By-Laws of the Board of Trustees
BY-LAWS OF THE BOARD OF TRUSTEES
First Adopted by Board of Trustees: April 21, 1960
Last Amended by Board of Trustees: July 21, 2011
NAME OF THE COLLEGE AND LOCATION
The official name of the College shall be:
ROCKLAND COMMUNITY COLLEGE
145 College Road, Suffern, NY 10901
SPONSORSHIP OF THE COLLEGE AND AUTHORIZATION OF THE BOARD
The College is sponsored by the County of Rockland and operating and administered by the Rockland Community College Board of Trustees pursuant to New York State Education Law.
COMPOSITION OF BOARD OF TRUSTEES
The Board of Trustees consists of ten members who are appointed in compliance with Section 6306 of the New York State Education Law. (Appendix I)
RESPONSIBILITIES AND DUTIES OF THE BOARD OF TRUSTEES
The Board of Trustees of Rockland Community College as the policy making body, has the responsibility to review periodically and evaluate the policies and procedures of the college and amend where appropriate.
The duties and responsibilities of the Board of Trustees of Rockland Community College are set forth in New York State Education Law, section 6306, subdivisions 2 through 8-a (Appendix I) and 8NYCRR, section 604.2 (Appendix II).
RESPONSIBILITIES AND OBLIGATIONS OF THE INDIVIDUAL TRUSTEE
It is the responsibility of individual Trustees:
A. To act as a body through resolution and no trustee can act or bind the college;
B. To refer immediately to the office of the President for consideration and possible action any important inquiries or complaints that are raised directly with an individual Trustee regarding the operation of the College;
C. To attend all Board Meetings. If a board member is absent three (3) or more consecutive board meetings, Public Officers Law, section 30, paragraph 3 will be invoked. (Appendix III) If a member is going to be absent, it is his/her responsibility to notify the Chair of his/her absence and will be noted as excused in the minutes.
The meeting schedule for the Board of Trustees will be as follows:
1. The Annual meeting will be held at the September meeting with the agenda to be determined by the Board Chair in consultation with the President.
- Regular meetings shall be held once each month on the 3rd Thursday at 6 p.m. at a place in the county to be decided on by the Board at the annual meeting.
- Adjourned meetings may be adjourned by majority vote held as the business of the Board requires. At the time of adjournment, the date, time, and place of the continuation of the meeting shall be determined and announced.
- Executive sessions of the Board may be called to discuss specific personnel matters, contract negotiations, litigation and other matters consistent with the Public Officers Law, Article 7, section 105 (Appendix IV). Public Bodies may vote during properly convened executive session; any vote to appropriate public monies must be taken in public.
- The Board may change the dates, times, and places of any regular meetings provided at least one week notice is given to all Trustees, the President of Rockland Community College, other agencies and media as required by the New York State Open Meetings Law.
- In accordance with the New York State Open Meetings Law, members of the Board of Trustees may consult by phone, but the Board of Trustees cannot validly conduct meetings, vote or make determination by telephone or e-mail.
- The Board of Trustees may request a representative from another agency or group to serve as a participant to the Board of Trustees. Such a participant may be invited by the Chairperson Per Se of the Board to attend public meetings and executive session meetings of the Board of Trustees and to participate in discussions and to present materials, upon request. Such a participant, however, does not have a vote on the Board of Trustees.
The Board shall hold Workshop Meetings as the Committee of the Whole once a month prior to the Board’s regular monthly meetings. The Workshop agenda will be determined by the Board Chair and the President. The Workshops will give in-depth information on College programs, curriculum review, policy proposals, etc. The Workshops will be attended by all Trustees and chaired by the Board of Trustees Chairperson or his/her designee. The Board may change the dates, time, and places of any future Workshop meetings provided at least one week notice is given to all Trustees, the President of Rockland Community College, other agencies and media as required.
The Board shall hold special meetings upon the call of the Chairperson or upon the call of three voting members, provided, however, that written notice or telephone notice directed to each trustee’s home or business address of such meeting shall be given not less than 48 hours in advance of such meeting and shall state the matters to be considered. Only if an emergency meeting is called, is less than forty-eight hours notice allowed. No matters shall be considered at said meeting except those stated in the notice unless the members of the Board of Trustees present at such meeting, by majority vote, decide to consider other matters.
Notice of Time and Place of Meetings
A notice of the hour and place of all meetings shall be communicated in writing to every Board member at least seven (7) days prior to such meeting. Such notice shall identify the matter or matters to be presented to the Board for its consideration at the meeting.
QUORUM AND VOTING
A majority of the members of the Board of Trustees shall constitute a quorum, but in no event shall less than six trustees constitute a quorum. Six affirmative votes are necessary for approval of any formal Board action.
The Chairperson, Vice-Chairperson and Secretary will be deemed the Elected Officers of the Board of Trustees.
Voting and Election
At the annual meeting, the Board of Trustees shall elect a Chairperson, a Vice-Chairperson and a Secretary by majority vote of the Trustees. The Elected Officers will perform such duties as listed in this Article and as may be delegated or required pursuant to law. All Elected Officers can vote at all times.
Term of Office
All officers shall be elected for a two (2) year term at the annual meeting. No trustee shall serve more than two (2) consecutive terms. In the event of a vacancy in an officer’s position, a special vote will be held at the next scheduled meeting of the Board to fill the vacancy by majority vote (six out of 10 Board members).
Duties of the Chairperson
The Chairperson shall preside at all meetings of the Board of Trustees and serves ex-officio on all committees of the Board.
The Chairperson is the official public sole spokesperson for the Board.
The Chairperson shall have a vote at any time and be counted in Quorum.
The Board Chairperson shall appoint Trustees to all standing, special and Ad Hoc Committees of the Board and designate the Chairperson of such Committee unless otherwise determined by the Board of Trustees. The Chairperson shall appoint such Ad Hoc Committees as may be necessary. Such Committees shall be terminated at the completion of their appointed task and/or their work is accepted by the Board. The Chairperson shall coordinate all Board activities. The Chairperson shall represent the interests of the Board in working with the President and shall be the designated Board member to work in an official capacity with the President.
Duties of the Vice-Chairperson
The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson and other duties delegated by the Board Chairperson.
Duties of the Secretary
The Secretary shall be responsible for assuring the proper and accurate recording of all minutes of all meetings of the Board of Trustees. The Secretary shall review the minutes for accuracy and content. The Secretary shall also see to the security of all minutes, records, files and documents of the Board. The Secretary with the aid of the President will enlist a member of the administrative staff to aid in the performance of these duties.
The Secretary shall review meeting notices, meeting agenda and the previous Board meeting’s minutes prior to transmitting to each Board of Trustees member, as per Public Officers Law (Appendix III), seven (7) days in advance of the next meeting. The Secretary shall perform such duties as may be assigned by the Board Chairperson.
The standing committee of the Board of Trustees shall be
The Audit Committee shall consist of three (3) to four (4) Trustees with the Executive Vice President as an advisor. The Audit Committee shall receive and examine the audit of the College finances and make such recommendations as it may deem appropriate. The committee shall meet as necessary and furnish to the Board of Trustees minutes of their committee meetings.
CONFLICT OF INTEREST
A trustee shall be considered to have a conflict of interest if (a) such Trustee has or appears to have existing or potential financial or other interests which impair or might reasonably appear to impair such member’s independent, unbiased judgment in the discharge of his or her responsibilities to the College, or (b) such Trustee is aware that a member of his or her family (which for purposes of this paragraph shall be a spouse, parent, siblings, children, partner and any other relative if the latter reside in the same household as the Trustee), or any organization in which such Trustee (or member of his or her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interest. All Trustees shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Trustee shall vote on any matter, under consideration at a Board or committee meeting, in which such Trustee has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee having a conflict of interest abstained from voting. Any Trustee, who is uncertain whether a conflict of interest may exist in any matter, may request the Board of Trustees to resolve the questions by majority vote.
The Board of Trustees shall comply with all applicable state or local laws dealing with conflicts of interest, including Sections 800-808 of the General Municipal Law and the County Code of Ethics.
The Board of Trustees will adopt procedures to identify as early as possible all interests of individual Trustees which may conflict with their obligations as Trustees and require Trustees to announce potential conflicts of interest with respect to any matter being considered by the Board of Trustees as soon as possible so that appropriate action may be taken to avoid problems.
Indemnification is provided to Board members pursuant to Section 6308 of the Education Law. (Appendix I)
AMENDMENT AND SUSPENSION OF BY-LAWS
The By-Laws may be suspended at any meeting of the Board, for specific purpose by an eight member vote of the Board.
An amendment to the By-Laws may be adopted by a majority of the members of the Board (six out of 10 members) at any regular or special meeting of the Board succeeding the meeting at which it was proposed. Thereafter copies of the proposed amendment must be mailed to each member of the Board of Trustees at least ten (10) calendar days before it is voted upon, together with a statement of the name of the introducer and with a notice of the date, time and place of the meeting at which it is to be acted upon. Such prior notice may be waived if all members of the Board of Trustees consent thereto at or prior to such meeting and said written waiver shall be appended to the minutes of said meeting.
REPEAL OF PREVIOUS BY-LAWS
The By-Laws of the Board of Trustees in effect at the time of the adoption of these By-Laws are repealed and these By-Laws shall be effective on and from the date the same are adopted.
The Board shall be governed in its procedure by parliamentary rules and usage as set forth in Roberts’ Rules of Order newly revised.