Peoria Notre Dame High School

Peoria, Illinois

Board of Trustee By-Laws

ARTICLE I: PURPOSE

The Board of Trustees of Peoria Notre Dame High School is established as its governance
body to enable participation by the Catholic community of the greater Peoria area, in
collaboration with the Diocese of Peoria and under oversight of the Peoria Notre Dame
Pastors’ Board, in providing direction and guidance to ensure the mission, quality,
continuity and stability of Peoria Notre Dame High School as a Catholic educational
institution.

ARTICLE II: MEMBERSHIP

Section 1. Number and Qualification. The Board of Trustees shall consist of ex officio and
appointed members. The ex officio members who serve by virtue of their office as long as
they hold that office are the president of the school, the principal of the school, the
superintendent of schools for the Diocese of Peoria or the superintendent’s delegate, and
three member pastors elected by the Peoria Notre Dame Pastors’ Board, one of whom shall
be the Pastors’ Board chair. The appointed members shall number not less than fourteen
nor more than twenty. Trustees are appointed by the Pastors’ Board upon nomination by
the board of trustees. Individuals are qualified to serve as trustees who have a commitment
to the mission of Catholic school education; who have a willingness to serve; and whose
values and behavior are consistent with those of the Catholic Church. Roman Catholic
trustees must be practicing Catholics in good standing with the Church. Employees of the
school and their spouses and members of their households shall not be eligible for
appointment to the board of trustees.

Section 2. Nomination of Trustees to be Appointed. The appointment of non-ex-officio
trustees shall be made at the annual meeting of the Pastors’ Board or at a special meeting of
the Pastors’ Board called for that purpose. Each year at a duly called Board of Trustees’
meeting prior to the annual meeting of the Pastors’ Board the trustees shall receive and act
upon the nominations of its nominating committee as to the identities of the persons to be
recommended for appointment by the Pastors’ Board and the respective terms for which
such persons are recommended as trustees. The Board of Trustees shall then report the
results of the nominations for appointment to the chair of the Pastors’ Board at least 45 days
before the Annual Meeting or such Special Meeting of the Pastors’ Board.

Section 3. Term of Office, Eligibility for Reelection, Removals, Resignations and
Vacancies in the Board of Trustees.

(a) Term of Office. Initially, each appointed trustee and each elected pastor shall serve one
or more terms of up to three years, staggered so that an approximately equal number of
terms shall expire each year. Each term of office for an appointed trustee and an elected
pastor shall begin on the date of the first meeting of the Board of Trustees held in the
new school year and shall continue for the specified term. Each trustee shall, however,
serve until his successor is elected/appointed and qualified.

(b) Eligibility for Re-Election/Appointment. Ex officio trustees by virtue of their office
remain trustees as long as they hold that office. Ex Officio pastors may be elected for
one additional consecutive term. Appointed trustees may also be appointed for one
additional consecutive term. With the exception of the initial terms upon the inception
of the Board of Trustees, a term is for three years.

(c) Removals. Failure of any trustee to attend three consecutive meetings of the Board
without proper excuse, shall, at the discretion of the Board, be grounds for
recommendation by the Board of Trustees to the Pastors’ Board for removal of such
trustee. The secretary shall keep an attendance roll in this regard. An appointed trustee
may be removed from office for any reason by a vote of a majority of the members of
the Pastors Board.

(d) Resignations. Any trustee at any time may resign at an open meeting of the Board or by
a letter delivered or mailed to the secretary, which resignation shall take effect
immediately or at such time as the trustees may specify.

(e) Vacancies. In the event of the occurrence of any vacancy or vacancies on the Board of
Trustees, however caused, the trustees, may, by the vote of majority of their number
nominate to the Pastors’ Board a candidate(s) to fill such vacancy or vacancies for that
portion of the remaining term. Those elected to fill a vacancy shall count this service as a
first term if its duration is more than 15 months. A vacancy shall be deemed to exist
when a trustee becomes incompetent, resigns, dies, or is removed.

ARTICLE III: POWER, AUTHORITY, AND DUTIES

Section 1. Delegated Powers. The Board of Trustees shall provide for the governance of
Peoria Notre Dame High School in all areas except those reserved to the Pastors’ Board.
These areas of governance include but are not limited to
(a) Assuring the character and mission of Notre Dame High School as a Catholic high
school in the Diocese of Peoria.
(b) Providing leadership for short and long range planning
(c) Insuring that the school has the resources to be effective
(d) Approving the annual budget and monitoring compliance to the budget
(e) Insuring sound financial management and the strategic use of resources
(f) Providing for the short and long range capital needs of the school
(g) Formulating policies which it judges necessary for the good of the school and the
effectiveness of its mission that are in keeping with the limits of its jurisdiction.
(h) Providing leadership for and active support of the development, marketing, and public
relations programs of the school.
(i) Participating in the selection and support of the president and the principal in a manner
consistent with diocesan practice and policy and the limits of its jurisdiction.
(j) Assuring the evaluation and assessment of program, chief administrators, and its own
effectiveness
(k) Recommending a candidate for the position of president to the Pastors’ Board consistent
with diocesan practice and policy and the limits of its jurisdiction.
(l) Identifying and nominating candidates for the Board of Trustees to the Pastors’ Board
for appointment
(m)Recommending removal of trustees.

Section 2. Reserved Powers. Recommendations by the Board of Trustees in the following
areas require the formal approval of the Pastors’ Board:
a) The Catholic philosophy and mission of the school
b) The incursion of debt
c) Borrowing
d) The sale, mortgaging, pledging or alienation of any part of the real estate or all or
substantially all of the other assets of the school
e) The purchase of property
f) Amendments to the Board of Trustees’ By-Laws
g) Appointment and removal of trustees
h) Appointment/removal of the president of the school
i) Approval of a deficit budget
j) Determination of the subsidy by the contributing parishes

ARTICLE IV: MEETINGS

Section 1 Regular Meetings of the Board of Trustees. Regular meetings of the Board of
Trustees shall be held at such times and places as may be provided for in resolutions
adopted by the Board of Trustees each year and published each year in advance. Adequate
notice shall be made of changes in meeting dates.

Section 2 Special Meetings. Special meetings of the Board of Trustees may be held upon
call by the chair of the Board, or any five of the trustees acting in concert. Notice of each
such meeting shall be given to each trustee by letter, fax, electronic mail, or telegram or in
person, not less than forty-eight (48) hours prior to such meeting. However, such notice
shall be deemed to have been waived by any trustee attending such meeting, and may be
waived in writing by any trustee either before or after such meeting. No special meeting
may be called without the authorization of the chair.

Section 3 Quorum. A majority of the trustees in office at the time shall constitute a quorum
for any meeting. At such meeting of the Board at which a quorum is present, all questions
and business shall be determined by the affirmative vote of not less than a majority of the
trustees present.

Section 4. Action Without a Meeting. Any action which may be authorized or taken at a
meeting of the trustees may be authorized or taken without a meeting by the affirmative
written vote of a majority of the voting trustees, which written votes shall be filed with or
entered upon the records of the Board of Trustees and noted in the minutes of the next
regular or special meeting.

Section 5. Confidentiality. Discussions at meetings shall be held in confidence except to
the extent necessary for effective Board action through official channels. Ordinarily, Board
meetings shall be closed to members of the general public, though the Board may permit
selected persons to attend all or portions of its meetings in order to assist the Board in
carrying out its responsibilities. The Board may declare beforehand by majority vote that a
particular meeting will be open to the public. At an open meeting, no person may address
the board unless recognized by the chair.

Section 6. Compensation. The trustees shall not receive salaries, fees or compensation for
their service as trustees or their attendance at any Board or committee meetings, but may be
reimbursed for reasonable costs incurred in connection with the performance of their duties
hereunder.

Section 7. Conflict of Interest. A trustee having a conflict of interest or conflict of
responsibility on any matter involving the school and any other business entity or person
shall refrain from voting on such matter. No trustee shall use his position as a trustee of the
school for his own direct or indirect financial gain.

Section 8. Meetings Held Through Communications Equipment. Meetings of the Board of
Trustees or any committee of the Board may be held through communications equipment if
all persons participating can hear each other. Such participation by any trustee or committee
member shall constitute presence at the meeting.

ARTICLE V: OFFICERS

Section 1. Officers Designated. The officers of this Board of Trustees shall be a chair, a
vice-chair, and a secretary. All officers shall be elected by the trustees. No individual may
hold more than one office at a time.

Section 2. Tenure of Office. All officers shall hold office for two years (beginning on the
date of the first meeting of the Board held each school year or as specified by the Board) and
until their successors are elected and qualified, unless the Board otherwise specifies. Any
officer appointed by the Board may be removed, with or without cause, at any time by a
majority vote of the Board. In the event a vacancy shall occur in any office, the same shall
be filled by the Board of Trustees. Officers may not hold the same office for more than two
consecutive terms.

Section 3. Chair of the Board. The chair of the Board shall preside at all meetings of the
trustees and do and perform such other duties as may from time to time be assigned by the
Board.

Section 4. Vice-Chair of the Board. The vice-chair of the Board shall perform all the duties
of the chair if the chair is absent or unable to act, and shall perform such other and further
duties as may be assigned by the chair and/or the Board, which powers and duties, or either,
may be enlarged or diminished at any time.

Section 5. Secretary. It shall be the duty of the secretary to see that an accurate record of
the acts and proceedings of the trustees is kept, that all notices required by the trustees and
these by-laws are given, and that all the duties usually incident to and appertaining to that
office are performed.

Section 9. Authority and Duties. The officers shall have such authority and perform such
duties in addition to those specifically set forth in these by-laws as the Board may determine
consistent with the limits of its jurisdiction and the policies of the Diocese of Peoria. The
Board is authorized to delegate the duties of any officer to any other officer and, generally,
to control the action of the officers and to require the performance of duties in addition to
those mentioned herein.

ARTICLE VI: COMMITTEES OF BOARD OF TRUSTEES

Section 1. Standing Committees. The standing committees of the Board shall be
executive, finance, building & grounds, program, nominating & board development, and
development-public relations-marketing. With the exception of the executive committee,
at the first Board meeting of each school year the chair shall, subject to the approval of
the Board, appoint trustees to these committees. Each standing committee shall have only
such duties as are prescribed by these by-laws and such additional duties as are
prescribed by the Board from time to time; shall consist of not less than two trustees, one
of whom shall serve as chair, and each such standing committee shall be subject to the
control of the Board. With the approval of the Board, each standing committee may
invite one or more interested persons to serve on the committee. The term for non-board
committee members shall be three years. All committee actions, formal and informal, are
subject to the approval of the Board at a regular or special meeting of the Board. Each
committee may adopt procedures to conducts its business as it deems necessary, subject
to the approval of the Board.

(a) Executive Committee. The Executive Committee shall consist of the officers
of the Board of Trustees, the superintendent of schools, the president of the
school, and the chair of the Pastors’ Board. During the intervals between the
meetings of the Board, this committee shall possess and may exercise all the
powers of the Board only when it is impracticable to call a meeting of the Board,
provided, however, that the committee shall not be empowered to elect the
officers or nominate to fill vacancies in the Board of Trustees or in the Executive
Committee. All action taken by the Committee shall be reported to the full Board
at its next regular meeting, for approval or disapproval, but no approval of the
Board shall adversely affect any right of any third party.

(b) Finance Committee. The Finance Committee shall oversee the annual budget
process and monitor the fiscal practices and policies of the school in cooperation
with the president and business manager. The Finance Committee shall make
recommendations to the Board concerning the financial policies and practices of
the school including but not limited to tuition, fees, faculty salaries, and grant-inaid
programs.

(c) Building & Grounds Committee. The Buildings and Grounds Committee
shall plan for and provide for the long and short range needs of the physical plant
and property.

(d) Program Committee. The Program Committee shall provide for and monitor
the mission effectiveness of the school and the quality of all of the programs of
the school as well as provide leadership for planning and policy in this area.

(e) Nominating and Board Development Committee. The Nominating and Board
Development Committee shall submit recommendations to the Board at the
Board's regular meeting prior to the Annual Meeting of the Pastors’ Board for
trustees to be appointed by the Pastors’ Board. This committee shall also
recommend to the Board at the appropriate time trustees to be elected as officers
and trustees to be appointed chairs of the various committees of the Board. The
Nominating and Board Development Committee shall also submit its nominations
for any of the foregoing offices when vacancies occur. In addition, in
collaboration with the Office of Catholic Schools of the Diocese of Peoria, the
Nominating and Board Development Committee shall design and coordinate a
plan that will facilitate the preparation of all trustees for effective functioning on
the Board and the standing committees, and in addition, coordinate a plan for the
annual evaluation of Board performance and effectiveness.

(f) Development, Public Relations, and Marketing Committee. The Development,
PR, and Marketing Committee shall monitor the initiatives of the school in these
areas and give leadership in providing for resources and planning in these areas.
Section 2. Ad Hoc Committees. The chair may establish committees and appoint members
thereof to further the work of the Board. Each such committee shall have only such powers
and duties as are prescribed by the Board and shall be subject to the control of the Board.
Member of the committees will serve at the will of the Board

ARTICLE VII: EXECUTION OF DOCUMENTS

All documents evidencing conveyances by or contracts or other obligations of the school
shall be signed by the president of the school. The president may authorize the principal to
execute faculty contracts on behalf of the school. All checks, drafts, notes, bonds, bills of
exchange or orders of the payment of money by the school shall be signed by persons
designated by the president from time to time to sign such instruments.

ARTICLE VIII: INDEMNIFICATION

Peoria Notre Dame High School shall indemnify any Pastors’ Board member or trustee,
or any former Pastors’ Board member or trustee, or any person who is serving or has
served at the request of the Pastors’ Board or Board of Trustees against expenses,
including attorney's fees, judgments, fines, and amounts paid in settlement, actually and
reasonably incurred in connection with any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative, to which that
person was, is or is threatened to be made a party by reason of the fact that he or she is or
was such Pastors’ Board member or trustee, provided, that a determination is made by a
majority vote of a quorum consisting of members of the Pastors’ Board who were not
and are not parties to or threatened with any such action, suit or proceeding, that: (a)
such member or trustee acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the school; and (b) in connection with any criminal action,
suit or proceeding, he or she had no reasonable cause to believe that his or her conduct
was unlawful.

ARTICLE IX: AMENDMENTS TO THE BY-LAWS

These by-laws may be repealed, amended, or changed by the assent thereto in writing of two
thirds of the members of the Pastors’ Board upon the recommendation of two-thirds of the
members of the Board of Trustees. Repealing the by-laws in total or changing any of the
provisions of the delegated or reserve powers would also need the approval of the Bishop of
the Diocese of Peoria. In addition, these by-laws may also be repealed, amended, or changed
by the Bishop of the Diocese of Peoria at his own initiation.