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Adopted Minutes
December 4, 2001
Special Board Meeting

Call to Order

The meeting was called to order at 12:07 p.m.

Roll Call

Present: Heywood, Holden, Jeffries, Patterson, Pelleran, Rasmusson
Absent: Canady

Limited Public Comment Regarding Agenda Items

There were no comments from the public.

Consideration of Board Bylaws

Chairperson Jeffries stated that a committee was appointed in July to recommend revised bylaws and compile the College's policies. He said that the Board used to have bylaws and then Carver Policy Governance was adopted and the bylaws were eliminated. Since the adoption of the strategic plan, bylaws have been needed to outline the policies and procedures of how the Board operates and what is expected of the Trustees. The policies will be forwarded to the Board in February of 2002 and what is before the Board is the committee?s recommendation in relation to the Board bylaws. He said that Mr. Cliff Flood, from Miller, Canfield, Paddock and Stone, is present to answer any questions. Chairperson Jeffries stated that the bylaws were derived from the Board's old bylaws, policies and from Oakland Community College's bylaws.

IT WAS MOVED by Trustee Holden and supported by Trustee Heywood to adopt the bylaws for the purpose of discussion and amendments will be made.

The Board reviewed the bylaws and made amendments.

1.0 Authority to Adopt, Suspend and Revise Bylaws

1.0.1 Adoption of Bylaws

There were no changes.

1.0.2 Suspension

Trustee Patterson asked why would the Board suspend all rules versus a rule. It is listed as bylaws.

Chairperson Jeffries suggested to add ?or a portion thereof,? after ?these board bylaws? in the first sentence.

There were no objections to the amendment.

Trustee Heywood stated he would like to add to this bylaw that the suspension of bylaws should be a unanimous action of the Board.

Trustee Rasmusson stated that if a majority of the Board wish to suspend a bylaw they may do as they wish.

Trustee Heywood asked that it then be changed to reflect that a bylaw may be suspended by a vote of the majority.

Chairperson Jeffries stated that he would like to leave it as it is because he may suspend a bylaw at a beginning of a meeting to add something, this keeps the meeting running and if there is any objection of what the chairperson does a board member can certainly object, if there is support, and then there would be a vote.

Trustee Heywood agreed with not changing Board bylaw 1.0.2.


There were no changes.

1.1 Membership

1.1.1 Board of trustees as Governing Body

There were no changes.

1.1.2 Board Composition

There were no changes.

1.1.3 Qualification

There were no changes.

1.1.4 Elections

There were no changes.

1.1.5 Installation of Board Members

Chairperson Jeffries requested that the words ?election or? be added to the seventh line in the paragraph related to the Affidavit of Eligibility.

The Board agreed to this amendment.

1.1.6 Vacancy on the Board

There were no changes.

1.1.7 New Board Member Orientation

There were no changes.

1.1.8 Board Members Seeking Employment with the College

Trustee Pelleran asked would this bylaw prohibit someone who currently is an employee from running with the expectation that they would resign if they were elected. She asked if it should be more expressive.

The Board did not think it should be more expressive as the bylaw does not prohibit the employee to run, but it is safe to assume that if they were elected the College could no longer employ them.

There were no changes.

1.2 Officers and Duties of Officers of the Board of Trustees

There were no changes to this section.

1.3 Board Committees

1.3.1 Committees

Trustee Patterson requested that the word ?timeline? should be added.

Chairperson Jeffries suggested that the phrase ?and a period of time? be inserted at the end of the second sentence.

The Board agreed to the amendment.

1.4 Meetings of the Board

1.4.1 General Conduct and Notice of Meetings

There were no changes.

1.4.2 Organizational Meeting

There were no changes.

1.4.3 Regular Meetings

Chairperson Jeffries asked that the word ?chair? be changed to ?chairperson? in the third paragraph.

Trustee Heywood stated he has always had concerns with changing the date and time of regular scheduled board meeting. He asked while using the Open Meetings act as the minimum qualification could the Board set a higher standard in posting the changed date and time of a regular meeting.

Chairperson Jeffries stated that all of the regular meetings are posted at the beginning of the year.

Trustee Heywood stated that with posting the meetings at the beginning of the year there should be no reason for changing the regular meetings.

Chairperson Jeffries stated that would be desirable; however, there will be one or two meetings that will change due to conflicting schedules or other reasons. He said that the bylaw states the meetings must be posted by at least 18 hours prior to the meeting, which could be more, but this gives the Board flexibility.

Trustee Heywood suggested that the bylaw be amended to read ?with the minimum of 18 hours notice striving for 24 hours notice.? He said that he would like the Board to have a higher standard than what the Open Meetings act states.

Trustee Pelleran stated that she is comfortable with the 18-hour standard.

Trustee Holden stated that she is satisfied with the bylaw as presented.

Trustee Patterson stated that there has never been a problem in posting a meeting in excess of 18 hours.

Trustee Heywood said that the meetings he recalls are the ones that dealt with Dr. Anderton and those were posted very close to the 18-hour standard.

A majority of the Board did not accept the suggested amendment.

1.4.4 Special Meetings/Notice

There were no changes.

1.4.5 Quorum, Voting, and Roll Call Voting

There were no changes.

1.4.6 Attendance by Telephonic or Video Conference

There were no changes.

1.4.7 Legal Counsel

There were no changes.

1.5 Meeting Procedure

1.5.1 Agenda for Regular Meeting

There were no changes.

1.5.2 Order of Business

There were no changes.

1.5.3 Public Participation in Public Meetings

Trustee Heywood asked if it is possible to do limitation, for example, during program review it was limited to one hour for and one hour against. He asked if it could be amended to read that the Board has to vote to allow that to happen and not just leave it as the Chairperson?s discretion.

Chairperson Jeffries said that if any Trustee objects to something the chair does, an objection can always be raised and if it is supported it would then need four votes and the chairperson?s decision is overruled.

Trustee Heywood stated that he is trying to make the Board more accountable for those actions and not just leave the chair hanging out there.

Chairperson Jeffries stated that it is typical for the chairperson to set the agenda for the meeting and that includes timelines. The time limits set during the program review process were extremely generous. This Board has never spent that much time with the public in the past and in terms of being concerned that there are limitations to public participation, this board has been very generous in allowing public participation.

Trustee Patterson stated that he did not agree with limiting the number of people that can address the Board.

Trustee Pelleran agreed with Trustee Patterson?s statement.

Trustee Holden asked Mr. Flood what was his legal opinion. She said that the Board has never exercised this, but she wouldn?t want the Board to eliminate something that might need to be exercised at some point.

Chairperson Jeffries asked if limiting the number of persons to address the Board was in Oakland Community College's bylaws.

Mr. Flood stated he did not know where this came from, but this was fairly common language because it addresses the potential problems. It allows the Board to limit the number of people if the Board knows there are over 100 people who will be addressing the Board and will be saying the same things. On the other hand, if there are 50 people waiting to address the Board about 50 different issues it allows the Board to use discretion. There is no intent to preclude democracy with the right to speak. It is, however, an administrative intent to keep authority that the Board might need in very rare circumstances.

Trustee Patterson stated that he sees these bylaws for future Boards and he did not agree to set a precedent for any Board to limit public comment.

Trustee Heywood agreed with Trustee Patterson?s comment.

Trustee Rasmusson stated that the bylaw as it reads gives the board the discretion of limiting public comment if there was someone acting in bad faith.

Trustee Holden agreed with Trustee Rasmusson.

A majority of the Board agreed that no amendments would be made to this bylaw.

1.5.4 Minutes

Trustee Pelleran asked for clarification if Trustees must keep a written record of each regular or special meeting. She stated that the Board knows that the Board secretary keeps those minutes and she does not keep everything. She asked if this was appropriate.

Trustee Rasmusson responded that this is in accordance with the statute.

Trustee Pelleran stated that she would delegate it back to the secretary.

Trustee Heywood asked that the bylaw reflect not only that the minutes will be made available to the public, but it should also state where they are available.

Trustee Pelleran said that it does state where they are available.

Trustee Heywood stated that it should be more than just the administrative offices. The more access the Board can give will be better, for example, in the library and the administrative offices.

Chairperson Jeffries asked Ms. Norma Mendez if the minutes were placed on the web.

Ms. Mendez responded yes.

Trustee Heywood requested that the provision state that the minutes would be available on the web.

Chairperson Jeffries stated that placing the minutes on the web does not meet the same timeline. For purposes for the Freedom of Information Act, in particularly, an area needs to be designated.

Trustee Holden stated not to be specific in relation to where the administrative offices are location because what should happen if there is a fire and the administrative offices had to be moved.

Trustee Heywood stated that is where the suspension of the rule comes into play.

Trustee Holden stated that there would still be a place where it would be considered the administrative offices.

Trustee Patterson stated that this may be more of a procedure than a bylaw, but the tapes of these meetings become archives of what occurs during the meetings. He said that the tapes need to be put in a place where they are kept safe if there were to be a fire.

President Cunningham stated that Trustee Patterson?s concern would be addressed in the College Policies.

1.5.5 Parliamentary Procedure and Authority

There were no changes.

1.6 Board Governance/Board Policies and Procedures

1.6.1 Authority and Powers Reserved by the Board

There were no changes.

1.6.2 Strategic Plan

Chairperson Jeffries requested that the word ?modification? in the third paragraph be made plural.

The Board agreed to that change.

1.6.3 President as Chief Executive Officer of College

There were no changes.

1.6.4 Delegation to the President

Trustee Pelleran asked if the amount in item B should be increased to $100,000.

Chairperson Jeffries stated that $50,000 is the figure that has always been agreed upon.

The Board agreed not to amend item B.

Trustee Patterson stated the second sentence in item A regarding the authority granted shall not include the authority to appoint and employ the chief financial officer could confuse other people.

Mr. Flood stated that this is what the statute states.

Chairperson Jeffries asked Mr. Flood if this sentence could be eliminated since it is already stated in section 1.6.1.

Trustee Patterson stated that the Board has authority over the other vice presidents and in this bylaw the chief financial officer is excluded.

Chairperson Jeffries asked if they would be within the law if the sentence were deleted.

Mr. Flood responded that they would be within the law if the sentence were eliminated. The reason that is in there is because to make the bylaws informative so there is one source to reference and, it is redundant.

Trustee Patterson asked Trustee Rasmusson for his opinion.

Trustee Rasmusson responded that the Board should stick with what is written in the bylaw this would allow future boards to not overlook the statute. However, the Board has the authority to delete the sentence.

Chairperson Jeffries asked President Cunningham for her opinion.

President Cunningham responded that it may not be confusing, but it is redundant. She said that singling it out gives it more emphasis.

Trustee Patterson stated that future boards could potentially construe this bylaw as some kind of authority that maybe is not there.

A majority of the Board agreed to not amend item A.

Chairperson Jeffries stated that under item C he requested information from Vice President Larson regarding the amount and type of transactions the College acquires between $75,000 and $100,000. He said that the Board might want to consider revising the amount from $100,000.

Vice President Larson distributed a spreadsheet to the Board (the spreadsheet is on file with the official Board materials.) She stated that the spreadsheet reflects one year of data, which is the last fiscal year to give the Board a sense of the personal property that was purchased that are above $75,000, but below $100,000. There were five purchase orders last year.

Chairperson Jeffries stated that the committee had asked how many times under a $75,000 limit would it be brought before the Board for approval. The spreadsheet reflects that would have been five times.

Vice President Larson stated that it depends on the construction projects that are planned in a year. As the facilities master plan is implemented, there could be more.

Trustee Heywood asked how many times did the Board approve projects over $100,000 in the past year.

Vice President Larson responded that it averages one a meeting.

Trustees Patterson and Pelleran stated they were comfortable with keeping the figure at $100,000.

Chairperson Jeffries asked how many purchases for personal property would come before the Board for approval.

Vice President Larson responded that half of what the Board has approved in the last year has been for personal property.

The Board agreed to not amend item C and to have the Board approve all transactions of $100,000 or more.

1.6.5 Formulation of College Policies and Procedures

There were no changes.

1.6.6 Policy Formation/Advice/Changes

There were no changes.

1.6.7 Distribution of Bylaw and Board Policies

There were no changes.

1.7 Board and Board Member Conduct/Interaction with Public and with College Personnel

1.7.1 General Guidelines for Conduct

There were no changes.

1.7.2 Receipt of Confidential Information

Trustee Rasmusson asked that intellectual property be reviewed in the policies.

Chairperson Jeffries stated that this would be considered in the policies.

Trustee Rasmusson requested that the last sentence be changed to read ?shall not disclose keep any confidential all information received during closed sessions of the Board or otherwise.? He asked that this be changed because there might be confidential information that does not come from a closed session of the Board.

The Board agreed to amend this bylaw as suggested by Trustee Rasmusson.

1.7.4 Communications Policy/Board Members Request for Information

Chairperson Jeffries requested that in item B the word ?from? be added to the first sentence. The sentence would then read ??complaints for or from or about??

Trustee Heywood asked if the intent was to make sure everything is channeled through the President's Office.

President Cunningham responded that the intent is to make certain that students and or others talk to the appropriate people to solve their problems.

Chairperson Jeffries requested that in item D the second ?Trustees? be replaced with the word ?Board?.

1.7.5 Communication with Legislators, Public Officials, and Community Leaders

There were no changes.

1.7.6 Relationship with the Press

Trustee Heywood stated that how it is currently read, considering the advice he received from several attorneys and media consultants, this would be in violation of the first amendment. Trustee Heywood provided the following amendment:

?The Board recognizes the important and unique place the news media have in our culture and our society. In recognizing this important social relationship and structure, the Board will establish the following guidelines for the Board members to use when in contact with the press:

A. The official spokespeople for the college will be the Board Chairperson and the President, or their respective designees. On established College policies, not under consideration by the Board, members asked for comment by the press should refer reporters to the Chair of the Board and the President or his or her designee. Only the Chair or the President or their respective designees may speak for the college or the Board as a whole.

B. On matters facing the Board, individual Trustees may choose to communicate with members of the press, expressing their personal opinions and viewpoints.

C. Following a vote of the Board, it is important to understand the media has a legitimate purpose in asking questions of Trustees' votes. The Trustees have a responsibility to answer questions honestly and fairly. However in doing so, it is important that individual Board members remember that once a decision of the Board has been made, they have an obligation to uphold that decision, thus speaking with one voice.

D. In furtherance of understanding and support, individual Board members may choose to notify the President or his or her designee, who in turn will notify the rest of the Board, regarding press contacts.?

Trustee Pelleran stated that she would not support his amendment. The current language does not violate the first amendment rights. She said that this is a fine institution of democracy and would like to continue to support its openness, which this Board has been. Trustee Pelleran stated that the language in the board bylaws is sufficient.

Chairperson Jeffries stated that when this was received it was sent to Mr. Flood for his review. He said that he considers Trustee Heywood?s proposed amendment to be redundant in terms of similar provisions that already exist in the bylaws. He asked Mr. Flood to review Trustee Heywood?s proposed amendment and conclude if it is redundant or not.

Mr. Flood stated that looking at the substantive issues that all portions, A, B, C, and D are covered, but expressed differently in other provisions. He said that the goal in writing the bylaws was to make clear that the Board speak in one voice. Item A of Trustee Heywood?s proposed amendment is expressed in 1.7.6 and other provisions as well. Item B is discussed in 1.7.4, C, which makes it clear that individual trustees have certain rights and responsibilities, but that they make clear that they are speaking individually and not as the Board. Item C is discussed in 1.7.4 and 1.7.6. The one that is not discussed is item D and the Board can certainly add that.

Trustee Heywood asked to roll 1.7.6 into 1.7.4 as an expression of speaking with one voice.

Mr. Flood stated that Trustee Heywood is posing more of a policy question than a law question.

Chairperson Jeffries asked what the Board's thoughts were about including item D.

Trustee Pelleran suggested adding item D into 1.7.6.

Trustee Heywood stated that from hearing the discussion he would like to retract his proposal and request 1.7.6 be rolled into 1.7.4. He said it makes more sense and standing alone it sounds like an incredibly repressive thing, but adding it into 1.7.4 it changes it considerably in terms of tone.

Chairperson Jeffries asked Mr. Flood to cite 1.7.4 C and E and there may be other provisions that discuss the individual rights of Trustees to speak so long as they recognize that they are speaking in an individual capacity and not speaking on behalf of the Board.

Trustee Heywood accepted Chairperson Jeffries? suggestion.

Chairperson Jeffries asked Mr. Flood to clarify if the proposed amendment from Trustee Heywood is already part of the bylaws.

Mr. Flood responded that not the exact language, but certainly the intent is already written in the bylaws.

1.7.7 Conflict of Interest

There were no changes made.

1.7.8 Trustee Usage of Facilities

There were no changes made.

1.7.9 Complaints Regarding Individual Board Member

There were no changes made.

1.8 Compensation and Reimbursement of Expenses

1.8.1 Compensation

There were no changes made.

1.8.2 Travel Expenses

Chairperson Jeffries asked that in the last sentence of the last paragraph the ?chair? be changed to ?chairperson? and the phrase ?per year? be added after ?one international visit?.

The Board agreed to the proposed amendment.

1.9 Indemnification

1.9.1 Indemnification

There were no changes made.

1.9.2 Procedure for Implementing Request for Indemnification

There were no changes made.

1.10 Administration

1.10.1 Financial

There were no changes made.

1.10.2 Long-Term Financial Planning

There were no changes made.

1.10.3 Awarding Contracts

There were no changes made.

1.10.4 Audits

There were no changes made.

1.10.5 Legal Counsel

There were no changes made.

Trustee Pelleran thanked Trustee Rasmusson, Holden, and Chairperson Jeffries for their work with the committee.

Trustee Heywood thanked the entire committee for their work. He said that the bylaws were an excellent piece.

Trustee Holden stated that she was pleased with have been part of the committee and supports the bylaws.

Ayes: Heywood, Holden, Jeffries, Patterson, Pelleran, Rasmusson
Nays: None
Absent: Canady

Motion carried.

Chairperson Jeffries stated that the Carver policy governance model has been eliminated and substituted with the adopted Board bylaws.

Public Comment

There were no comments from the public.


The meeting was adjourned at 1:06


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