GOVERNANCE

Section 1.

The Mikell Camp and Conference Center shall be under the control and direction of a Board to be known as Board of Governors of The Mikell Camp and Conference Center.

Section 2.

The Board of Governors shall consist of:

(a). The Bishop, Bishop Coadjutor, and the Suffragan Bishop, if any; and

(b). The Chairperson of the Board to be appointed by the Bishop; and

(c). The Treasurer to be elected for a term of three (3) years by the Board of Governors with the advice and consent of the Bishop, and appointed by the Bishop to the Finance Department of the Diocese. The Treasurer may be any person, clerical or lay, in good standing in the diocese, other than the Chairperson of the Board, the Director Mikell Camp and Conference Center, or any employee of Mikell Camp and Conference Center; and

(d). Three (3) persons, clergy or laity, appointed by the Bishop, one to be appointed for a three-year term, one to be appointed for a two-year term, and one to be appointed for a one-year term at the first appointment and thereafter all members for terms of three years. Vacancies for unexpired terms may be filled by the Bishop; and

(e). Six (6) persons, clergy or lay, two (2) of which shall be annually elected by Annual Council for a term of three (3) years. The Annual Council adopting this amendment shall elect the appropriate number of members to provide staggered three (3) year terms, two (2) of which thereafter expire each year, acknowledging the unexpired term of present members of the Board. Vacancies for unexpired terms shall be filled by the Executive Board; and

(f). Three (3) persons elected by the Episcopal Church Women at their annual meeting, one to be elected for a three-year term, one to be elected for a two-year term, and one to be elected for a one-year term at the first election and thereafter all members for terms of three years. Vacancies for unexpired terms may be filled by the Executive Board of the Episcopal Church Women; and

(g). Two youths, appointed by the Bishop, one to be appointed for a two year term and one to be appointed for a one year term at the first appointment and thereafter all members for terms of two years. Youth appointees should be of an age that less than half of their term will be served after graduation from high school. Vacancies for unexpired terms may be filled by the Bishop; and

(h). The Director of the Mikell Camp and Conference Center, ex-officio.

Any member may be re-appointed or re-elected after an absence of one year. Members named for an unexpired term and who serve less than one-half of a full term shall be eligible for re-election or re-appointment. The Treasurer may be re-elected to successive terms.

Section 3.

Duties of the Board of Governors:

(a). The Board of Governors shall have budget responsibility for the program, care and maintenance of the physical properties of the Camp and Conference Center, the program and activities to be conducted thereat, and the uses to which the same may be properly put. All property, monies and funds accruing to or connected with the Camp and Conference Center shall be turned over to the Board.

(b). The Board of Governors shall, in consultation with the Director, establish the necessary staff to operate the Camp and Conference Center and fix their salaries, titles, and duties. The members of the staff shall be under the supervision of the Director.

(c). The Board shall, in consultation with the Director, draw up By-laws which will contain the general rules under which the Camp and Conference Center shall operate.

Section 4.

Organization of the Board of Governors:

(a). The Board shall be organized into such committees as the Board may determine. The Chairperson of the Board shall appoint committee chairpersons from the membership of the Board. Committee chairpersons shall select the membership of their committees.

(b). The Bishop, the Chairperson of the Board, the Treasurer, other Board members as the Chairperson of the Board may appoint, and the Director of the Mikell Camp and Conference Center shall constitute the Executive Committee of the Board.

(c). The Executive committee shall have the power and authority to act for the Board between meetings of the Board.

Section 5.

Meetings of the Board of Governors: The Board of Governors shall hold not fewer than four meetings each year, one in each calendar quarter, and at such other times as deemed necessary by the Chairperson. The committees will meet whenever it is considered advisable, will consider problems falling under their responsibility, and will make recommendations to the Board.