ARTICLE I
NAME

The name of this body shall be the Juan Diego Catholic High School Board

Juan Diego Catholic High School is engaged in a partnership of parents, students, faculty and staff.  Our mission is to serve God by providing a challenging academic education integrated with Catholic values and morals in developing the whole person spiritually, intellectually, physically, and socially.

ARTICLE III
PURPOSE AND DUTIES

Juan Diego Catholic High School is a Diocesan school controlled and operated by the Catholic Diocese of Salt Lake City.  The school is under the jurisdiction of the Catholic Bishop of Salt Lake City and the Diocesan Superintendent of Catholic Schools (Superintendent).  The purpose of the Board is to serve as a consultative body that assists the Principal, Superintendent, and Bishop in fulfilling the school’s mission.  The Board is consultative in this sense: the members cannot act apart from the Principal and cannot make decisions binding on the school without the Principal.

Consultative (cf. Canons 495-501) also means that decisions will not be made without Board consultation in those areas of responsibility specifically delegated to the Board.

The Board will not be concerned with personnel or the academic, discipline, religious, extracurricular or other policies or operations of school administration.  The Board will not act outside of or contrary to Diocesan policy. 

The Board may consult in the following areas:

• Long-Term Strategic Planning
• Financial Operations of the school
• Institutional Advancement Efforts
• Facility Management
• Help seek potential candidates for Nominating Committee
• Any other area for which the Principal seeks consultation

ARTICLE IV
NUMBER OF MEMBERS AND TENURE

Section One: Number of Members:
The number of members shall be determined by resolution of the Board, except that in no event shall the number be less than seven (7), or more than fifteen (15) selected voting members.

Section Two:  Membership:
Ex Officio Voting Members: The ex officio voting members of the Board shall be the Bishop, the Superintendent, the Associate Superintendent of Catholic Schools, the Principal of Juan Diego Catholic High School, and the Executive Director of Operations of the Skaggs Catholic Center.

Selected Voting Members:
The Nominating Committee shall each spring submit a slate of candidates to the Bishop for consideration.  Those candidates approved by a majority vote of the Board, shall be selected voting members and appointed by the Bishop.  The makeup of the selected voting members should reflect the diversity of the school regarding gender, culture and ethnic background and provide such professional expertise as appropriate to carry out the purpose and duties of the Board.

Selected voting members shall serve a three (3) year term.  A Board member may serve one additional term on the Board that is not consecutive with his or her first term.

Section Three:  Resignation
A Board member may resign at any time by delivering written notification to the Bishop of the Diocese, the President of the Board and the Principal of Juan Diego Catholic High School.

Section Four:  Vacancies
Any vacancy of the selected members on the Board or among the Officers may be filled, following a recommendation of the Nomination Committee, by a majority vote.  The Nominees are submitted to the Bishop for consideration.  These nominees are then approved by the Board and submitted to the Bishop for his approval and appointment to the Board.  A Board member elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.  A vacancy of an officer must be filled by an existing Board member.

ARTICLE V
BOARD MEETINGS

Section One:  Meetings
The Board should meet monthly except for the months of June, July, and December at such place and time as determined by the Board; provided, however, that the Board shall meet at least onceevery quarter.  Meetings are subject to change with proper notification.  The Bishop, the Superintendent of Catholic Schools, the Principal of Juan Diego Catholic High School, or the President of the Board may call additional meetings, as they deem necessary or appropriate.

Section Two:  Absences
To the extent possible, voting members shall be required to notify the Board Secretary of any expected absence prior to a scheduled meeting.  Any members of the Board who shall be absent from three (3) Board meetings in any calendar year without adequate explanation is subject to removal from the Board.

Section Three:  Quorum
A majority of the voting Board members shall constitute a quorum for the transaction of business.  Less than a quorum may adjourn any meeting.  Each member of the board shall have one (1) vote on any matter of business brought before the Board.  The Bishop of the Diocese shall retain full veto power on any and all actions of the Board.

Section Four:  Removal
The Bishop may remove a voting member of the Board for any of the following reasons:

1. A member who is absent from three (3) Board Meetings in any calendar year without adequate explanation;
2. Refusal or inability of a member to perform his/her duties in an efficient, responsible or professional manner;
3. A member has a conflict of interest or exhibits unethical behavior or conduct that may be deemed detrimental to the school and/or diocese.

ARTICLE VI
OFFICERS

Section One:  Officers
Officers of the Juan Diego Catholic High School Board shall be President, Vice-President, Secretary and Treasurer. 

Section Two:  Term of Office
The Officers shall be elected to serve for one (1) year or until their successors are elected. Officers may be elected to a second term.  Elections will be held at the last Board meeting of the school year.

Section Three:  Duties of Elected Officers

President:
The President shall be the chief officer of the Board and shall preside over all meetings of the Board.  The President shall have general and active authority for management of the business of the Board and shall see that all orders and resolutions of the Board are effectuated.  The President, in collaboration with the Principal and the Executive Committee shall be responsible for providing an agenda for each meeting.  The President shall serve on the Board for one additional year following the term of office.  The President shall be an ex-officio member of all standing committees and is chair of the Nominating Committee.

Vice-President:
The Vice-President shall be the second officer of the organization.  In the absence of the President, the Vice-President shall preside over meetings of the Board and perform all duties of the President.  The Vice President shall be the chief coordinating officer of the standing committees.

Secretary:
The Secretary shall handle all general correspondence of the Board and arrange adequate advance written and telephone notice of all meetings of the Board.  The Secretary shall attend all meetings, preserve all recorded minutes of such meetings and perform other incidental duties.

Treasurer:
The Treasurer shall insure that appropriate financial reports are made to the Board, in cooperation with the school administration.  The treasurer is chair of the Finance Committee.

Section One:  Standing Committees
The standing committees of the Board are the Executive Committee, Finance Committee, Institutional Advancement Committee, Facilities Committee and Nominating Committee.

Section Two:  Executive Committee
The Executive Committee, comprised of the officers of the Board and the Principal, shall set the agenda for Board meetings and coordinate the activities of the Board.  It shall be chaired by and meet at the discretion of the President or Principal.  In emergency circumstances, the Executive Committee acts for the Board.

The Bishop of the Diocese of Salt Lake City, by virtue of his power of veto, must be consulted before any action is taken resulting from an emergency meeting.  Actions taken or discussion at an emergency meeting shall be reported to the Board at the following monthly meeting and ratified if necessary.  The Executive Committee shall oversee the committee appointment(s) of each member.

• Develop and establish fiscal policies and procedures for Juan Diego Catholic High School in keeping with sound fiscal management and the directives from the Diocesan Catholic Schools Office and the Diocesan Finance Office.
• Assist the school administration with oversight of school finances, including operating expenses and tuition increases, in keeping with the directives from the Diocesan Catholic Schools Office.
• Assist the administration in the preparation of an annual school budget, presented to the Board for approval in January and the Bishop in February.
• Annually review the five-year plan and the Strategic plan in April, adjusting to the changing climate as needed.
• Assist the other committees with any financial information that they may request.
• Make an annual presentation to the Board at its May meeting on the five-year plan.

Section Four:  Institutional Advancement Committee
The Board Institutional Advancement Committee (IAC) consults with the Office of Institutional Advancement in the development of marketing and resource development strategies toward the financial sustainability of the school.  The IAC membership is comprised of, but not limited to, representation from the Board, the Director and key staff of the Office of Institutional Advancement.  It’s members serve as a source of donor prospect identification, cultivation and solicitation.  The IAC provides assistance in developing and analyzing short/long range strategic planning that encompasses student recruitment, alumni relations, internal/external public relations, communications, fund raising, and major events.  The committee shall meet no less than quarterly and  report efforts regularly to the Board.

Section Five:  Facilities Committee
The Facility Committee is an intra-board committee consisting of members from Juan Diego Catholic High School Board and St. John the Baptist School Board.  This committee shall have no less than three (3) members and the Executive Director of Operations (EDO) shall serve as chair.  The committee shall meet no less than quarterly and will report to the respective Boards on plant status.  The responsibilities of the Facility Committee are:

• Assist in, and assure, the development of maintenance plans and budgets for the short, medium, and long-term physical depreciation & maintenance of plant and equipment.  Implement, evaluate, and report progress toward defined plans.
• Participate in the annual review of the facilities plant and equipment audit. Assist in the development of the facilities plant and equipment annual report.
• Assure the establishment and ongoing functionality of a safety committee. Assure cross-functional group representation consisting of school/support staff, and skilled volunteers representative of selected programs.
• Assure the development of operational training programs for maintenance and support staff personnel.
• Participate in the periodic review of the grounds maintenance and landscaping programs.   Assure the long-term viability and beautification of the grounds.
• Assure that the facilities and capital budgeting plans are aligned with the potential growth projections of the respective schools. 
• Participate in the review process of capital & plant building plans.
• Monitor compliance with all diocesan risk management programs.

Section Six:  Nominating Committee
The Nominating Committee shall be responsible for making recommendations to fill all Board vacancies and officer positions.  All committee recommendations shall be brought to the Bishop for consideration.  The Board gives approval at the last regular meeting of the school year, except when filling vacancies as outlined in Article IV, Section Four.  The Nominating Committee shall be chaired by the Board President and shall consist of the Executive Committee of the Board.  The committee will submit recommendations approved by the Board to the Bishop for his appointment.

Section Seven:  Committee Membership
Each selected voting Board member must sit on at least one standing committee.  Each Standing committee must consist of at least two (2) Board members.  Committee assignments shall be made yearly at the August or September meeting with the approval of the Board.  The Bishop of the Diocese, the Superintendent and Associate Superintendent of Catholic Schools, and Principal shall be an ex-officio member of any and all committees.  Board members may hold the same committee position each year of their tenure.  Individuals who are not members of the Board may serve as members of any committee at the request of the chair of that committee.

Section Eight: Ad Hoc Committees
The Bishop, Superintendent of Catholic Schools and/or the Principal of Juan Diego Catholic School may form a temporary committee or task force to address specific issues as deemed necessary.

As appropriate, Robert’s Rule of Order – Revised Edition, shall constitute the ruling authority in all cases in which it is consistent with these bylaws or any statute of this state.

These bylaws may be amended by a two-thirds majority of the trustees and with the concurrence of the Bishop of the Diocese.  The proposed amendment and the notice of the proposed amendment must be sent to all members of the Board not less than thirty (30) days prior to the meeting.