TEMPLATE RESOLUTION – TRUSTEES



Lasallian Education CorporationLouisiana Lasallian Education CorporationMinutes, Bylaws, andBoard ResolutionsReference Sheets and Templatesfor SecretariesRevised November 2014 TABLE OF CONTENTSIntroduction3Board Resolution Procedures4LEC/LLEC Reserved Rights5Officers of the Corporation Resolution Template6Officers of the Board Resolution Template7Trustee Resolution Template8CEO Appointment/Reappointment Resolution Template9Articles & Bylaws Amendments Resolution Template10ENDs Policy Adoption, Amendment & Revision Template……………………………… 11Policy Handbook Resolution Template12Budget Resolution Template13Purchase/ Sale Resolution Template14Dissolution, Merger, Partnership, Joint Venture, Transfer of Assets Resolution15Legal Counsel Resolution Template16Catholic Lasallian Assessment Process (CLASP)/Religious Studies Annual Report Resolution……………………………………………………………………………………..17Financial Audit Resolution Template18Approval of Ceasing to Operate School, Cease to Operate as Catholic Institution Resolution19Approval of Unbudgeted Annual Aggregate or Unbudgeted Single Expenditure in Excess of $1M Resolution20Approval of Establishment of Foundation or Corporation 21Bylaw Reference Sheet22Bylaws of Note for Board Secretaries………………………………………………………23Minutes Overview25Lasallian Education Corporation/Louisiana Lasallian Education Corporation Board Resolution TemplatesThe following resolution templates were created to assist with the preparation of board resolutions required for LEC/LLEC 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/LLEC Secretary.Lasallian Education Corporation/Louisiana Lasallian Education Corporation De La Salle InstituteP.O. Box 3720Napa, California 94558-0372(707) 252-0222jberlogar@ lec_llec@BOARD RESOLUTIONS must be submitted to the LEC/LLEC for its action on any item(s) defined in the bylaws as requiring LEC/LLEC approval. FormatBoard resolutions should be on school letterhead (if not, be sure to identify the school name) and should contain the following elements:School Corporation Name.Date on which the resolution was adopted by the board.Names of trustees who made the motion and seconded the motion.Text of resolution.Results of the vote: indicate # of yes votes, # of no votes, # of abstentions, # of trustees absent from the meeting, when applicable.Secretary name, signature, and date.Attachments of necessary documents.Procedure for Submission of Board Resolutions to the LEC for its ActionSubmit the resolution (an original, signed document) and any accompanying documentation directly to the Secretary of the LEC/LLEC as soon as possible after the meeting. Documents should be sent with signatures electronically (lec_llec@). The LEC/LLEC Secretary will forward the resolution to the LEC/LLEC for its action at the earliest possible time. LEC/LLEC meetings are generally held every month from September through May, with an additional meeting during the summer months, if needed. If LEC/LLEC action is required between meetings, the LEC/LLEC may hold special sessions. It is the preference of the LEC/LECC that all actions needing approval be held until its regularly-scheduled meetings. For a complete list of LEC/LLEC meeting dates, please contact the LEC/LLEC Secretary.The LEC/LLEC Secretary will notify the Board Chair, CEO, Secretary, and Director of Lasallian School Boards of LEC decision(s) as promptly as possible.LEC/LLEC-initiated decisions will also be distributed by memo as appropriate (e.g., revisions to the bylaws, LEC/LLEC appointment of trustees, etc.)The LEC/LLEC Secretary maintains document masters ― bylaws, policy handbooks, articles of incorporation, consulting agreements ― and will provide revised documents following LEC/LLEC actions taken. Schools are asked not to revise the documents, but rather to obtain them from the LEC/LLEC Secretary, to maintain the integrity of the documents.Note: Please provide a copy of board agendas, packets, and minutes electronically to the LEC/LLEC Secretary. They are reviewed simply for attention to any items that may require LEC/LLEC consideration and/or that might be affected by the bylaws. If needed, the LEC/LLEC Secretary will contact the 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/LLEC shall have the following powers pertaining to the school corporations of which LEC/LLEC is the sole Member: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; 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 Catholic Lasallian 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 thisSchool; 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]ResolutionBoard 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/Louisiana Lasallian Education Corporation] for its approval, in accordance with State Law for non-profits.[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/Louisiana 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]ResolutionBoard 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/Louisiana 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/Louisiana 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]ResolutionBoard 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/Louisiana 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/LLEC, 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/Louisiana Lasallian Education Corporation]Note:All new candidates are required to attend the board development workshop prior to LEC/LLEC 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/LLEC shall be attached to the Resolution. There may be a significant amount of time between the board's nomination of a candidate and LEC/LLEC approval, depending on the schedule for the next board development workshop. The Corporate/Board Secretary and LEC/LLEC Secretary should keep this "open resolution" on their respective checklists until final LEC/LLEC approval is done. A candidate has no vote or voice on the board until Board Development training & LEC/LLEC approval is complete.TEMPLATE RESOLUTION―APPOINTMENT/REAPPOINTMENT OF SCHOOL PRESIDENT (2.2)[School/Corporation Letterhead]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation]Note:The appointment, reappointment and removal of the President of the school are subject to LEC/LLEC approval. The resolution should include the specific term dates of the President’s employment agreement/appointment. This approval is handled separately from LEC/LLEC 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]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation]Attachments: any requiredNote: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/LLEC approval, revised documents are processed by the school, with a revised copy sent to LEC/LLEC 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]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation]Attachments: any requiredNote: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]ResolutionBoard 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/Louisiana Lasallian Education Corporation], in accordance with the Bylaws of [School Corporation name], Section 2.2 (Rights Reserved to Member):Amend (Sample):Executive Limitations: Emergency CEO Successionfrom: “…the CEO must have at least two other school administrators…”to: “…the CEO must have at least one other school administrator…”Executive Limitations: Physical Plantfrom: “…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/Louisiana Lasallian Education Corporation]Attachments: any requiredNote:The LEC/LLEC may also make changes to the (Policy Governance) handbook. Policy handbooks such as the student handbook and faculty/staff handbook do not require LEC/LLEC approval. Corporation policy handbook changes are processed in the master document on file with the LEC/LLEC, and revised copies are produced and distributed by the LEC/LLEC. 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]ResolutionBoard 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/Louisiana 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/LLEC] 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/Louisiana Lasallian Education Corporation]Attachments: Budget; Financial Planning/Budgeting PolicyNote: The operating and capital budget of the school corporation, and a board resolution approving it, are submitted to the LEC/LLEC Secretary by June 30th 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]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation] Attachments: any requiredNote:The Director of Board Formation, LEC/LLEC 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]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation] Attachments: any requiredNote:The Director of Board Formation, LEC/LLEC 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]ResolutionBoard 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/Louisiana 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/Louisiana Lasallian Education Corporation]Attachments: any requiredNote: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/LLEC approval, providing details if needed.TEMPLATE RESOLUTION―CLASP and Department of Religious Studies Annual Report (2.2(j)[School/Corporation Letterhead]ResolutionBoard 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 <<date>>of <<school corporate name>>.Further Resolved, that the Board approves sending this Monitoring Report, including the School’s response to the Religious Studies assessment and Catholic Lasallian Assessment Process (CLASP), - to the [Lasallian Education Corporation/Louisiana Lasallian Education Corporation] for their review in Accordance with the Bylaws of the <<school corporate name>>, 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/Louisiana Lasallian Education Corporation]Attachments: any requiredNote: 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<<School logo or corporation letterhead>>RESOLUTIONBoard 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/ Louisiana Lasallian Education Corporation], for their review and acceptance in accordance with the Bylaws of the <<school corporate name>>, Section 2.2 (rights Reserved to Member). Our review included the audit report and all auditor communications, as well as management’s responses to any auditor comments regarding internal controls and/or other matters. The board confirms that the audit meets the criteria set forth in the Corporation’s Policy Handbook, specifically the Executive Limitations: Financial Conditions and Activities.Vote: # Yes # No # Abstain # Absent[Recording Secretary Name and signature][Date}cc: Secretary, [Lasallian Education Corporation/Louisiana Lasallian Education Corporation] Note: A draft copy of the Annual Audit will need to be sent along with the board approved Resolution to the LEC/LLEC 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.<<School logo or corporation letterhead>>RESOLUTIONBoard 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/ Louisiana Lasallian Education Corporation], for their approval in accordance with the Bylaws of the <<school corporate name>>, Section 2.2 (rights Reserved to Member). Vote: # Yes # No # Abstain # Absent[Recording Secretary Name and signature][Date}cc: Secretary [Lasallian Education Corporation/Louisiana Lasallian Education CorporationTEMPLATE RESOLUTION – 2.2– to approve any unbudgeted annual aggregate or unbudgeted single expenditure in excess of $1M<<School logo or corporation letterhead>>RESOLUTIONBoard 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/ Louisiana Lasallian Education Corporation], for their review and acceptance in accordance with the Bylaws of the <<school corporate name>>, 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/Louisiana Lasallian Education CorporationNote: 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)<<School logo or corporation letterhead>>RESOLUTIONBoard 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/ Louisiana Lasallian Education Corporation], for their review and acceptance in accordance with the Bylaws of the <<school corporate name>>, 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/Louisiana Lasallian Education CorporationNote: All paperwork with explanations of the proposed Foundation or Corporation should accompany the Resolution.Bylaws Reference Sheet for Board Chairs and SecretariesDistrict of San Francisco School CorporationsThe 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:1.4Formation. The Chair is to establish for the Board of Trustees a formation program about the Lasallian mission.Rights Reserved to the Member. Board actions requiring LEC/LLEC approval, as described in Section 2.2 require that a board resolution and any accompanying documentation be submitted by the Secretary to the LEC/LLEC 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/LLEC Secretary. An adjusted final budget and board resolution approving it are due to the LEC/LLEC 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. Terms. The Director of Lasallian School Boards will work with the Chair to coordinate terms. Generally, terms begin on July 1 and end on June 30 of the term years established. At the annual meeting, the trustees shall nominate a Board Chair and Vice-Chair and submit the nominations to the LEC/LLEC Secretary, with the accompanying board resolution, for LEC/LLEC approval.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/LLEC Secretary with the appropriate board resolution(s), for LEC/LLEC approval. Guidelines and policies re: service as board officers and board members appear in the Criteria for Board Membership, published by the LEC/LLEC. Board officer terms are 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/LLEC for its approval. New board members must complete Policy Governance training prior to being approved by the LEC/LLEC. 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/LLEC for approval of the officers, per 2.2(a).Annual Report. Please submit the annual report (the audit) to the LEC/LLEC 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 the State of California/Oregon/Washington/Arizona. 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/LLEC (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/LLEC 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 33.2 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 a three year term which may be renewed once for a total of six 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/LLEC Secretary for LEC/LLEC 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/LLEC Secretary for LEC/LLEC 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 44.2 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/LLEC approval. A board resolution is submitted to the LEC Secretary.Article 77.3 The Annual Report (the audit) should be submitted to the LEC/LLEC 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 OVERVIEWBelow 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 FormatNarrative 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: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.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.Highlight board resolutions in the text of the minutes in bold or italic.Chart FormatSample: this format may not provide enough detail; review with your board before adopting this icDiscussionActionMinutes of Last MeetingCorrection of Mr. Smith’s name.Minutes approved.Board Development & CEO Evaluation Trustees’ responsibility is to govern rather than manage. Focus on results and mission Group discussion about the evaluation tool (indicate specific issues).Evaluation Committee named: Smith, Anderson, Br. Sam. Committee will convene after revision of the evaluation tool.Policy HandbookTrustees need further review of the handbook before the next meeting.Contact Chair with questions or comments.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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