Bylaws

Bylaws. BYLAWS OF MISSISSIPPI CHARTER SCHOOL AUTHORIZER BOARD ARTICLE l Name The name of this state agency shall be Mississippi Charter School Authorizer Board (MCSAB), henceforth referred to as "Authorizer Board" or "Board." ARTICLE 2 Purpose The Authorizer Board is an independent state agency that holds exclusive chartering jurisdiction in the state of Mississippi. The mission of the Authorizer Board is to authorize and oversee high quality charter schools, particularly schools designed to expand opportunities for underserved students. In addition to its responsibilities, as a public charter school authorizer, the Authorizer Board is expected to establish policies that are consistent with principles and standards of quality charter school authorizers and align with the provisions of Mississippi's public charter school law. ARTICLE 3 Membership and Responsibilities Section 3.1 Authorizer Board composition. The Authorizer Board shall consist of seven members; three appointed by the Governor, with one member being from each of the Mississippi Supreme Court Districts, three appointed by the Lt. Governor, with one member being from each of the Mississippi Supreme Court Districts, and one member appointed by the State Superintendent of Public Education. Section 3.2 Term of Authorizer Board Members. The initial term of office for the three Authorizer Board members appointed by the Governor shall be four years, and thereafter shall be three years. The initial term of office for the three Authorizer Board members appointed by the Lt. Governor shall be three years, and thereafter shall be three years; and the initial term of office for the member appointed by the State Superintendent of Education shall be two years, and thereafter shall be three years. No member may serve more than two consecutive terms. Section 3.3 Meeting attendance and preparation. Members are expected to consistently attend and prepare for Authorizer Board and committee meetings, of which they are members, in order to be effective and active participants. Members are further expected to stay current in their knowledge and understanding of the Authorizer Board's projects and policymaking. Section 3.4 External communication. Members of the Authorizer Board should support group decisions and policies when providing information to the public. This does not preclude Authorizer Board members from expressing their personal views. The executive director or a Board designee will be the spokesperson for the Authorizer Board with the media. Section 3.5 Authorizer Board responsibilities. Authorizer Board members shall serve without pay, but shall be entitled to reimbursement for necessary expenses, including travel and lodging expenses, while attending meetings of the Commission or when actually engaged in business relating to the work of the Authorizer Board. No member, employee, agent or representative of the Authorizer Board may serve simultaneously as an employee, trustee, agent, representative, vendor or contractor of a charter school authorized by the Board. ARTICLE 4 Officers and Terms Section 4.1 Designation. The officers of the Authorizer Board shall be elected by the board of directors and shall consist of a chair and a vice-chair. No offices may be held by the same person. Section 4.2 Election and Term of Office. The first officers of the Authorizer Board shall be elected by the board of directors at the first meeting of the Board. Thereafter, the officers of the Board shall be elected annually by the Authorizer Board. Each officer shall hold office at the pleasure of the board of directors from the date of his or her election for a term of one year and until his or her successor shall have been duly elected and qualified or until his or her death or he or she shall resign or shall have been removed from office in the manner hereinafter provided. Section 4.3 Vacancies. A vacancy in any office may be filled only by a majority of the Authorizer Board at the next regular or special meeting of the Board to serve out the remainder of the term. The member elected to fill the vacant officer position shall begin service on the executive committee at the end of the meeting at which she or he was elected and complete the term of office associated with the position. Section 4.4 Removal. Any officer may be removed by the Authorizer Board whenever in its judgment the best interests of the Board will be served thereby. Election or appointment of an officer shall not of itself create contract rights. ARTICLE 5 Duties of Officers and Board Members Section 5.1 Chair. The chair shall be the chief executive officer of the Board and shall, subject to the control of the Authorizer Board, supervise and control all of the business and affairs of the Board. The chair shall, when present, call meetings of the Board and preside at all meetings of the Board. The chair may sign deeds, mortgages, bonds, contracts or other instruments for or on behalf of the Authorizer Board except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Board. In general, the chair shall perform all duties incident to the office of chair and such other duties as may be prescribed by the Board. Section 5.2 Vice Chair. In the absence of the chair, the vice-chair shall perform the duties of the chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chair. Any vice-chair shall perform such duties as from time to time may be assigned to such vice-chair by the chair or the Authorizer Board. Section 5.3 Committee Chairs. Committee Chairs shall report activities, recommendations, or decisions of their respective committees to the full Board and shall inform the Chair when items need to be placed on the agenda. ARTICLE 6 Committees Section 6.1 Standing Committees. The Authorizer Board may have four Standing Committees: (a) Executive Committee (b) Administration & Operations (c) Applications (d) Performance & Accountability Section 6.2 Executive Committee. In the event an executive committee is appointed, the executive committee shall consist of the chair, vice chair, and one other member. The executive committee will be responsible for the budget, and the management of affairs that are delegated to it as a result of Authorizer Board direction, consensus or motion, including transacting necessary business in the intervals between Board meetings, inclusive of preparing agendas for Board meetings. The Authorizer Board Chair shall serve as chair of the executive committee, and the committee will ensure that an evaluation of the Authorizer Board occurs annually. Section 6.3 Standing Committee Members and Officers. Each Standing Committee shall have a Committee Chair and Committee Vice-Chair, nominated, and approved by a majority vote of the Authorizer Board. All members not appointed to a Standing Committee shall be an ad hoc, ex-officio member of that Standing Committee. Section 6.4 Voting. Standing Committees can make a recommendation upon the concurrence of a simple majority of the Standing Committee. Section 6.5 Advisors/Consultants to Committees. Each committee may consult with or be advised by non-Authorizer Board members, as deemed appropriate by the Committee Chair. Section 6.6 Ad Hoc Committees. The Authorizer Board Chair may, as circumstances warrant, authorize the creation of an ad hoc committee for a discrete and specific purpose of interest to the Board and shall appoint all members and officers of such ad hoc committee(s). The Board shall approve the charge of any ad hoc committee. Such committee may be created for a definite time period or until its specific function has been completed, but shall not exist longer than one year from the date of authorization unless specifically authorized by its charge. Section 6.7 Committee Reports. Committees may submit written reports in advance of any regular meeting in lieu of oral report unless the report contains action items. ARTICLE 7 Meetings Section 7.1 General Business Meetings. All meetings will be conducted in accordance with the MS Open Meeting Act. Meetings will be held as needed per preapproved schedule by Authorizer Board members. This same body may set an alternative schedule with more frequent meetings according to need. The Authorizer Board Chair may call a special meeting of the Board at any time, subject to statutory notice requirements. Section 7.2 Committee Meetings. All committees may meet at the discretion of the Committee Chair. The Committee Chair, with the approval of the Board Chair, may change or cancel any committee meeting date, time, or location, subject to statutory notice requirements. Section 7.3 Meeting Agenda. The General Business Meeting agenda shall be promulgated by the Board Chair, with input from the Committee Chairs and members. Hearings to receive information rule opinions shall be scheduled when necessary, on the agenda prior to final consideration for action by the Board. The Board Chair shall publish a draft agenda to Board members and the public by electronic means no later than eight (8) days in advance of a regularly scheduled Board meeting. ARTICLE 8 Public Comment and Submission of Data, Views, or Arguments Section 8.1 Submission of Data, Views or Arguments. Any interested person may submit data, views, or arguments in writing or electronically to the Board on any new business action agenda item no later than five (5) days in advance of a scheduled Board meeting. The written submittals may be considered by members before taking action on any new business action agenda item, subject to reasonable time for review. Section 8.2 Public Comment. All interested persons may be provided an opportunity to present comment on any new business action agenda item. Any individual wishing to comment is required to register prior to the meeting. Comments must be related to a new business action agenda item and such person shall be required to identify the item to be addressed by the comment. Each person is allotted five (5) minutes, or an amount of time otherwise designated by the Chair, to provide comment to the Board. ARTICLE 9 Executive Director Section 9.1 Hire. The Authorizer Board may appoint an individual to serve as the executive director and general counsel of the board, according to state law. Section 9.2 Duties. The executive director shall serve at the will and pleasure of the Board, shall devote their full time to the proper administration of the Board and the duties assigned by the Board and shall be paid a salary established by the Board, subject to the approval of the State Personnel Board. The executive director shall also serve as secretary and non-voting member of the Authorizer Board, house records of the Board's proceedings in the Board's office, and make records available upon request. Section 9.3 Annual Evaluation. The Authorizer Board shall establish or modify the evaluation procedure of the executive director as needed. This evaluation should be conducted by the Board no earlier than one year after the job description or evaluation tool is established or modified. Subsequent to the evaluation, the Chair or a designee of the Chair will communicate the results to the executive director. Section 9.4 Termination. The termination of the executive director shall be subject to majority votes. ARTICLE 10 Amendments to the By-laws Section I0.1 Notice Regarding Proposed Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by vote of a majority of all of the members; provided that notice of the proposed alteration, amendment or repeal is given to each member of the board of directors, in the manner for giving notice in writing of special meetings of the board of directors set forth in these bylaws, at least five (5) days prior to the meeting of the board of directors at which such proposed alteration, amendment or repeal is to be considered. Any amendment to the Authorizer Board's bylaws requires the concurrence of a majority. ARTICLE 11 Legal Counsel Section 11.1 Advice. The Board Chair, Executive Director, or their designee(s) may seek advice from the Attorney General's office. The Board Chair or Executive Director, with support from a majority of the Board, may submit a written request for a formal opinion to the Attorney General's Office. ARTICLE 12 Parliamentary Authority Section 12.1 The rules contained in Robert's Rules of Order. The newly revised Robert's Rules of Order shall govern public meetings where they are not in conflict with the law, these bylaws, or other rules of the Authorizer Board. In making a ruling or interpretation of the rules, the order of determination shall be 1) the law, 2) these bylaws, 3) Board policy, and 4) Robert's Rules of Order, newly revised. CERTIFIED as adopted and approved as the Bylaws of the Mississippi Charter School Authorizer Board, this the 12th day of April 2021.