I. D. 1. a. Board of Directors By-Laws North Georgia Technical College Board of Directors By-Laws Name and Membership The name of this organization shall be the Board of Directors of North Georgia Technical College. Membership The members of the Board of Directors shall be appointed by the State Board of Technical and Adult Education. The Board shall have nine (9) members.  Members shall reside or be employed within the school's designated service area and within one of the counties they represent.  One member may represent up to two contiguous counties.  Overall county representation shall generally reflect the relative populations of the counties in the service area. Members shall reflect the diversity of business, industry, and economic development interests in the service areas, and no more than one member shall concurrently serve on any other Board of Education. The State Board shall consider minority and female representation in making appointments to the Board. Terms All initial members of the Board served until June 30, 1989.  The State Board, at its June 1989 meeting, appointed or reappointed members to all Board positions for one, two or three-year terms beginning July 1, with approximately equal numbers to each.  Each subsequent year at its June meeting,  the State Board shall appoint or reappoint Board members to fill expiring terms to serve three-year terms beginning July 1.  No person shall serve more than three consecutive three-year terms. Vacancies The board shall notify the State Board immediately of any vacancies that occur in unexpired terms, and the State Board shall appoint a new member for the remainder of the term. Officers and Their Duties Officers The officers of the Board of Directors shall be the Chairperson, the Vice-Chairperson and the Executive Secretary. Chairperson and Vice-Chairperson The Chairperson and Vice-Chairperson shall be elected by the Board each year at its last regularly scheduled meeting prior to July 1 of said year and shall serve until a successor is elected and installed.  No person shall hold more than one of these offices concurrently.  The Chairperson and Vice-Chairperson may be removed at any time by two-thirds vote of the Board.  Vacancies in these offices shall be filled as soon as practicable. Executive Secretary The President of the school, who shall be appointed by the State Board of Technical and Adult Education in accordance with its policies, and who shall not be a member of the Board of Directors, shall be the Executive Secretary. Duties The Chairperson shall be a member of the Board, shall preside at the meetings of the Board with the authority to vote and shall appoint the members of any and all such committees as necessary for the Board to perform its assigned duties. The Chairperson shall be an ex-officio member of all committees with the authority to vote.  The Chairperson of the Board, upon its authority and in its name, may execute all notes, bonds, deeds, contracts, and other documents requiring the Seal. The Vice-Chairperson shall be a member of the Board and shall perform the duties and have the powers of the Chairperson during the absence or disability of the Chairperson. As Executive Secretary, the President shall serve as chief staff person for the Board and shall schedule and arrange for meetings of the Board and furnish meeting notices and materials, as needed, to members of the Board and shall provide that an accurate record be kept of the proceedings of the Board and its committees. The President shall be responsible for implementing policies of the Board and for the day-to-day operations of the Board. The Board may assign and delegate to the President such other responsibilities, powers and duties that it may deem proper and appropriate. Local Board Meetings Meetings shall be held at a minimum of nine times annually. Board members shall personally attend all meetings unless prevented from doing so by disability or other causes beyond their control.  No person, except a duly authorized deputy, may attend any meeting of the Board as a substitute for any Board member; and no person, except a regular member of the Board, shall be entitled to vote determining the action of the board at any time. Special meetings of the Board may be called by the Chairperson.  Business transacted at a special meeting shall be confined to the purposes stated in the call for the meeting.  When deemed necessary by the Chairperson, in lieu of a special meeting, members may be polled by telephone, the results of such polling to have the effect of a vote of the Board. Committees shall meet at the direction of the Chairperson of the Board or on call of the committee Chairperson. At all meetings of the Board, a majority of the full membership of the Board shall be the action of the Board. All meetings of the Board shall be open to the public, provided, however, upon direction of the Chairperson of the Board or of a majority of the members of the Board present at any meeting, the Board may hold executive sessions at any time for the purposes provided in Section 50-14-4 of the Official Code of Georgia. Operation of the Local Board The rules contained in Roberts' Rules of Order (Revised) shall govern in all cases which they are applicable and in which they are not inconsistent with the special rules of the Board. A prepared agenda with appropriate information shall be sent to each member of the Board by the Executive Secretary at least five days in advance of any regular meeting of the Board.  This agenda, as approved or amended at each meeting, shall govern the order of business for the meeting.  Additions, deletions, or reordering of agenda items shall be by majority vote. The Executive Secretary shall have prepared minutes of the proceedings of the Board meetings.  A copy of the minutes of each meeting of the Board shall be mailed to each Board member and to the Commissioner of the State of Board for review prior to approval at the succeeding meeting.  The minutes shall not be considered official unless and until approved by the Board.  A copy of the official minutes shall be forwarded to the State Board for information. The Board shall have a Policy Manual which shall contain all policies adopted by the Board. The Board shall generally consider action on matters brought to its attention only after referring such matters to school staff for appropriate analysis and recommendations.  Such staff analysis shall be brief, with supporting information appended as necessary.  The staff analysis shall include a statement of the issue and its implications, a description of the practical alternatives with associated advantages and disadvantages, and a recommendation.  Whenever possible, such staff analysis shall accompany the agenda for the meeting at which the matter is to be considered. To allow time for study by the members of the Board, drafts of proposed new policies or changes in Board policy shall be distributed to each member of the Board at the regular meeting immediately preceding the regular meeting at which action is to be taken.  Before formal action can be taken on such material, it must have lain on the table for one month.  The decision as to whether to place such material on the table shall be determined by majority vote.  Following any meeting, copies of drafts of proposed new policies or changes in Board policy placed on the table at said meeting shall immediately be mailed to the Commissioner of the Department of Technical and Adult Education and to those members not in attendance. Amendments These by-laws may be amended by proposal and recommendation of the Policy Committee in accordance with the provisions of the preceding section and provided: every member must be notified of the proposed amendments in writing five (5) days prior to the meeting at which amendments are to be considered; and   a two-thirds (2/3) vote of the members present is necessary to adopt an amendment. CROSS REF.:    SBTAE Policy I.D.1.a Adopted: July 1, 1997 Revised: July 7, 2003 Approved:  August 5, 2003 Code: 01-02-02 NORTH GEORGIA TECHNICAL COLLEGE