Full Text
1 April 4, 2024 CAYUGA COUNTY COMMUNITY COLLEGE BOARD OF TRUSTEES BYLAWS PREFACE Purpose of the College The purpose of the College is to provide education on a level equivalent to the first two years at accredited four-year institutions of higher learning. Credit courses and programs enable individuals to earn associates’ degrees or certificates upon proper and successful completion of the required number of credit hours. Articulation agreements with four-year institutions facilitate students’ continued educational progress. Non-credit and credit-free courses and programs are designed and delivered to meet the needs of the community. College Mission Statement Cayuga Community College is a supportive and inclusive institution where students are encouraged to grow, discover their highest potential, and advance their educational and professional goals. ARTICLE I The governing body of Cayuga County Community College shall be the “Board of Trustees,” hereinafter referred to in these bylaws as “Board” or “the Board.” Board Mission Statement As stewards of this public education institution and on behalf of the communities we serve, the Board of Trustees of Cayuga Community College is responsible to: ▪ ensure that Cayuga Community College is an integral part of our communities by serving ever-changing needs of students and community members; ▪ govern well by setting effective policy, establishing clear and necessary direction, and ensuring high standards for College programs; ▪ employ, support, and evaluate the College president who works at the direction of the Board of Trustees; ▪ ensure a positive climate for students, employees, and community; and ▪ oversee the College’s fiscal stability. ---PAGE BREAK--- 2 April 4, 2024 ARTICLE II Board of Trustees Values Statement Cayuga Community College Board of Trustees speaks as a body of the whole and commits to these core values that ensure effective governance and lead to working effectively to reach our common goals: RESPECTFULNESS – an engaged Board of Trustees encourages and welcomes vibrant discussion and divergent opinions among its members as essential components of effective leadership and decision-making. INTEGRITY – unwavering adherence to the Board of Trustees Code of Ethics; honest and open communication among its members and with the College sponsor, President, and community members. FLOW OF INFORMATION - all information pertinent to the fiduciary responsibilities of the Board of Trustees will flow freely to and among members, Board Chair, President, and committee chairs. ACCESSIBILITY - members are fully present and prepared for all regularly scheduled meetings; available for committee work as assigned by the Board Chair; available, as often as possible, for Cayuga Community College special events, meetings, requests; and available to engage in timely responses to needs and requests of College sponsor, President, community members, business partners, and each other. ARTICLE III The Board of Trustees The Cayuga Community College Board of Trustees is accountable to the State University of New York system and the Cayuga County Legislature, its local sponsor. Structure A. The Board shall consist of ten (10) members: four appointed by the Governor, five appointed by the sponsoring agency, i.e., the County of Cayuga, and one the voting student member, elected by the students of the College. In event of a vacancy, the College President shall notify the appropriate Authority, i.e., Governor, County Legislature, Student Government Organization, of the need to act to fill the vacancy. ---PAGE BREAK--- 3 April 4, 2024 B. The College President shall be an ex-officio member and shall be entitled to attend all Board meetings and to participate in all deliberations, but shall not be counted toward a quorum or entitled to a vote. C. Responsibilities and Duties of the College Trustees (Education Law, § 604.2) Under the time-honored practice of American colleges, trustees of colleges, as legal official bodies corporate, concentrate on establishing policies governing the college, and delegate responsibility for the administration and execution of those policies to their employed professional administrators. The Trustees, subject to the approval of the State University trustees, shall appoint a president (whether permanent, acting, or interim), approve curricula, approve budgets, establish tuition and fees (within legal limits), and approve sites and temporary and permanent facilities. Approval or disapproval of the appointment of a president by the State University trustees shall be made in accordance with the State University guidelines for the selection and approval of such appointments. The guidelines shall include procedures for the State University trustees to receive the recommendation of the Chancellor concerning such appointment. The Trustees shall provide for the awarding of certificates and diplomas, and the conferring of appropriate degrees on the recommendation of the College President and the faculty. D. Board of Trustees explicitly grants the President of the College express authority to hire, to dismiss, and to make change-of-status decisions relating to personnel other than those employed in the executive and management/confidential categories in accordance with the programmatic and technical needs of the college. a) The Trustees shall formulate and record the policies and procedures of appointment and conditions of employment of the College President and professional administrative personnel not holding academic continuing appointments or tenure. b) The Trustees shall establish policies and delegate to the professional administrative staff responsibility for the following: 1) personnel policies within the parameters of relevant union contracts, including the following: appointment, change of status, and dismissal of faculty and staff conditions of employment, leaves of absence, and sabbatical leave rules and regulations to which faculty are expected to adhere statements regarding academic freedom subject to local and State civil service regulations, the working conditions for nonacademic personnel and fixed rates of compensation 2) creation of divisions, departments, and appropriate administrative and academic positions and definition of duties to carry out College objectives ---PAGE BREAK--- 4 April 4, 2024 3) regulations governing the behavior and conduct of students and guiding the College co- curricular program 4) authorization and supervision of travel for College purposes 5) care, custody, control and management of land, grounds, buildings, equipment, and supplies used for College purposes to carry out its objectives 6) use of College facilities for outside organizations 7) admission of students 8) preparation of the College operating budget for submission to and approval by the local sponsor and the trustees of the State University of New York 9) preparation of capital equipment and capital construction budgets 10) use of College facilities for research, consultation, or contractual services pursuant to College educational purposes, in accordance with regulations of the Trustees and upon reimbursement to the College on a fair and equitable basis for the use of facilities or equipment 11) make available for inspection all College policies and procedures at the College for the convenience and information of the College constituency. ARTICLE IV Meetings A. Meeting Day The Board ordinarily shall meet in regular session once each month, with the time, date, and place of such meeting as established by the Board. B. Special Meetings The Board Chair may call special meetings, or the Secretary of the Board shall call them upon written request of two Board members, with forty-eight (48) hours of notice required. C. Quorum A quorum shall consist of six voting members of the Board. D. Voting Six affirmative votes shall be required for the passage of any item on the agenda. Roll call votes which place on the record how each Trustee votes are required for any resolution having a budgetary impact. All other resolutions may be voted on by the Trustees, as an assembly, by voting either “yes,” “no,” or “abstain” (voice vote). Any Board member may clarify his or her vote at the time of the vote. E. Agenda Prior to each regular Board meeting, the Board Chair shall cause to be prepared a meeting agenda and solicit agenda items from committee chairs and all Board of Trustee members. Such agenda shall be available to the Board at least seventy-two (72) hours prior to the meeting. A ---PAGE BREAK--- 5 April 4, 2024 new item of business not on the agenda must be approved for inclusion by a majority vote of Trustees present. F. Order of Business The business before the Board shall be conducted through an agenda format approved by the Board. G. Participation at Meetings When physical attendance is not possible at Board meetings, including executive sessions and committee meetings, Trustees may participate fully (voting) via virtual meeting technology. Members of the public attending from remote location shall observe all provisions of these bylaws. H. Attendance at Meetings When any Trustee fails to attend three consecutive regular Board meetings, unless such absence is for good cause and is excused by the Board Chair or other presiding officer thereof, the Board shall schedule a vote whether to recommend to the appointing source, i.e., Governor’s Office, County Executive’s Office, or Student Government Association, to remove such Trustee. Such vote shall be held at a Board meeting with at least thirty (30) days of written notice to all Trustees. At such meeting, a two-thirds vote of the Trustees shall be required in order to recommend removal of the Trustee to the appointing source. I. Open Meetings All regular and special Board meetings shall be open to the public. The Board may, by majority vote of those present, when it deems the business at hand to warrant, move into executive session, which shall include only those persons as invited by the Board and to consider only those matters allowable under the Open Meetings Law (Section 95-106). Any action taken by the Board in executive session shall become a matter of record, although executive session by very nature precludes Board actions, votes, and minutes. J. Rules of Order Parliamentary Procedure shall govern the Board in all cases. K. Legal Matters The County Attorney shall act on behalf of the College and the Board and assign and coordinate specialized legal counsel as necessary. ---PAGE BREAK--- 6 April 4, 2024 L. Annual Meeting The annual meeting of the Board shall take place each year in June. M. Annual Tasks/Checklists Annually, the Board, with the assistance of College senior leadership, will complete New Trustee Orientation, a goal setting work session, an annual retreat, and compliance reviews/ certifications. In addition, the Board will participate in the College’s annual policy review process. ARTICLE V Officers A. Officers The Board officers shall be Chair, Vice-Chair, and Secretary, originally nominated by the BOT nominations committee. B. Term of Office Officers shall serve for up to two consecutive terms of two years, and two years shall then elapse before a trustee is eligible for re-election to the same office. The Board may, at its discretion, when continuity is deemed advisable, extend the terms of any officer for one additional year, for a total term of five years, to be followed by a period of two years elapsing prior to eligibility for re-election to that office. The term of office shall commence on the day on which the elections take place. If nominated members agree, a slate of officers is presented and voted upon at the annual meeting in June (except in the case where terms are extended for an additional one year for unusual circumstances per Article VI(B), in which case the election shall occur the following year in June). Should a trustee be elected to fill a partial term, the trustee may be elected to a full two-year officer term at the next cycle. C. Vacancy In the event of a vacancy, the Nominating Committee shall meet within thirty (30) days of the date of said vacancy and, at the next regularly scheduled Board meeting, shall propose the name or names on which the Board shall act to fill the vacancy. If a nomination creates a new vacancy in another officer position, the Committee shall propose the name or names on which the Board shall act to fill such vacancy. Trustee Emeritus(a) All retiring and/or retired Cayuga Community College Board of Trustees’ members may become Trustee Emeritus(a) by action of the Board. The title shall be bestowed upon the retiring trustee(s) at a recognition event planned by the Board. ARTICLE VI ---PAGE BREAK--- 7 April 4, 2024 Duties of Officers A. The Board Chair shall preside at all Board meetings, sign all documents on behalf of the Board, transact such business as may require attention, appoint all committees, and shall be an ex- officio member of all committees except the Nominating Committee. B. The Board Vice-Chair shall assume the above duties in the absence of the Board Chair, including being an ex-officio member of all committees except the Nominating Committee. C. The Secretary of the Board shall give due notice of all Board meetings as provided by these Bylaws, cause a record of meeting proceedings to be kept, provide each Trustee with a copy of such minutes in a timely manner, and be the custodian of all Board records, books, and papers. The Secretary of the Board shall have an assistant who shall record minutes of the regular Board meetings, submit them to the Secretary of the Board, and perform other duties of the Secretary of the Board as directed by the Board Chair or Secretary of the Board. In the absence of the Secretary of the Board, the Board Chair shall appoint a Secretary of the Board pro-tem. ARTICLE VII Committees A. At the next Board meeting, after the election of officers, the Board Chair shall appoint the following Committees annually, and which may report to the Board each month: 1. Audit and Finance 2. Governance and Planning 3. Nominating [not to exceed 4 members] Any business that is to come before a Committee should be provided to all Board Members at least three days prior to the regular meeting for their review. All members shall be notified and are encouraged to attend Committee meetings, but only listed members of each committee may cast a vote regarding business of said Committee. Each Committee shall consist of at least four Trustees, one of whom is designated as Committee Chair by the Board Chair. The Board Chair and the College President shall serve as ex-officio members and may attend all Committee meetings. Each Committee Chair shall appoint a Vice-Chair for their appropriate Committee. Absent a quorum, the Board Chair and the Board Vice-Chair may substitute as alternate voting members and each may cast one vote (except Nominating Committee). Absent three voting ---PAGE BREAK--- 8 April 4, 2024 members present, the business of that meeting may be brought to the Board by the Committee Chair with a vote of six members of the Board at the next full Board meeting. If a Committee member fails to attend three consecutive Committee meetings, the Board Chair or other Board presiding officer shall have the authority to remove that Trustee from said Committee. B. Finance and Audit Committee The Finance and Audit Committee shall review recommendations of the College President in the areas of College budget, personnel, facilities and capital projects. The Committee will require that all financial claims against the College be reported and make provision that all invoices and salaries be paid The Committee will also review and approve the proposed College Budget and monitor the annual audit. The Committee will also review recommendations of the College President concerning appointments, promotions, leaves, retirements, and separations, as well as matters affecting the pay, hours, or working conditions of College employees. If necessary, the Committee shall make recommendations to the Board, which will take action on such recommendations. The Committee shall be familiar with College maintenance, operation, and construction, and shall make appropriate recommendations to the Board concerning acquisition, development, or alteration of land, buildings, fixtures, or major items of equipment, and construction of new buildings, and naming of facilities, spaces, and programs pursuant to the Naming Policy and Procedures. • After approval of the College Board of Trustees, the operating budget shall be ratified by the local sponsor and approved by the State University of New York Trustees. • The Finance and Audit Committee will receive notification from College personnel about the status of potential and existing grants, together with a statement of the manner in which such sums shall be raised and appropriated. The following must be presented to the Board of Trustees in advance for approval via resolution: • Any expenditure greater than 20,000 that is separate from and not part of an already approved operating budget; • Any memorandum of agreement (“MOA”) with any union that will modify or will be incorporated into a collective bargaining agreement. • In the event of an emergency, the College President or Chief Financial Officer must gain approval of the CCC Board of Trustees Chair and Finance Committee Chair before authorizing an ex-budget expense. ---PAGE BREAK--- 9 April 4, 2024 • All contracts/leases greater than $20,000, outside of the operating budget, must be dual signed by College President and Board of Trustees Chair. C. Governance and Planning Committee The Governance and Planning Committee shall review and make recommendations to the Board regarding planning for the future of the College, including strategic plans and facilities master plans, formulation of new and revision of existing College and Board policies, and revisions of the Board By-Laws. On recommendation of the College President, the Committee shall review proposed academic programs or program status changes, appropriate policy recommendations for academic affairs, student affairs and enrollment. The committee will make recommendations to the Board of Trustees in these related areas. • The Committee Chair or designee shall serve as the Board representative on College strategic and facilities planning committees and teams. • The committee shall facilitate adherence to the Board checklist of tasks and compliances (Article V, Section L) D. The Board may create special committees at any time. The scope of work and duration of each Committee must be stated at the time of its creation. The Board Chair shall appoint the Committee Chair. E. The Board Chair shall appoint the Nominating Committee of no more than four Board members. The Nominating Committee report shall be sent to the Board members at least one week in advance of the meeting at which the vacancy shall be acted on. Any Board member desiring to place a name in nomination may do so at the meeting when the election is held. ---PAGE BREAK--- 10 April 4, 2024 ARTICLE VIII Conflict of Interest A. The Board shall comply with all applicable New York State and/or local laws dealing with conflicts of interest, including Sections 800-805 of the General Municipal Law and its own policies regarding Code of Ethics and Conflict of Interest. B. The Board will adopt procedures to identify as early as possible all interests of individual Trustees that may conflict with their obligations as Trustees and require Trustees to announce potential conflicts with respect to any matter being considered by the Board as soon as possible so that appropriate action may be taken to avoid problems. ARTICLE IX Code of Ethics Policy Section I: Purpose The purpose of the Code of Ethics is to protect the College’s interest; (ii) to provide guidance to the Trustees exercising fiduciary duties in the management of the College and its affairs; (iii) to provide a procedure for disclosure of potential conflicts of interest, and (iv) to establish standards of conduct. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to the Trustees of Community Colleges. Section II: Definitions a. “Trustee” means any member of the governing board of CCC. b. “Officer of the Board” means the Secretary to the Board of Trustees. c. “Code” means this Code of Ethics. d. “Relative” means a spouse, parent, stepparent, sibling, stepsibling, sibling’s spouse, child, stepchild, uncle, aunt, nephew, niece, first cousin, or household member of a Trustee, and any individuals having any of these relationships to the spouse of the Trustee. e. “Conflict of Interest” shall mean that a Trustee of the Board has existing or potential financial or other interests which impair or might reasonably appear to impair such Trustee’s independent, unbiased judgment in the discharge of his or her responsibilities to the College. It also shall mean that such Trustee is aware that a member of his or her family, (a spouse, parent, sibling, child and any other relative or person who resides in the same household as the Trustee), or any organization in which such Trustee (or member of her or his family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interest. f. “Prohibited Activity” shall mean and include: 1. No Trustee or Officer of the Board shall have any interest, financial or otherwise, direct or indirect, or engage in any business, transaction, or professional activity or incur any obligation of any nature, which is in substantial conflict with the proper discharge of his duties in the public interest. ---PAGE BREAK--- 11 April 4, 2024 2. No Trustee or Officer of the Board shall accept employment or engage in any business or professional activity which will require her or him to disclose confidential information gained by reason of her or his official position or authority nor shall she or he accept employment or engage in any business or professional activity which will impair his independence of judgment in the exercise of her or his official duties. 3. No Trustee or Officer of the Board shall disclose confidential information acquired in the course of official duties nor use such information to further personal interests. 4. No Trustee or Officer of the Board shall use or attempt to use her or his official position to secure unwarranted privileges or exemptions for her/himself or others, including but not limited to, the misappropriation of her/himself or to others of the property, services or other resources of the College for private business or other compensated nongovernmental purposes. 5. No Trustee or Officer of the Board shall engage in any transaction as representative or agent of the College with any business entity in which he or she has a direct or indirect financial interest that might reasonably tend to conflict with the proper discharge of official duties. 6. No Trustee or Officer of the Board shall by her or his conduct give reasonable basis for the impression that any person can improperly influence the Trustee or Officer of the Board or unduly enjoy her or his favor in the performance of official duties, or that he or she is affected by the kinship, rank, position or influence of any party or person. 7. A Trustee or Officer of the Board shall abstain from making personal investments in enterprises which he or she has reason to believe may be directly involved in decisions to be made by the Trustee or which will otherwise create substantial conflict between the Trustee’s or Officer of the Board’s duty in the public interest and her/his private interest. 8. A Trustee or Officer of the Board shall endeavor to pursue a course of conduct that will not raise suspicion among the public that he or she is likely to be engaged in acts that are in violation of trust. 9. No Trustee or Officer of the Board shall directly or indirectly solicit any gift, or accept or receive any gift having a value of seventy-five dollars or more, whether in the form of money, service, loan, travel, entertainment, hospitality, thing or promise, or in any other form, under circumstances in which it could reasonably be expected to influence her/him in the performance of official duties, or was intended as a reward for any official action on her or his part. 10. No Trustee or Officer of the Board shall receive or enter into any agreement, express or implied, for compensation for services to be rendered in relation to any matter before that Board of Trustees or the College. 11. No Trustee or Officer of the Board shall receive or enter into any agreement, express or implied, for compensation for services to be rendered in relation to any matter before the Board of Trustees or College whereby the Trustee’s compensation is to be dependent or contingent upon any action with respect to such matter. 12. No Trustee or Officer of the Board shall allow her or his outside position profession to influence or interfere with such officer’s fiduciary obligations to the College. ---PAGE BREAK--- 12 April 4, 2024 13. No Trustee or Officer of the Board should endeavor to pursue a course of conduct that will not raise suspicion among the public that she or he is likely to be engaged in acts that are in violation of his trust. Section III: Financial Disclosure All Trustees shall complete the annual Cayuga County Code of Ethics Financial Disclosure Form 113, in a timely manner. Section IV: Nepotism No Trustee may participate in any decision specifically to appoint, hire, promote, discipline or discharge a relative for any position at the College. ARTICLE X Indemnification Pursuant to Education Law Section 6308, the County of Cayuga shall defend, indemnify and hold harmless the Trustees in any civil action or proceeding in any state or federal court arising out of an alleged act or omission which occurred or is alleged in the complaint to have occurred while the Trustee was acting within the scope of his or her duties, or which is brought to enforce a provision of Section 1981 or 1983 of Title 42 of the United States Code and the act or omission underlying the action occurred or is alleged to have occurred while the Trustee was acting within the scope of his or her duties. This duty to provide for a defense shall not arise where such civil action or proceeding is brought by or on behalf of the local sponsor, i.e., the County of Cayuga. ARTICLE XI Amendments to Bylaws These bylaws may be amended by a majority vote of the Trustees present at any Board meeting, provided notice of the proposed amendment shall have been contained in the notice of the meeting. ARTICLE XII Fiscal Year The Board shall fix the fiscal year of the College by resolution. The fiscal year of the College is September 1 to August 31. In the event of a change, the Board shall fix the fiscal year of the College by resolution. ---PAGE BREAK--- 13 April 4, 2024 ARTICLE XIII General Provisions A. Books and Records All books and records of the College shall be kept at the principal office of the College, unless otherwise specified by the Board. B. Compensation of Trustees Trustees shall receive no compensation for their services but shall be reimbursed, as the Board may direct, for the expenses actually and necessarily incurred by them in the performance of their duties. Official receipts will be required to document and reimburse expenses. C. Bylaws Limitation Nothing in these bylaws shall violate or be construed to violate any law of the State of New York or of the County of Cayuga, which has jurisdiction over the College. Revised In Toto: October 16, 1996 Amended: May 17, 2000 (Article IV-Section A) Amended: July 16, 2003 (Articles II, III, IV, VII) Amended: January 17, 2007 (Article V – Section C) Amended: February 21, 2007(Article III – Section A added) Amended: October 17, 2007 (Article IV – Section D, K) (Article V – Section A) (Article VII – Section A) Amended: June 18, 2014 (Article II, Article IV - section D, Article IV, Article VII, Article XI) Amended: August 20, 2014 (Article VII, Section A1) Revised: September 18, 2012 February 7, 2013 November 13, 2013 (addition of Board Mission Statement) November 19, 2014 (addition of Board Values Statement) December 17, 2014 (addition of Code of Ethics) Revised & Amended: June 17, 2015 (Article VI, Section A and B) July 15, 2015 (Article VIII, Section B) Revised & Amended: October 28, 2016 (Article II, Article V – addition of Section L, ---PAGE BREAK--- 14 April 4, 2024 Article XIV – Section A.4 and Section E) Revised: December 21, 2016 (Article IV – President’s Authority in Personnel Decisions) Revised: May 17, 2017 (Article VIII, Sections A – E – Committee Restructuring) Amended: July 19, 2017 (Article VI – Trustee Emeritus) Revised In Toto: September 25, 2019 Amended: June 24, 2021 (Preface, Article IV Quorum, Article V Term of Office, Article VII Finance & Audit Committee) Amended April 4, 2024 (Preface, Article IV G. Participation at Meetings; Article VII B. Financial & Audit Committee)