitations: Relationships with the (Arch)Diocese of ________ and the District of San Francisco New Orleans.
#Yes
#No
#Abstain
#Absent
[Secretary name and signature]
[Date]
cc: Secretary, Lasallian Education Corporation
Attachments: any required
Note: A copy of all materials mentioned above should be attached to this Resolution.
TEMPLATE RESOLUTION – 2.2– to Review and Accept the Annual Financial Audit for this Corporation
RESOLUTION
Board of Trustees
[School Corporate Name]
[date of meeting]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees hereby recommends approval of the [fiscal year dates] Financial Audit for [school corporate name].
Further Resolved, that the Board approves sending the Audit to the Lasallian Education Corporation, for their review and acceptance in accordance with the Bylaws of the , Section 2.2 (rights Reserved to Member), and the Board’s Policy Handbook, particularly those in “Executive Limitations: Financial Conditions and Activities.”
Vote:
# Yes
# No
# Abstain
# Absent
[Recording Secretary Name and signature]
[Date}
cc: Secretary, Lasallian Education Corporation
Note: A draft copy of the Annual Audit including all pertinent letters and materials will need to be sent along with the board-approved Resolution to the LEC Secretary.
TEMPLATE RESOLUTION – 2.2– To approve ceasing to operate the school, ceasing to operate the school as an exclusively Catholic institution, or ceasing to be a religious non-profit corporation, and to approve a change in the name of the school.
RESOLUTION
Board of Trustees
[School Corporate Name]
[date of meeting]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees hereby approves the following name change:
From: [La Salle High School]
To: [La Salle Catholic College Preparatory]
Further Resolved, that the Board approves sending this request to the Lasallian Education Corporation, for their approval in accordance with the Bylaws of the , Section 2.2 (rights Reserved to Member).
Vote:
# Yes
# No
# Abstain
# Absent
[Recording Secretary Name and signature]
[Date}
cc: Secretary, Lasallian Education Corporation
TEMPLATE RESOLUTION – 2.2– to approve any unbudgeted annual aggregate or unbudgeted single expenditure in excess of $1M
RESOLUTION
Board of Trustees
[School Corporate Name]
[date of meeting]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees hereby recommends approval of the demolition of the property recently acquire at [address] and the creation of a new baseball diamond at that site for an estimated cost of $1.5M (one million five hundred thousand dollars).
Further Resolved, that the Board approves sending the estimates of the proposal mentioned above to the Lasallian Education Corporation, for their review and acceptance in accordance with the Bylaws of the , Section 2.2 (rights Reserved to Member), and the Board’s Policy Handbook, particularly those in “Executive Limitations: Financial Conditions and Activities.”
Vote:
# Yes
# No
# Abstain
# Absent
[Recording Secretary Name and signature]
[Date}
cc: Secretary, Lasallian Education Corporation
Note: All paperwork with explanations of the proposed charges and estimates with total encumbrance to the school should be attached to this resolution.
TEMPLATE RESOLUTION: To approve and authorize the establishment of any corporation and/or foundation associated with this school corporation. (2.2)
RESOLUTION
Board of Trustees
[School Corporate Name]
[date of meeting]
On a motion by [name], and second by [name], the following resolution was adopted:
Resolved, that the Board of Trustees hereby recommends approval of the establishment of a [Foundation/Corporation] associated with [School name]. The purpose of this [Foundation/Corporation] is
[purpose].
Further Resolved, that the Board approves sending the resolution to the Lasallian Education Corporation, for their review and acceptance in accordance with the Bylaws of the , Section 2.2 (rights Reserved to Member), and the Board’s Policy Handbook,
Vote:
# Yes
# No
# Abstain
# Absent
[Recording Secretary Name and signature]
[Date}
cc: Secretary, Lasallian Education Corporation
Note: All paperwork with explanations of the proposed Foundation or Corporation should accompany the Resolution.
Bylaws Reference Sheet for Board Chairs and Secretaries
District of San Francisco School Corporations
The following items in the corporate bylaws concern dates, actions, responsibilities, and documents that may require special attention of the Chair and Secretary during the year; most are specific to the Board-LEC relationship:
1.4 Formation. The Chair is to establish for the Board of Trustees a formation program about the Lasallian mission.
2. Rights Reserved to the Member. Board actions requiring LEC approval, as described in Section 2.2 require that a board resolution and any accompanying documentation be submitted by the Secretary to the LEC Secretary. (See Checklist.)
2.2(j) Budgets. By June 1 annually, a board-approved operating budget (and capital budget, when applicable), and the accompanying board resolution, are submitted to the LEC Secretary. An adjusted final budget and board resolution approving it are due to the LEC Secretary by November 1 if the previously-submitted budget's expense total has increased by 10% or more, or the revenue total has decreased by 10% or more.
3. Terms. The Director of Board Formation will work with the Chair to coordinate terms. Generally, terms begin on July 1 and end on June 30 of the term years established.
4. At the annual meeting, the trustees shall nominate a Board Chair and Vice-Chair and submit the nominations to the LEC Secretary, with the accompanying board resolution, for LEC approval.
7. Annual Meeting. The annual meeting of the board is held the first meeting of the year. The names of prospective board members nominated at the annual meeting (or at any other time during the year) are submitted to the LEC Secretary with the appropriate board resolution(s), for LEC approval. Guidelines and policies re: service as board officers and board members appear in the Criteria for Board Membership, published by the LEC. Board officer terms are usually for one year, July 1 through June 30. At the annual meeting, the Board shall also appoint the officers of the Corporation (see details in 4.2). Note that term renewals for trustees also require board approval, with a resolution submitted to the LEC for its approval. New board members must complete Policy Governance training prior to being approved by the LEC.
2. Appointment and Term of Office (Corporate Officers). The Board appoints the officers of the corporation at its annual meeting (see 3.7 above), and a board resolution is submitted to LEC for approval of the officers, per 2.2(a).
3. Annual Report. Please submit the annual report (the audit) to the LEC Secretary and to board members within 120 days of the close of the fiscal year.
Bylaws: rules adopted by an organization chiefly for the government of its members and the regulation of its affairs.
While the board’s Policy Handbook governs specific responsibilities and actions of the board, the CEO, and the relationship between the two and the school, the Bylaws govern the school corporation, a legally incorporated religious, nonprofit organization in its appropriate founding state. The Articles of Incorporation legally establish that corporation, and the bylaws legally govern its members and its affairs under the corporate codes of the State. The school corporation qualifies as tax-exempt, and is listed in the Official Catholic Directory by P.J. Kennedy & Sons.
The following items in the Bylaws will be of particular note to Secretaries:
Article 2
This section of the bylaws is the one that will result in the majority of contact between the corporation's Secretary and the LEC (the Member). Board resolutions are required.
Specific points of clarification in 2.2:
• 2.2(j): the operating and capital budget of the school corporation and a board resolution approving it are submitted to the LEC Secretary by June 30 annually. If there is a material change of 10%* or more to the budget that was submitted June 1, a final budget and a board resolution approving it are due to the LEC Secretary by November 1. *The 10% or more change refers to previously-budgeted expenses (total) that are increased by 10%, or previously-budgeted revenue (total) that is decreased by 10%. (New procedure adopted October 2000.)
Article 3
• 3.2 Number of trustees: remember that the total number should be in accordance with the Bylaws. This includes the Christian Brother and Lasallian Partner.
• 3.3 Term of Trustees: trustees are appointed to the term defined in the Bylaws which may be renewed for a total of between six to eight or nine years. New member terms are determined with an eye to maintaining the structure established in 3.3, intended to preserve continuity of the board through the appropriate staggering of terms.
• 3.4 Chairperson (and Vice-Chairperson) of the board: shall be nominated at the annual meeting of the board, and the nominations submitted by board resolution to the LEC Secretary for LEC action.
• 3.7 Annual Meeting: takes place as determined by the Policy handbook. The agenda may include nomination of new trustees and/or nomination of current trustees for new terms (per 3.3d). The agenda shall include nomination of the Board Chairperson and Vice-Chairperson (see 3.4), and appointment of the corporate officers (per 4.2). Board resolutions are submitted to the LEC Secretary for LEC action.
• 3.8 Regular Meetings: agenda should be distributed at least ten days prior to the meeting or as required by the Board’s Policy handbook.
• 3.10 Attendance: Secretary and Chair should be attentive to such and should alert any trustee whose attendance record might be affected.
• 3.13 Action Without Meeting: might apply to, e.g., board resolution processed by phone, e-mail or fax vote – keep written records of such.
Article 4
• 4.2 Appointment and Term of Office: the board appoints the corporate officers at its annual meeting. Per 2.2(a), the corporate officers are subject to LEC approval. A board resolution is submitted to the LEC Secretary.
Article 7
• 7.3 The Annual Report (the audit) should be submitted to the LEC Secretary and to board members within 120 days after the close of the fiscal year (generally, October 31 for a June 30 closing date).
*In Washington State, the required corporate title for the CEO is "President," and the required title for the CFO is "Treasurer." The required titles will be used in the bylaws for District school corporations in Washington State.
MINUTES OVERVIEW
Below are descriptions of two formats; use whichever works best for your board. Include School Corporation name and meeting date on each page. Minutes should be signed by the Corporation's Secretary. (Please remember to cc: minutes to the Archives at De La Salle Institute.)
Rule of Thumb: BE brief, but accurate.
Objectives of minutes:
• State the topics addressed.
• Synopsize (pertinent) discussion leading to action.
• Record the action taken.
Narrative Format
Narrative format is generally straight text describing what happened at the meeting. It is not always necessary to indicate people’s names in text that describes discussion of a topic. Speakers are often difficult to track, as well, while taking the minutes. Use your judgment about how much “who said what and who replied what” to include. Include names when you feel it is key to recording an important issue raised, action taken, recommendation made, etc., and of course, names are always necessary in motions and seconds made.
Suggestions: When formalizing the minutes from your meeting notes:
1. Use the meeting agenda items as titles to separate the minutes into sections – easier to read, and eliminates the need to search out specific topics in a running narrative.
2. Synopsize brief discussions. For more lengthy discussions, give a brief, general synopsis and list specific issues raised in the discussion in short phrases in a bullet point list, adding the speaker’s name in parentheses after the bullet point item if needed.
3. Highlight board resolutions in the text of the minutes in bold or italic.
Chart Format
Sample: this format may not provide enough detail; review with your board before adopting this format.
|Topic |Discussion |Action |
|Minutes of Last Meeting |Correction of Mr. Smith’s name. |Minutes approved. |
|Board Development & CEO Evaluation |Trustees’ responsibility is to govern rather than |Evaluation Committee named: Smith, Anderson, |
| |manage. Focus on results and mission Group |Br. Sam. Committee will convene after revision|
| |discussion about the evaluation tool (indicate |of the evaluation tool. |
| |specific issues). | |
|Policy Handbook |Trustees need further review of the handbook before |Contact Chair with questions or comments. |
| |the next meeting. | |
Notes:
Board Agenda: Should be distributed at least ten days before the meeting, per Bylaws Article 3.8.
Resolutions: You may wish to prepare drafts of resolutions before the meeting, and distribute them at the meeting for editing and action.
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Lasallian Education Corporation
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Minutes, Bylaws, and
Board Resolutions
Reference Sheets and Templates
for Secretaries
Revised July 2019
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