Call to
Order
The meeting was
called to order at 4:14 p.m.
Roll Call
Present: Proctor,
Rasmusson, Smith
Absent: Brannan,
Canady, Pelleran, Proctor
Limited
Public Comment Regarding Agenda Items
No public
comment.
Bylaws
Discussion
Ms. Jan Lazar, of
the Mercer Group, presented the following recommended changes to the
Board bylaws. (Ms. Lazar?s recommendations are in red. The Board's
revisions are in blue.)
1.2.3
Chairperson
The Chairperson
shall provide leadership in planning the work of the Board, shall
preside at all meetings of the Board, and shall
decide all questions of rule and order. The Chairperson shall appoint
and establish all committees and committee Board appointments unless the
committee members are designated or their appointment is otherwise
provided for in the motion or resolution establishing the committee,
shall be an ex-officio member of all committees, and shall perform such
other duties as these bylaws and state law provide or the Board may
prescribe. The Chairperson shall act for the Board when such action is
required by law in signing contracts and other official documents, shall
represent the Board of Trustees or designate a representative upon
occasion when such representation is deemed desirable, shall act as the
spokesperson for the Community College, consistent with 1.7.5 and 1.7.6,
and shall perform such other duties as may be prescribed by law,
consistent with Governance Policy GP-303.
1.2.5
Secretary
The Secretary
shall, through the administrative assistant
to the Board, cause to be kept a proper record of all meetings of the
Board, shall see that proper notices required by law are published or
posted, that Board members are properly notified of all meetings, that
all records to the Board are available for public inspection, that
minutes of previous meetings are supplied to all members as required by
these bylaws and, in general, shall perform all duties incident to the
office of Secretary and such other duties as may be assigned to him or
her by the Board or are required by these bylaws or state law. In the
absence or inability of the Secretary to act, any officer may act in his
or her place.
1.2.6
Treasurer
The Treasurer,
in conjunction with the Finance and the Audit
Committees of the Board of Trustees, based on financial policies and
parameters adopted by the Board and
to
internal and independent audits of college financial records, shall
review and examine
of
reports of the Chief Financial Officer.
The Treasurer, Finance and Audit and
Committee shall monitor and safeguard the financial condition of
the College, through the Chief Financial
Officer, including but not limited to receiving, holding in
custody, investing and handling all funds of the College as directed by
the Board; dispersing funds of the College as he or she may be ordered
by the Board, and shall perform such other duties as these bylaws and
state law or the Board may prescribe.
1.3.1
Committees
There shall be
such standing committees of the Board
as established from time to time by the Board
or the Board Chair. There shall be three permanent standing
Committees: they shall be the Finance Committee; the Personnel and
Compensation Committee and the Audit Committee, as provided for
in Section 1.3.2, Section 1.3.3. and Section
1.3.4 below. There may be appointed special committees to study
issues and perform tasks. These committees shall be appointed by the
Chairperson for certain expressed purposes and periods of time,
consistent with Governance Policy GP-304.
1.3.2
Audit Committee
Members of the
Audit Committee shall be appointed by the chairperson of the Board of
Trustees and shall serve as a standing committee to meet with the
College's auditors in advance of and during the annual college audit, to
review the College's financial policies as may be appropriate, and to
address other financial and related issues the Board or committee
members deem appropriate, consistent with Governance Policy GP-305.
The Committee shall review
of
all reports from the independent auditor; preparation of audit
specifications and
review of
audit RFP responses; and handling of anonymous or confidential
allegations of financial
or other
irregularities and shall make referral to either internal or external
auditors
or other agencies if
appropriate.
1.3.3
Personnel and Compensation Committee
Members of the Personnel and Compensation Committee shall be appointed
by the Chairperson
of the Board of Trustees and shall serve as a standing committee.
The Committee shall review proposed
compensation policies and parameters for recommendation to the Board.
The Committee shall review mid-year budget proposals for additional
positions and recommended additions shall be placed on Board agenda for
approval. Reclassification for non-represented personnel shall be
presented to the Committee for review prior to action.
Reclassifications of represented personnel shall be reported to the
Personnel and Finance Committees with a financial impact report.
1.3.4
Finance
Committee
Members of the Finance Committee shall be appointed by the
Chairperson
of the Board of Trustees and shall serve as a standing committee. The
Committee shall review
of
recommendations from other committees and board ends to develop
recommended annual budget policies for Board consideration,
and consider other finance matters or referral to the Board.
1.4.2
Organizational Meeting
The
organizational meeting of the Board of Trustees shall be held at the
first meeting of the Board in January
following the date of the regular College
District
election. The Board shall elect officers at the organizational
meeting.
1.4.3
Regular Meetings
The Board
shall meet on a regular basis at times determined by the Board.
Meetings will ordinarily be held in the Board Room of the Administration
Building, 610 N. Capitol Avenue, Lansing Community College,
PO Box 40010, Lansing, Michigan
48901-7201, but may be held
at other times and in places in accordance with the Open Meetings Act,
as the Chairperson may set, and circumstances may require.
1.5.2
Order of Business
The Chairperson, upon taking the
chair, shall call the members to order on the appearance of a quorum.
The order of business for Regular Meetings shall be as follows:
I. Call to Order;
II. Roll Call;
III. Pledge of Allegiance
IV. Additions/Deletions to the
Agenda;
V. Limited Public Comment
Regarding Agenda Items;
VI. Chairperson,
Committee, and Board Member Reports,
A. Chairperson,
B. Committee
C.Board Members;
VII. President's Report,
A. Informational,
B. Action Items;
VII. Public Comment;
VIII. Board Evaluation
IX.
Adjournment.
1.6.1
Authority and Powers
Reserved by the Board
All business
conducted by the Board of Trustees shall be in conformance with the
Community College Act and current Michigan statutes, including the Open
Meetings Act, Act 267 of 1976, as amended, MCL 15.261 et seq, consistent
with Governance Policy GP-301.
The College shall
be managed by the Board of Trustees, in accordance with the Community
College Act and in keeping with these Board bylaws and the Statements of
Purpose and Goals contained within the College's strategic plan. The
general powers granted to the Board are those expressly provided for in
the Community College Act and any powers implied or incident thereto,
including the exercise of any power incidental or appropriate to the
performance of any function related to the operation of the College in
the interests of educational and other programs and services offered by
the College.
More
specifically, the duties of the Board of Trustees shall include, but are
not limited to, the following: 1) appoint, evaluate, and/or remove the
President; 2) appoint, evaluate and remove any
positions designated within the Board policies; 3) review and
approve all consultant contracts not otherwise
authorized by Board policy or specified within the capital budget
approval; 4) approve the issuance of College degrees and
certificates; 5) adopt, develop, and define Board and College policies;
6) establish an annual College budget; 7) establish and authorize
College tuition, course fees, and other fees that apply to all students;
8) authorize the sale, purchase, construction, and renovation of College
land, buildings, and major equipment; 9) define and review College
strategic direction and goals; 10) institute and promote major College
fund-raising efforts and authorize the acceptance of gifts to the
College; 11)authorize the incurring of debt by the College; 12)
evaluate the President, consistent with 1.6.3.; 13) approve the establishment by any administrative means, through
employment, contractual agreement or other means, of any additional
vice-president, dean or department chair position(s), or other such
administrative position(s) as set forth in Board policies.
1.6.3
President as Chief Executive Officer of College
The President shall serve
as the chief executive officer of the College, and the general
administration and operation of the College is delegated by the Board to
the President, in accordance with these bylaws, consistent with
Governance Policy EL-200
The President's
administration shall conform to the adopted policies of the Board and
the direction defined in the College strategic plan,
in Board policies and budget parameters, and
in particular, the performance measures contained
within the strategic plan or budget policies.
These performance measures will be defined in four (4) broad categories and reviewed by the Board: Stakeholder
Satisfaction, Financial Responsibility, Communication with the Board, and Access.
A formal
evaluation of the President will occur in October or November of each
year. This evaluation shall consider the performance measures as
defined herein and within the President's
employment agreement, or as annually adopted by the Board as budget
policies, and as it has appeared over the intervening year.
Only decisions of
the Board acting as a body are binding upon the President. Decisions or
instructions of individual Board members, officers, or committees are
not binding on the President except in rare instances when the Board has
specifically authorized such exercise of authority.
1.6.4 Delegation to the President
The President is hereby
delegated the following authority, consistent with the President's
status as the College's chief executive officer.
In exercising the authority granted herein, the
President shall be governed by and comply with all written bylaws,
policies and contracts adopted and approved by the Board of Trustees,
and any applicable state law:
A.
Select and employ
personnel of the community college, subject to 1.6.1.
B.
Pay
claims and demands against the community college, up to the amount of
$50,000.
C.
Unless otherwise subject to a specific college policy or specifically
approved by the Board, purchase, lease, or otherwise acquire personal
property for the College on College premises, provided that all
transactions whether in aggregate, by
project, or by vendor of $100,000,
or transactions in aggregate for one vendor
or project, totaling or more shall first be approved by the
Board.
D.
Invest funds of the College, subject to limitations imposed by law
and adopted investment policy of the
Board of Trustees.
E.
Subject to terms and conditions as the Board may establish, accept any
and all contributions, capital grants, gifts, donations, services, or
other financial assistance from any public or private entity, provided
that the President shall report to the Board, at the first meeting
following receipt, any item with a value of $10,000 or more.
All real property may only be accepted by
action of the Board.
F.
These powers delegated to the
President shall be effective immediately and shall continue until
specifically revoked by the Board.
1.7.4
Communications Policy/Board Members Request for Information
In order to
assure that internal and external communication between the Board, the
public and the college staff are clear and represent the unity and
maintain the integrity of the Board acting as a whole, these policies
will be followed as individual responsibilities of each Trustee:
A. Individual Trustees requesting
information that will require a material amount of staff time to
compile, or the preparation of a special report, or that may be
disruptive shall make such requests to the Chairperson of the Board
or the Chair of the appropriate Board Committee.
The Board or Committee Chairperson may
approve the request or, at his or her discretion, place the request on
the next Board meeting agenda for the consideration of the Board of
Trustees. Compilations and reports prepared pursuant to this provision
will be available to all Trustees. Individual Trustees shall not make
such requests directly to an employee of the College.
1.7.8
Trustee Usage of Facilities
Trustees are not prohibited
from using College facilities for professional or personal reasons
provided such facilities are normally available to the public, and the
Trustee is subject to the same conditions, goes through the same
procedures and pays the same compensation as would a member of the
public who is not a College employee or are
specifically authorized by Board policy.
1.8.2
Travel Expenses
The Board
recognizes the value of membership and attendance at conferences,
workshops, and meetings at the state, regional, and national levels
which are appropriate and necessary to carry out College business.
Subject to Chairperson approval, the Board encourages the following:
1.
The attendance of its
members in one (1) out-of-state and one (1) in-state conference
(inclusive of the MCCA Summer conference), workshop, or meeting per
year, in addition to all other meetings and conferences offered by the
Michigan Community College Association.
2.
The Board appointed
delegates to the Board of Directors of the Michigan Community College
Association to attend all regularly scheduled meetings of its Board of
Directors.
3.
The Board Chairperson or
his or her designee may also represent the College in one (1)
international visit per year in furtherance of stated goals and the
objectives of the Sister College Program.
4. Board members travel arrangements
will be coordinated through the Board administrative assistant.
5. Board members will be reimbursed
for reasonable and necessary required business travel expenses.
1.8.3 College
Business Related Expenses
Trustees shall
be eligible for reimbursement or direct payment of college business
related expenses they incur as a result of their duties and activities
as Trustees. Such eligible expenses shall be set forth in Board policy,
which shall also establish approval and audit mechanisms that shall
govern payment for such expenses.
The above is consistent with
Governance Policy GP-308.
1.10.1
Financial
The fiscal year of the
College shall be from July 1 to June 30, inclusive.
The Board shall
adopt a budget on or before June 30 of each year and shall provide for a
public hearing to be held on the proposed budget in accordance with the
Act. No later than the third Monday in April of each year, the
President, or his or her designee, shall present an estimate of the
amount of taxes or appropriation deemed necessary for the ensuing fiscal
year for the purposes of expenditures authorized by law.
The
Administration shall operate within approved budget
allotments and policy restrictions; no
allotment shall be deemed a mandate to spend. The Board must first
approve any expenditure in excess of an approved budgetary limit. At
the fiscal year-end, the Board shall return the balance of credits in
the operating budget to the general fund for reappropriation.
MCL389.141; MCL389.143.,
and consistent with Governance Policies
EL-202, 203, 204.
1.10.2
Long-Term Financial Planning
The Administration shall be
charged with the responsibility of following accepted accounting
procedures as established by law and shall provide the Board with such
interim fiscal reports as set forth in the
Board Financial Monitoring and Reporting Policy. Long-term
financing forecasts must include the protection of adequate fiscal
reserves and available cash sufficient to meet payroll and debts in a
timely manner.
PUBLIC COMMENT
No public comment
ADJOURNMENT
MOVED by Trustee
Rasmusson and supported by Trustee Smith for the meeting to adjourn.
Ayes: Proctor,
Rasmusson, Smith, Laverty
Nays: None
Absent: Brannan,
Canady, Pelleran
Motion carried.
The meeting
adjourned at 5:03 p.m.
