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BYLAWS BYLAWS PREAMBLE Lumen Christi High School ("LCHS" or the "School") is constituted and operates as a separate Public Juridic Person in accordance with the universal law of the Roman Catholic Church and the Statutes of the Diocese of Lansing promulgated by the Bishop of Lansing (the "Bishop") as effective on September 15, 1987 (the "Statutes"), and thereafter amended. The Bishop holds title to all the physical properties of LCHS and is morally, canonically and civilly responsible for all activities of the School. As such, LCHS is juridically independent of all parishes in the Jackson area and their pastors. It does, however, work in close concert with the schools sponsored by the parishes. ARTICLE I NAME 1.0 The official name of the School is Lumen Christi High School. Its postal mailing address shall be: Lumen Christi Catholic High School MISSION STATEMENT
1.1 "Lumen Christi High School believes that Catholic education is an expression of the mission entrusted by Jesus to the Church He founded. Through education, the Church seeks to transform its members and all of society to a wholesome and holy life. We at Lumen Christi believe that the intelligent person is one who has learned to choose wisely according to Gospel values, and thus lives in the Light of Christ. The essence of the Catholic education presented at Lumen Christi brings about these character-enhancing qualities. Our mission is to cultivate the whole person: spiritually, mentally, physically, socially, and psychologically. Such a Catholic education helps each individual develop an understanding of his/her responsibilities to himself/herself, to his/her family, and to the larger community. The test of our fulfillment of this mission is the person that is formed. We are very proud of the many men and women who have been influenced by Lumen Christi and our system of Catholic education. We know that the atmosphere we create can be a benefit for all of life." THE STATUTES 1.2 The Statutes require LCCHS to prepare and publish bylaws in order to implement the Statutes. They further intend that the bylaws be consistent with the Statutes and provide that the bylaws will be binding only insofar as they reflect the provisions of the Statutes and have received the approval of the Superintendent of Education of the Diocese of Lansing (the "Superintendent"), who is appointed to that position by the Bishop. These bylaws received approval of the Superintendent on September 12, 2007 and revoke and completely replace the bylaws as reissued by the School in September 2004. ARTICLE II PURPOSE 2.0 The main purpose of these bylaws is to establish a school board for Lumen Christi High School and to set forth the school board's rules of governance, organization and operation. Accordingly, the LCHS School Board (the "Board") is hereby created. The Board shall regularly function as a consultative and advisory body to the principal of LCHS (the "Principal"), and on occasion to the Bishop as stipulated by the Statutes. THE PRINCIPAL 2.1 The Principal is designated by the Superintendent after appointment by the Bishop. Only the Bishop can appoint and remove the Principal. The Principal is the chief administrative officer and chief executive officer of the School and has full and complete authority over the School as conveyed by the Statutes. Notwithstanding the foregoing, the Principal remains subject to the supervision and administration of the Superintendent as provided by the Statutes and by the policies of the Diocese of Lansing applicable to the School. 2.2 The Board is not a legal person, but is comprised of individuals who have volunteered and agreed to function as a consultative and advisory body in accordance with these bylaws and the Statutes. Neither the Board nor any of its members has any authority to commission fundraising activities on behalf of the School or to do anything which would threaten or compromise the School's nonprofit status. Nor shall a financial benefit of any type, either directly or indirectly, inure to the Board or any of its members as a result of their service on the Board. 2.3 Within its restricted scope, the purposes of the Board and its members shall be: A. To promote, assist, and encourage the Catholic educational process at the School B. To serve as the School's good will ambassadors to the pastors, parish councils and commissions, diocesan officials, local, state and national governmental officials, the local community at large and to the faculty and administrative staff of the School. C. To advise and consult with the Principal about such policies, procedures, activities and programs which provide, in a religious climate, high quality educational, living and learning experiences in order to develop the religious, personal, social, and vocational competencies of each student at the School. D. To perform the duties designated for the Board in the Statutes as enumerated in Article III of these bylaws. E. To promote the growth and maintenance of the student enrollment at the School. F. To advise and consult with the Principal about the governance, organization and administration of the School, including the relationships with the faculty and administrative staff at the School, the relationships with alumni, donors and benefactors of the School and all activities designed and commissioned by the Principal to secure their financial and moral support for the School. G. When specifically requested by the Superintendent, to evaluate the Principal's implementation and compliance with applicable directives and guidelines of the Diocese of Lansing, the U.S. Department of Education, and the State of Michigan. H. To evaluate the Principal's oversight and control of all organizations involved in the solicitation, receipt and disbursement of funds on behalf of the School or in connection with its activities. I. To provide advice and counsel to the Board of Trustees (the "Trustees") of the Lumen Christi High School Endowment Trust Fund with respect to matters concerning the School, when requested by the Principal or by the Trustees to do so. J. Provide an annual evaluation of the Principal, including the Principal's maintenance of relationships of effective communication with parishes and responsible accommodations to the judgments of pastors and parish councils, the results of which evaluation shall be reported in writing to the Principal and the Superintendent. K. In circumstances where the Principal has resigned, been removed by the Bishop or been rendered unable to serve because of death or a permanent disability, the Board shall immediately advise the Superintendent of individuals who are capable of serving as acting principal until a permanent replacement is appointed by the Bishop. L. To encourage parishes to support the School by subsidizing its operations and otherwise promoting its welfare, both being expectations of parishes contained in the Statutes. M. To keep minutes as an official record of all of the Board's activities with respect to the School which shall be preserved in the archives of the School, and at the discretion of the Principal made available by the Principal for inspection during the School's regular business hours to parents of students, pastors of affiliated parishes and their education commissions. ARTICLE III SPECIFIC STATUTORY DUTIES 3.0 The Statutes assign specific duties and capabilities to the Board and certain of its members and in doing so restrict the scope of the Board's ability to take action. 3.1 Those statutory duties are set forth below: A. The Chair of the Policy Committee of the Board and the Chair of the Finance Committee of the Board and the Principal jointly determine the agenda for meetings of the Board. (Statutes 5.6) B. The Board has the right to designate a part of unrestricted net assets of the School, as defined by Statutes 7.3, for a specific purpose. Such purpose can be later revised by the Board. (Statutes 7.4) C. A budget must be prepared annually by the Finance Committee of the Board for all items of ordinary administration of the School and the Board must approve the budget before it becomes effective. Neither the Board nor the Principal may approve a deficit budget. Any proposed deficit budget must be reviewed by the Diocesan Finance Committee and approved by the Bishop. (Statutes 8.2) D. The Board must consent in writing before the Bishop will accept a request from the Principal to perform any act for which the Statutes require the Bishop's approval. (Statutes 9.3) E. The Board may request explanations from the Principal for administrative decisions, but may not reverse or amend such decisions. (Statutes 10) F. In accordance with Statute 4, the Board may set policies, as defined by the Statutes, which limit the administrative discretion to be exercised by the Principal, but in doing so the Board may not act to eliminate grants by the Statutes of discretionary authority to the Principal. Such Board policies represent legitimate expectations of the Principal by the Board, but they are not laws. Moreover, Board policies cannot be inconsistent with the policies issued by the Bishop. If a Principal decides to take action contrary to a Board policy, the Principal must notify the Board and the Superintendent in writing of the reasons for such action. Violation of a Board policy by the Principal does not ordinarily justify an appeal by the Board to the Superintendent unless is can otherwise be shown that a right has been violated. (Statutes 4, 4.1, 4.2 and 10) G. In situations involving the appointment and the removal of the Principal of the School, the Board shall provide its advice and counsel to the Bishop before the Bishop takes action. (Statutes 2.6) H. With respect to funds of the School that are not deposited by the Principal in the Lumen Christi High School Endowment Trust Fund and managed by its Trustees, the Finance Committee of the Board may ask the Bishop in writing to authorize a subcommittee of the Board to manage these funds. (Statutes 12) ARTICLE IV MEMBERS' DUTIES 4.0 Each member of the Board pledges his/her best efforts to accomplish the mission of the School, to facilitate the work of the Board, to prepare for and attend meetings, to participate fully in the work of the Board and its committees and subcommittees, and maintain all confidences entrusted during the course of membership on the Board. 4.1 Each member of the Board must agree to have his or her name published on the LCCHS website along with contact information and agrees to support the School financially according to the member's financial ability. 4.2 Finally, Catholic members of the Board pledge to be practicing Catholics and members in good standing in their parishes and all Board members, regardless of their religious persuasion, pledge to support and pray regularly for the well-being of the School, its students, faculty, staff and Principal. ARTICLE V MEMBERSHIP 5.0 The Board of LCHS shall be comprised of not fewer than eleven (11) or more than seventeen (17) members. Each member shall be appointed to the Board by the Principal. In addition, the Principal is a permanent, nonvoting, ex-officio member of the Board and pursuant to the Statutes serves as the Board's executive secretary. The chair of the Policy Committee is designated by the Statutes to serve as Chair of the Board. (Statutes 5.6) 5.1 As long as they continue to (i) have students enrolled in the School, (ii) pay the parish subsidy amount for each student from the parish attending the School, and (iii) continue to allow the School to conduct fundraising campaigns within their parishes, the following parishes from the immediate Jackson area are eligible to each have one member appointed to the Board: St. Catherine Laboure, St. John's, St. Joseph's, St. Mary's, Our Lady of Fatima, Queen of the Miraculous Medal, St. Rita and St. Stanislaus. The following parishes, more removed from the Jackson area, St. Anthony's Hillsdale, Sts. Cyril & Methodious Bunkerhill, St. John's Albion, St. Joseph Shrine Brooklyn, St, Mary's Chelsea, St. Mary's Manchester, St, Mary on the Lake Manitou Beach and Sacred Heart Hudson, and the mission at Sacred Heart Chapel in Jackson, as a group are eligible to have a total of up to five members appointed to the Board. Preference will be given to those in the group who pay the parish subsidy amount and allow the School to conduct fundraising campaigns. The balance of the Board shall consist of at large members of the Board, of which up to two members shall be selected from among non-Catholic parents who have enrolled students in the School. 5.2 The term of office of each Board member is three years in length. Each year of the term begins on July 1st and ends the subsequent June 30th, which corresponds to the fiscal year, and includes the academic year, of the School. 5.3 Each Board member is limited to three consecutive terms of office for a total of nine years. Only years served after July 1, 2007 shall count toward the nine-year limit. Partial years served on the Board do not count toward the nine-year limit. 5.4 The terms of office of the Board members shall be staggered so that approximately one third of the members' terms expire each year. As a transition, before July 1, 2007, the Principal shall designate one third of the existing Board members as possessed of a term ending on June 30, 2008, one third of a term ending on June 30, 2009 and one third of a term ending on June 30, 2010. ARTICLE VI COMMITTEES 6.0 As prescribed by the Statutes, the Board shall have two standing committees: a Policy Committee and a Finance Committee. Each year, the Principal shall assign each Board member to one of the two standing committees. The Principal shall be a permanent, nonvoting, ex-officio member of each standing committee. For their regular meetings, the two standing committees may meet separately or together as one body, as determined and scheduled by the Principal. In fixing the agenda of any regular meeting, the Principal, and the Chair of the Policy Committee and the Chair of the Finance Committee shall decide which matters should be within the purview of each standing committee. 6.1 The Policy Committee shall have no more than eight voting members and be comprised of Board members with varied backgrounds, interests and expertise. The Policy Committee will meet a minimum of at least four times during the school year on a schedule to be determined by the Principal. There shall be a chair of the Policy Committee elected from among its members no later than the first committee meeting each year. The Chair of the Policy Committee has the authority to call a special meeting of the Policy Committee and to cause the Principal to provide notice of the special meeting to its members. 6.2 The Finance Committee shall have no more than nine voting members and be comprised of members who have backgrounds with expertise in finance or management. The Finance Committee will meet a minimum of at least eight times during the school year on a schedule to be determined by the Principal. There shall be a chair of the Finance Committee elected each year from among its members no later than the first committee meeting each year. The Chair of the Finance Committee has the authority to call a special meeting of the Finance Committee and to cause the Principal to provide notice of the special meeting to its members. 6.3 The Chair of the Policy Committee, the Chair of the Finance Committee and the Principal each may appoint subcommittees of the Policy Committee and Finance Committee subject to the approval of the members of the particular standing committee involved. The individuals serving on any of those subcommittees do not have to be members of the Board, provided that at least one member of the Policy Committee must be a member of any of its subcommittees and one member of the Finance Committee must be a member of any of its subcommittees. The Board shall receive regular reports on the activities of all subcommittees. Finally, no committee or subcommittee is empowered to act independently of the Board in derogation of the Statutes. ARTICLE VII SPECIAL COMMITTEES 7.0 From time to time, the Principal in his discretion may create and appoint any number of special committees to assist in carrying out the Principal's duties and responsibilities. These are not Board committees and their members are not required to be members of the Board. However, the Principal should regularly report to the Board on the activities of any special committees. Such special committees shall not impinge upon the powers, authority and duties reserved for the Board and its committees and subcommittees by the Statutes and these bylaws. ARTICLE VIII OPERATION 8.0 Meetings of the Board, its committees and subcommittees are not public meetings. Regularly scheduled meetings are open to all Board members and to any persons specifically invited by the Principal or a Board officer to attend a particular meeting as a special invitee. Such meetings will typically be held at the School unless the notice of meeting specifies otherwise. 8.1 A person wishing to bring a matter to the attention of the Board may do so by contacting the Principal, the Chair of the Policy Committee or the Chair of the Finance Committee and request that the matter be placed on a future meeting agenda of the Board. Such a person shall have five minutes to state their case. If the matter involves an administrative decision related to a particular student or group of students, Article 3.1(E) will be observed even if the matter is taken up by the Board. 8.2 The Principal shall be responsible for providing a notice of meeting to each person being invited to the meeting and this shall typically be done at least five days in advance of the meeting. Such notices may be provided by U.S. mail or electronically by means such as by telephone, fax, voicemail or e-mail. They shall specify the date, time and place of the meeting and contain a brief statement of the purpose(s) for the meeting. Notice requirements are waived for special meetings of the Board and its standing committees, provided that the Principal is expected to attempt to provide at least twenty-four hours' notice of such meetings. 8.3 A majority of voting members of the Board or a standing committee of the Board is the quorum required to conduct official business at a meeting. Each member is entitled to one vote and there is no voting by proxy allowed. However, voting in writing by consent action and by polling members over the telephone are permitted. A simple majority of all members voting in writing by consent action and a simple majority of the voting members present in person or on the telephone in a conference call or polled on the telephone is necessary to take action in all matters except that a two thirds vote of all Board members in favor of the budget is required for its approval. 8.4 The Board, its standing committees and any subcommittees shall typically conduct meetings informally. When necessary or advisable to operate a meeting in a formal fashion, Robert's Rules of Order (revised) shall be employed. The Chair of the Board and the chairs of the standing committees shall preside at and conduct all meetings. 8.5 The officers of the Board shall consist of the Chair of the Board, who shall also be President of the Board and by the Statutes is the Chair of the Policy Committee, the Chair of the Finance Committee, who shall be Vice President of the Board, and the Principal, who shall be Executive Secretary of the Board. The three officers of the Board serve as the Executive Committee of the Board. The Executive Committee is empowered to act on behalf of the Board in time of emergency when, in the judgment of the Principal, there is not sufficient time to convene the Board to consider the matter which is creating the emergency and requirement for action. The Executive Committee shall report any actions it takes to the Board. 8.6 The Principal may propose rules for removal of members from the Board and its committees and subcommittees. Such rules become effective upon a majority vote of the Board conducted in accordance with Section 8.2 above. 8.7 These bylaws may be amended by majority vote of the Board conducted in accordance with Section 8.2 above, but such amendments shall not become effective until approved by the Superintendent. 8.8 By majority vote, any part of a meeting may take place in an executive session not to be recorded in the minutes of the meeting except to note that an executive session took place. 8.9 Once effective after approval by the Superintendent, the Principal shall cause a copy of these bylaws to be published and maintained on the website of LCCHS. |