Constitution & By-Laws of the Diocesan Catholic School Board
of the Roman Catholic Diocese Of Oakland, California
Article I: Creation and Name
The Board is established by the Bishop of Oakland as an association of appointed persons who are organized under the name of "The Diocesan Catholic School Board (hereinafter referred as Board) of the Roman Catholic Diocese of Oakland, California" (hereinafter referred to as "Diocese).
Article II: Commission
The Board is commissioned to advise the Bishop in all matters of Catholic schools in the Diocese through the office of the diocesan superintendent.
Section 1: Superintendent
The superintendent is the executive administrator of the Board and he/she has been delegated by the Bishop to represent his interests in all matters pertaining to the mission, philosophy, goals and objectives for the Catholic schools in the Diocese.
Article III: Meetings and Board Affairs
The Board shall meet on a regular basis and conduct its affairs from the perspective of the mission for Catholic schools, and from an understanding of the statement of philosophy which shall provide a values-based framework for the BoardÕs purpose and work.
Article IV: Policies
The Board shall collaborate with the superintendent to develop, monitor, evaluate and recommend policies designed to execute and sustain the mission and philosophy for Catholic schools.
Article V: Strategic Planning
The Board shall advise and assist the superintendent for purposes of maintaining collaborative, strategic planning processes, which shall sustain the development and annual evaluation of a strategic plan.
Article VI: Membership and Terms
Board membership shall include qualified clergy, religious and laity from throughout the Diocese who are nominated by the board and recommended by the superintendent to the Bishop for appointment.
Section 1: Number of Members
The Board shall not exceed 17 (seventeen) voting members, two of whom are principals of the diocese, one elected from among the elementary schools and the other principal elected from among the Catholic secondary schools. Non-voting, ex-officio Board members shall include the superintendent and the assistant superintendent(s).
Section 2: Terms
Members appointed by the Bishop shall serve a term of three years from the time of their appointment, and may serve for one or a second, (consecutive) three-year term.
Section 3: Vacancies and Appointment of Members
The Board shall have the responsibility of, and determining the processes for, recommending nominees to fill vacancies and for nominating new members to the Board. The superintendent recommends such nominees from the Board to the Bishop for appointment. Appointees filling a vacancy shall serve for the duration of the un-expired term.
Section 4: Termination of Board Membership
The Bishop shall be informed prior to filling any vacancy or removing any member from the Board. Board membership shall be terminated for the following causes: (a) vacancies due to death, resignation, disability or declaration by the president; (b) termination for cause by the written, secret and affirmative vote of two-thirds of the voting members of the Board; (c) missing three unexcused, consecutive regular meetings of the Board and/or Board committee meetings.
Section 5: Liability
Any person who serves as a member of the Board or serves in an advisory capacity to the Bishop and superintendent shall be immune from civil liability and shall not be subject to suit directly or by way of contribution for any act of omission resulting in damage or injury if such person was acting in good faith and within the scope of his/her official capacity, unless such damage or injury was caused by willful and wanton or grossly negligent conduct of such person.
Article VII: Officers
The officers of the Board shall consist of the President, Vice-President, and Secretary.
Section 1: President
The president shall: (a) preside at all regular and special meetings of the Board; (b) vote on motions; (c) appoint chairpersons and members to Board standing committees in consultation with the superintendent; (d) create ad hoc committees and appoint members thereto; (e) chair the executive committee; (f) serve as an ex officio member of all Board committees; (g) assure that the purposes and responsibilities of the standing committees are properly performed; (h) plan the agenda of Board meetings in consultation with the superintendent; (i) represent the Board at diocesan meetings as deemed appropriate by the superintendent.
Section 2: Vice-President
The vice-president shall: (a) preside at regular and special meetings of the Board in the absence of the president and is so authorized to act on behalf of the president subject to the restrictions of these by-laws; (b) assist the president with Board leadership, management and representation.
Section 3: Secretary
The secretary shall: (a) preside at regular and special meetings of the Board in the absence of the president and vice-president, and is so authorized to act on behalf of the president subject to the restrictions of these by-laws; (b) be responsible for assuring, with the assistance of Board and Board committee staff, that the preparation, distribution and retention of meeting minutes of regular and special meetings of the Board and its committees are procedurally executed; (c) oversee Board member qualifications, nominating and appointment processes for Board membership; (d) monitor Board membersÕ and officersÕ term limits; (d) chair and recommend two Board members to a nominating committee appointed by the president for purposes of nominating Board appointees and for developing a slate of officers for Board election.
Section 4: Election of Officers
Any voting member of the Board shall be eligible for office. When applicable and upon the recommendation of the Board secretary, the president shall appoint a nominating committee comprised of the Board secretary, superintendent or his/her delegate and two Board members for purposes of proposing a slate of officers for nomination no later than the BoardÕs next-to-last meeting of the current academic year. The election of officers shall occur during the BoardÕs last scheduled meeting of said academic year, but prior to June 30th. Additional nominations shall be entertained from the floor. Newly elected officers shall assume the duties of their office on July 1st.
Section 5: Terms of Office
Officers may be elected for one term of two years, and reelected for a second term of one year. Board members who are elected officers are not subject to the limits of their appointed term of Board membership while holding an elected office.
Article VIII: Board Committees
The Board shall support and maintain five standing committees: Executive, Mission Effectiveness, Finance, Strategic Planning and Public Relations and Public Policy.
Section 1: Executive Committee
The Executive Committee shall be convened in collaboration with the superintendent and chaired by the president. The committee is comprised of Board officers and the superintendent. The committee shall: (a) give advice and make recommendations for the appointment of Board committee chairpersons by the president; (b) meet to consider and propose recommended constitution and bylaw amendments as needed: (c) advise the superintendent or otherwise exercise the powers of the Board when it is neither in session nor practical to convene the full Board in a timely manner.
Section: 2: Mission Effectiveness Committee
The Mission Effectiveness Committee shall be chaired by a Board member who is appointed by the president in collaboration with the superintendent and with the consensus of the executive committee. The committee shall: (a) develop, maintain and periodically review a committee statement of purpose; (b) assist the superintendent in overseeing the effectiveness of the diocesan statements of mission and philosophy for Catholic schools; (c) advise the Board and superintendent that all financial, personnel and strategic planning goals and strategies find their meaning and purpose in furthering the mission and philosophy of the Catholics schools; and (d) advise the Board and complete Board-assigned tasks in matters affecting the furtherance of the mission and philosophy of Catholic schools in the Diocese.
Section 3: Finance Committee
The Finance Committee shall be chaired by a Board member who is appointed by the president in collaboration with the superintendent and with the consensus of the executive committee. The committee shall: (a) develop, maintain and periodically review a committee statement of purpose; (b) assist and advise the Board and superintendent in all matters pertaining to allocation of resources for strategic planning priorities and priorities recommended by the superintendent; (c) guide and monitor the understanding of the Board concerning developing financial issues appropriate to the work of the Board; (d) assist with the development, oversight, review and evaluation of financial policies and procedures approved by the Board; (e) receive budget reports and monitor ongoing revenues and expenditures; and (f) recommend to the Board approval or disapproval of the annual budgets submitted for diocesan schools.
Section 4: Strategic Planning Committee
The Strategic Planning Committee shall be chaired by a Board member who is appointed by the president in collaboration with the superintendent and with the consensus of the executive committee. The committee shall: (a) develop, maintain and periodically review a committee statement of purpose; (b) assist and advise the Board and superintendent in all matters of strategic planning affecting the mission-focused work product of the Board and Board committees; (c) monitor and guide the participation of the Board in developing strategic planning goals and strategies that pertain to the appropriate role and interests of the Diocesan School Board; and (d) make periodic reports and recommendations to the Board as to the progress and effectiveness of strategic planning for the Catholic schools.
Section 5: Public Relations and Public Policy Committee
The Public Relations and Public Policy committee shall be chaired by a Board member who is appointed by the president in collaboration with the superintendent and with the consensus of the executive committee. The committee shall: (a) develop, maintain and periodically review a committee statement of purpose; (b) assist and advise the Board and superintendent in all matters of public relations and advocacy, and policies and issues affecting the mission-focused, work product of the Board; (c) coordinate the dissemination of information with the California Catholic Conference on public policy issues.
Section 6: Ad Hoc Committees
Ad hoc Committees are established by the president and chaired by his/her appointment in collaboration with the superintendent. Such committees shall usually focus on the tasks needing immediate Board or Board committee attention. An ad hoc committee is dissolved once the Board or Board committee accepts its work product.
Section 7: Standing and Ad Hoc Committee Membership and
Terms
All Board members shall serve on a Board committee; however, the president and superintendent shall recommend exceptions for good cause based on the overall interests of the Board. The president and superintendent are ex officio members of all committees. At least two Board members shall be members of standing committees if possible. Other qualified members up to a manageable figure shall be persons recruited from throughout the diocese to serve on standing committees. These persons are eligible for appointment by the president based upon recommendations received from the committee chair, superintendent and/or other Board members. Similarly, the members of ad hoc committees shall consist of qualified persons recruited from throughout the diocese and appointed to serve the committee by the president based upon recommendations received from the ad hoc committee chair, superintendent, and/or Board members. Standing committee members shall serve for a period of six years, or until their personal resignation, or until their committee chair encourages them to resign. Volunteers serving on Board committees are considered potential appointees to the Board.
Section 8: Board Appointments to Diocesan Committees
Board members may be appointed to serve on a diocesan committee rather than a Board committee. Such ÒliaisonÓ appointments shall serve the purposes and broader interests of the Board.
Section 9: Meetings, Minutes and Staffing
Board committees shall meet on a regular basis as their purpose and work dictate. All meetings of Board standing committees shall publish minutes which shall be distributed to members of the Board before its next regularly scheduled meeting. When appropriate, minutes from ad hoc committee meetings shall be published and distributed. Standing and ad hoc committees shall be staffed by Board and/or Non-Board committee persons appointed by the Superintendent. Such staff persons shall collaborate with the committee chair in supplying the leadership needs of the committee.
Article IX: Amendments
These constitutions and bylaws may be amended by two-thirds vote of the voting membership of the Board.
Section 1: Proposed Amendments
Any Board member and/or the superintendent may propose amendments to these constitutions and bylaws.
Section 2: Executive Committee
The executive committee is authorized to discuss and recommend or not recommend proposed amendments to the full Board for adoption.
Section 3: Readings and Adoption
If a recommendation to the Board is made by the executive committee to adopt a proposed amendment, two readings of the proposed amendment are required followed by time for discussion if needed. Only after the second reading may the Board vote to accept the proposed amendment.
Approved by Bishop John S. Cummins 12/3/02
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