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1.02.001 - Board Bylaws

Approved: 2/19/2013
Approved By: Board of Trustees
Category: 1 - STRUCTURE MISSION AND GOVERNANCE
Section: 02 - COLLEGE GOVERNANCE AND SPONSORSHIP

ARTICLE I

IDENTIFICATION, SUCCESSION, AUTHORITY AND GENERAL POWERS

A.           Identification

    1. This body is to be known by the name and style of Board of Trustees of Community College of Beaver County.
    2. The Board of Trustees may hereinafter be referred to as the Board, while Community College of Beaver County may hereinafter be referred to as the College.

B.           Succession

    1. Under sponsorship of Beaver County, the Board of Trustees of Community College of Beaver County shall exist for an initial term expiring June 30, 2022, and so long thereafter as it may legally function.

C.           Authority and General Powers

    1. The Board derives its authority from the Community College Act of 1963, as amended from time to time, and as specifically amended by Act 31 - 1985 also known as Public School Code of 1949, the Articles of Agreement between the College and its local sponsor, and the policies, standards, rules and regulations adopted by the State Board of Education, or its successor.
    2. The Board shall maintain and exercise general control over the College, keep separate records and minutes, and adopt reasonable policies and rules, bylaws or regulations to effectuate and carry out the provisions of its authority as set forth in the previous paragraph.

3.a.  Only actions by the Board in formal session, a quorum being present, shall constitute an act of the Board.  Nothing contained herein shall limit the authority of the president or of the treasurer acting under Section 7 of the said Community College Act of 1963, as amended.

3.b.   All formal action of the Board of Trustees shall be taken at a public meeting, the minutes of which shall be available to the public after approval by the Board.  The Board of Trustees shall in all respects be governed by the provisions of Act No. 175 of 1974, P.L. 486, commonly known as the "Sunshine Law."

4.   The Board of Trustees may hold, rent, lease, sell, purchase and improve land, buildings, furnishings, equipment, materials, books and supplies.

5.   All contracts requiring action by the Trustees through Board policy shall be entered into and other acts shall be done by the Board of Trustees of the Community College in the name of the Community College.  They shall be executed under the signature of the chairperson or vice chairperson of the Board, whose signature shall be attested by the secretary or treasurer of the Board, and shall have affixed thereto the seal of the College.  All instruments requiring acknowledgment shall be acknowledged by the chairperson or vice chairperson of the Board of Trustees, or such other person as the Board shall, by formal action, appoint as attorney-in-fact to acknowledge.

6.   The Board may receive local, State, and Federal funds to defray the cost of College programs authorized by law and accept both conditional and unconditional gifts, as the case may be, from private persons.

7.   The Board may determine entrance requirements; approve curricula subject to minimum standards fixed by the State Board of Education, federal statute or regulations; and/or accreditation standards, and award degrees and certificates.

8.   The Board shall make policies providing for the admission, retention, and expulsion of students, the courses of instruction, the tuition and fees to be charged, and for all matters related to the government and administration of the College.

9.   The Board shall submit an annual budget for consideration and approval by the local sponsor.  It shall be the duty and responsibility of the president of the College to draft, prepare, and submit a proposed budget to the Board of Trustees so that the same may be acted upon by the Board of Trustees, all in accordance with the Articles of Agreement between the College and the local sponsor.

10.  The Board may enter into agreements or contracts with any person, firm, or corporation, or with any County, State, Federal, or governmental agencies which are deemed by the Board to be necessary or advisable to the maintenance, and operation of the College.

11.  The Board shall appoint and fix the salary of the president of the College.  The president shall report directly to the Board.

12    The Board shall select a solicitor to protect the legal interests of the Board and the College and an auditor to conduct required fiscal and operational reviews.  Terms and conditions of these appointments shall be as determined by the Board and both positions shall report to the Board.

 

ARTICLE II

COMPOSITION OF BOARD, TERMS OF OFFICE, ATTENDANCE, AND EXPENSES

A.           Composition of the Board

    1. The Board of Trustees shall consist of nine persons appointed by the local sponsor under the terms and provisions of the Articles of Agreement between the College and the local sponsor as changed by law and custom.
    2. The president of the College shall have the right to attend all public meetings of the Board and to be heard on all matters before it, but shall have no right to vote on any matter.

B.           Term of Appointment

    1. Each person appointed to the office of Trustee shall serve a term of six years and shall be eligible for reappointment as specified in the sponsorship agreement.  In the event of a vacancy in the office of Trustee, the Board shall initiate a search for a suitable replacement being mindful of the statutory requirements for selection of Trustees.  Upon identifying an appropriate replacement, the Board shall make its recommendation to the Board of County Commissioners for Beaver County for their consideration in making their appointment to the Board.
    2. A Trustee appointed by the Commissioners to fill an unexpired term in office shall formally take his or her seat at the monthly meeting of the Board of Trustees next succeeding the month of appointment.

C.           Attendance

    1. A Trustee is expected to attend a majority of the appropriate committee sessions, regular meetings, and special meetings of the Board.  In the event of habitual non-attendance, the Chairperson of the Board is authorized to investigate and make a formal report to the Board.  If a Trustee misses three consecutive like-kind sessions, i.e. three consecutive committee sessions or three consecutive regular sessions, or more than forty percent (40%) of the regular and/or committee sessions, the Board will consider recommending to the County Commissioners that the Trustee be removed for cause.

D.           Expenses

    1. Trustees shall serve without compensation except that they shall be reimbursed for their actual and necessary expenses incurred in the performance of their duties.

E.            Trustee Emeritus

    1. The Board of Trustees may, in its discretion, and pursuant to a policy adopted by same, nominate and appoint deserving persons to the office of Trustee Emeritus.

  

ARTICLE III

OFFICERS, ELECTION OF OFFICERS, AND DUTIES OF OFFICERS

A.           Officers

    1. The officers of the Board shall be a Chairperson, Vice Chairperson, Secretary, and Treasurer.

B.           Election of Officers

    1. The Board shall annually at any point during the year but not later than its first meeting following July 1, elect a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer.  A nominating committee composed of three Trustees elected by the Board at any point during the year but not later than one month prior to the election will present a proposed slate of officers.  Nominations from the floor will also be accepted.  Nominations shall be made and properly seconded.  A majority of the members of the Board present and voting shall be necessary for election.  The election shall be conducted by voice vote, and the term of office shall be for one year and until a successor is duly elected and qualified.  A Trustee shall not serve in the same office for more than six consecutive terms.
    2. In the event of a vacancy in an office, by death, resignation, or removal by the board of Trustees, a new election shall be held in the manner above mentioned at the next official meeting of the Board after the vacancy has occurred, and the vacancy shall be filled for the remainder of the term.

C.           Duties of Officers

1.            The Chairperson of the Board shall:

a.  Preside at all meetings of the Board, including Commencement, and shall be a member ex-officio of all committees, except the nominating committee, and shall be entitled to vote at all meetings of the Board and of all its committees.

b.  Appoint all committees and shall designate the Chairperson of such committees, unless otherwise determined by the Board of Trustees.

2.            The Vice Chairperson of the Board shall:

a.  Perform the duties of the Chairperson in his or her absence and such other duties as the Chairperson may delegate to him or her from time to time.

3.            The Secretary of the Board shall:

a.  Be responsible for the minutes of all meetings and shall see that they are prepared and submitted to each member of the Board.  He or she shall have charge, under the direction of the Board, of all official records and papers belonging to the Board.  The Secretary shall also perform such duties as may be assigned from time to time by the Board.

4.            The Treasurer of the Board shall:

a.  Perform the duties delegated to him or her by the Board, including care and custody of all financial records, cash, stocks, bonds, mortgages, or other securities or investments belonging to the College.

b.            Serve as Chairperson of the Board committee addressing finances.

5.            The President of the College shall:

a.  Be the Chief Executive officer and Chief Administrative officer of the College through whom the Board carries out its programs and exercises its policies.  He or she is responsible for the conduct and operation of the College and for the administration and supervision of all its areas of activity.

b.  Recommend the appointment, retention, promotion, and/or reassignment by the Board of qualified teaching personnel and other such employees as specified through Board policy to ensure the College’s efficient and effective administration.

c.   Recommend the termination of employees for cause, provided those with tenure shall be provided procedural and substantive due process prior to dismissal.

 

ARTICLE IV

 MEETINGS

A.           Regular Meetings

    1. Regular meetings shall be held at least nine times annually at a date, time, and place to be published in July or August of each year in accordance with the provisions of the "Sunshine Law”.  No separate written notice of the time and place of a regular meeting is required to be given to a Trustee.

B.           Special Meetings

    1. A special meeting of the Board may be called by the Chairperson at his or her discretion.  The Chairperson of the Board shall call a special meeting upon a written request of three members of the Board of Trustees and the same shall be held within ten days of the written request served upon the Chairperson.  If he or she fails to call such a special meeting within the time prescribed, the said three members shall have the power to call a special meeting.
    2. Whenever a special meeting is called, written notice of such meeting shall be given to all Trustees and to appropriate media to ensure public notice as required by law not less than twenty-four hours in advance and shall state the purpose or purposes of the meeting.  No other matter shall be considered at the special meeting.

C.           Quorum

    1. A majority of the members serving on the Board of Trustees shall constitute a quorum for the transaction of business.  A smaller number may call the roll, record the names of the absentees, and adjourn.

D.           Procedures at Meetings

    1. The rules contained in Robert’s Rules of Order, latest revision applying to small boards, shall govern the conduct of meeting in all cases where they are not inconsistent with these rules and regulations set forth in these Bylaws.  The presiding officer shall decide all questions of order, subject to appeal to the members present.

E.            Agenda

    1. The President of the College shall prepare an agenda for each regular Board meeting in cooperation with the Board Chairperson and have it in the possession of each Trustee at least three days before the meeting.
    2. Individuals or groups wishing to present any matter of concern pertaining to the College shall make written request to the President of the College at least one week prior to the regularly scheduled public meeting in order that the matter may be included in the agenda for the meeting.
    3. Article IV, Section E, shall not be construed to prohibit the Board of Trustees from considering and acting upon any matter of concern, whether the same be on the agenda or not.

F.            Voting

    1. The affirmative votes of a simple majority of those Board members present and voting, providing a quorum is constituted, shall be required to carry a motion.  All members of the Board, including the Chairperson, shall have the right to record their individual vote on any motion or resolution.

 

ARTICLE V

COMMITTEES

A.           Standing Committees of the Board

    1. Board, Employee and Community Development
    2. Student Success
    3. Operations and Risk Management 

B.           Nominating Committee

In June of each year, the Trustees shall nominate and elect a three member Nominating Committee with responsibility for recommending a slate of Board Officers.  The Committee will present its recommendations for consideration by the Board at its regular meeting in July.

C.           Special Ad Hoc Committees

Special Ad Hoc Committees may be appointed by the Chairperson from time to time to deal with specific issues or concerns and such committees shall be charged by the Chairperson with appropriate duties and responsibilities.

D.           Advisory Committees

The Board of Trustees shall be empowered to create advisory committees to serve at the pleasure of the Board without compensation.

E.            Foundation Board

A member of the Board of Trustees will be appointed by the Board chairperson to serve on the Board of Directors for the CCBC Foundation.  The chairperson shall also serve on the Foundation Board.

 F.            Reports/Action

Reports from any standing, ad hoc, or advisory committee that would recommend specific action by the administration of the institution shall be presented and explained to the Board for discussion and action in open session at a regular or special meeting of the Board of Trustees.  Upon a motion and second to adopt the recommendations from committee, a majority vote shall be required for adoption.

  

ARTICLE VI

RECORDS AND REPORTS

A.           Minutes

    1. The Secretary of the Board shall be responsible for the preparation of the official minutes of Board meetings.  Minutes shall be drafted, reviewed by the Secretary, and sent to Board Members.  Following approval of the minutes by the Board, an official copy shall be signed by the Secretary and the presiding officer of the meeting and maintained on file in the office of the President of the College.  Meeting minutes shall be available to the public during normal business hours.

B.           Audit

    1. The Board shall require an annual audit conducted by an independent Certified Public Accountant retained by the Board as soon after the close of the fiscal year as shall be practical, and the results of such examination shall be made a public record.

C.           Staff Reports to the Board of Trustees

    1. Staff reports for the Board of Trustees may be requested by the Board or scheduled by the President of the College.

D.           Public Information

    1. Recognizing that Community College of Beaver County is supported by the people for the common good, the Board of Trustees firmly believes that the public should be kept informed of events, programs, and operations taking place in the College.  The Board authorizes its Chairperson or a specially designated appointee, to issue information on all official activities of the Board for dissemination to the public.

 

ARTICLE VII

ADOPTION AND AMENDMENT PROCEDURE

A.           Adoption

    1. These Bylaws shall become effective upon ratification by a two-thirds vote of the total Board at any regular or special meeting.

B.           Amendments

    1. The Bylaws may be amended by a motion which provides substitute wording or refers to a specific addition or deletion and is approved by a two-thirds vote of the total membership at any regular or special meeting following seven days advance notice in writing of the proposed change.

  

ARTICLE VIII

 SEVERABILITY

A.           If any provision of these Bylaws or any application of them shall be found to be contrary to the Community College Act of 1963 as amended or the Articles of Agreement between the College and its local sponsors, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect.