BERKSHIRE COMMUNITY COLLEGE
GOVERNMENT AND OFFICE OF THE COLLEGE
The College shall be governed by a Board of Trustees (“Board”) and a
chief executive officer (“President”) selected by the Board of Trustees
with the approval of the Board of Higher Education. The principal place
of operation for the Board and the President shall be at the campus on
West Street in the City of Pittsfield, County of Berkshire, Commonwealth
ORGANIZATION AND OPERATION OF THE BOARD OF TRUSTEES
Section 1. Composition
The composition, functions, responsibilities, duties,
powers, and authorities of the Board of Trustees shall be as provided by
the General Laws of Massachusetts and such Acts of the General Court of
Massachusetts as are in effect from time to time.
The Board of Trustees shall consist of eleven (11) members,
ten (10) of which shall be appointed by the Governor of the Commonwealth
of Massachusetts, including one (1) of whom shall be an alumnus of the
College; and one (1) of whom shall be elected thereto by the Alumni
Association. One member of the Board shall be a full-time undergraduate
student. The student member shall be elected by the student body
annually no later than May 15.
Trustees appointed by the Governor shall normally serve for
five year terms, and shall be staggered in their appointment. Trustees
may be appointed for two consecutive terms.
A Student Trustee’s term commences on July 1 following their
election and terminates on June 30 of the following year.
Duties and Responsibilities
Adopt and periodically review a College Mission Statement,
in collaboration with the Board of Higher Education, which clarifies the
basic educational goals and responsibilities of the College to the
community it serves.
Consult with the President to formulate policies on matters
relating to long-range planning for the College.
Consult with the President to formulate policies on matters
relating to the College’s organizational structure.
Consult with the President and take action on academic and
programmatic initiatives. Review existing academic programs and policies
and consider recommendations for new or expanded programs or elimination
Receive and approve all monthly/quarterly fiscal reports and
engage an annual audit of the finances of the College.
Cause to be prepared and submitted to the Board of Higher
Education estimates of maintenance, capital outlay budgets and proposed
real property acquisition.
Upon recommendation of the President and approval of the
Board, the President may expend funds within the various College Trust
Funds, and transfer and expend funds among and within subsidiary account
as allocated to the College through the budgetary appropriation process.
Establish all fees and establish Continuing Education
tuition at the College, upon recommendation of the President and
approval of the Board by a roll-call vote.
Annually evaluate the performance of the President and make
appropriate recommendations regarding the President’s appointment and
compensation to the Board of Higher Education.
Delegate to the President, as the education and
administrative head of the College, the authority to exercise general
supervision over all affairs of the College subject to and in accordance
with the Board’s delegation of authority and the College’s Mission
Statement and Strategic Plan. In order for the Board to meet its
governance, policy-making and statutory responsibilities, the President
shall keep the Board informed of all relevant matters and prepare a
report to be submitted to the Board at its Board meetings.
Officers of the Board of Trustees
The Board shall
have the following officers: Chairperson, Vice Chairperson and
Secretary. Each officer shall perform the duties of the office and such
other functions as designated by the Board pursuant to these By-Laws.
The Chairperson shall be appointed by the Governor. The Vice
Chairperson shall be elected, as prescribed by these By-Laws, by the
Trustees at their annual meeting. The Vice Chairperson shall be elected
by a majority of the members of the Board. The Vice Chairperson’s term
shall be for a period of one year, beginning at the Annual Meeting, and
shall hold office until the next Annual Meeting and until his/her
respective successor is elected.
The President or his or her designee shall serve as
Secretary of the Board.
The Vice Chairperson may be removed from office by a
majority vote of the members of the Board.
In the event that the Vice Chairperson position becomes
vacant prior to the annual meeting, the position shall be filled at the
next regular Board meeting as prescribed by these By-Laws.
A. Duties of Officers
The Chairperson shall have the following duties:
To preside at all meetings of the Board of Trustees except
as otherwise provided in these Bylaws.
To call special meetings of the Board of Trustees.
To serve as a member, ex officio, of all committees of the
To appoint members and chairpersons of committees of the
To sign all legal documents as authorized by the Board.
To serve as the Board's official spokesperson on individual
matters of Board business subject to the approval of the Board by a
To perform such other duties as may be prescribed by law,
authority, or by action of the Board.
The Vice-Chairperson’s shall have the following duties:
To preside over Board meetings in the absence of the
Chairperson and as otherwise indicated in accordance with these Bylaws.
To perform such other duties as may be prescribed by law,
authority, or by action of the Board.
The President acting as Secretary shall have the following
To notify members of the Board of all meetings and prepare
and distribute meeting materials and agendas. To provide written public
notice of all regular, subcommittee and special meetings of the Board in
compliance with state law, including posting all such meetings outside
the door of the President’s office and on the College’s website and
academic and activity calendar.
To record attendance of all present at all regular and
To record and preserve the official minutes of the
proceedings of the Board of Trustees at all regular and special meetings
To preserve all documents, papers, and records, as
determined by the Board, and as required by state law, to be part of the
Board’s official records. Said official records shall be maintained in
the College President’s office and or the College library.
To conduct correspondence as directed by the Board of
Trustees and to certify official documents and proceedings.
To perform duties, not inconsistent with those prescribed by
these bylaws, which the Board of Trustees or the President of the
College may, from time to time, direct.
No member of the Board shall receive compensation for any services
rendered. Appropriate expenses of Trustees incurred in the performance
of their duties and responsibilities will be reimbursed when the
expenses are properly documented and/or approved by the Chairperson of
the Board and the President.
MEETINGS OF THE BOARD OF TRUSTEES
The Board shall transact all business within its jurisdiction at
official meetings of the Board. All Board meetings and subcommittee
meetings shall be conducted in conformity with the Commonwealth of
Massachusetts’ Open Meeting Law (“OML”). A meeting is defined as
deliberation of a public body with respect to any matter within the
body’s jurisdiction. Deliberation occurs when there is either oral or
written communication between or among a quorum of the Board on any
public business within its jurisdiction.
The Annual Meeting of the Board of Trustees shall normally be in June.
Regular meetings of the Board will be held according to a schedule and
at a location established by the Chairperson in consultation with Board
members and the President. There shall be no fewer than seven (7)
regular meetings per academic year. According to state law, if a Trustee
is absent from four (4) regular meetings in any academic year, exclusive
of July and August, that person’s membership on the Board shall
terminate and a vacancy shall be deemed to exist. The Chairperson shall
forthwith notify the Governor when any vacancy (other than the Student
Special or Emergency Meetings
Such meetings may be held at any time or place within the Commonwealth
when called by the Chairperson or the President or by (3) Trustees, in
writing, given to the Secretary specifying the purpose(s) of said
meeting. Written notice to Board members of such meeting shall state the
time, place and purpose(s) for which it has been called. Public notice
must be posted for all Special or Emergency Meetings.
Adjourned meetings may be held as the business of the Board requires.
Public notice of the continuation of an adjourned meeting must be posted
unless circumstances require the subsequent meeting to be held as an
emergency meeting. Only items on the agenda of the meeting adjourned may
be deliberated and acted upon when the adjourned meeting is resumed.
Executive sessions of the Board are those meetings which are closed to
the public in accordance with state law. An executive session may be
held if a quorum of the Board has first met in open session and a
majority of the members have so voted based on a recorded, roll-call
vote. The Chairperson must state the purpose for the executive session
and whether the Board intends to re-convene in open session following
the executive session. Minutes shall be maintained in an executive
session and shall include all votes taken.
Notice of Meetings of the Board of Trustees
Notice of the Annual Meeting, each Regular Meeting, and any Special or
Emergency Meeting of the Board of Trustees shall be given in writing
(including email) to each Trustee at least 48 hours in advance of the
meeting excluding Saturdays, Sundays and holidays, which shall set forth
the time and place of the meeting as well as the reasonably anticipated
topics to be discussed.
A Trustee wishing to add an item to an agenda must notify the President
at least ten (10) calendar days in advance of the meeting. The agenda
for each Regular Meeting of the Board shall be provided to each Trustee
at least forty-eight (48) hours prior to the date fixed for the meeting.
The Board may elect to deliberate over an agenda item at its next
regularly scheduled meeting or, by a majority vote, reject the item for
deliberation or direct a sub-committee of the Board to consider the
A quorum exists when there is a simple majority of Board members
physically present at a meeting. No action is valid unless voted on at a
meeting of the Board, having constituted a quorum, by at least a
majority vote of the members of the Board present at such a meeting.
Conduct of Business
Unless otherwise specified, the latest edition of Robert’s Rules of
Order shall govern the Board insofar as the rules are compatible with
these By-Laws and the laws of the Commonwealth of Massachusetts.
Unless otherwise determined by the Chairperson, business at regular
meetings of the Board will generally include, but is not limited to:
approval of minutes, President’s report, Student Trustee report,
committee reports, recommended administrative actions and other
Board Meeting Minutes
The Board shall create and maintain accurate minutes of all meetings,
including subcommittee meetings and executive sessions. The minutes of
all meetings are public record and shall be made available upon request
by any person in accordance with state law.
Minutes shall include a meeting’s date, time and place, the members
present, absent or participating remotely, a summary of the discussions
on each subject, a list of documents and other exhibits used at the
meeting, the decisions made and the actions taken at each meeting,
including a record of all votes.
The minutes of a Board meeting, whether approved or in draft form, shall
be disclosed to any person upon request in accordance with state law.
Documents and other exhibits, such as photographs,
recordings or maps, utilized by the Board during a meeting shall, along
with the minutes, be part of the official record of the meeting. Minutes
shall be maintained in an executive session, but may be withheld from
disclosure to the public in their entirety as long as publication may
defeat the lawful purposes of the executive session, but no longer.
The Board’s meeting minutes shall be prepared by the Secretary and
delivered to Board members at least 48 hours before the next regular
Board meeting minutes shall be approved by the Board and signed by the
Chairperson and the Secretary.
Minutes of all Board meetings shall be maintained by the President or
his/her designee in a designated location on campus.
Section 11. Citizen Participation
Meetings of the Board of Trustees shall be open to members of the
public, except when the Board is in executive session in accordance with
In order that the business of the College may be
conducted in an orderly and deliberative fashion, the Board sets forth
the following procedures for citizens desiring to appear before the
Board. The Board reserves the right to amend and/or waive any or all of
these procedures by majority vote of Trustees present.
A citizen who wishes to address the Board on a meeting agenda item shall
submit a written request to the Chairperson or the President at least
twenty-four (24) hours before the scheduled meeting.
The Chairperson shall normally allot a visitor not more than five (5)
minutes unless the time is increased or decreased by a majority vote of
Section 12. Remote Participation of the Trustees
Remote participation of trustees shall follow the
Massachusetts Open Meeting Law relative to remote participation, 940 CMR
29.10 under the following provisions:
The Chairperson and Secretary are notified in writing four
(4) days in advance of a Trustee’s need to participate remotely due to
any of the factors listed in 940 CMR 29.10 making physical attendance
A Trustee may participate remotely up to two (2) times per
Any form of media relative to 940 CMR 29.10 is acceptable
for remote participation, so long as the remote participant and all
persons present at the meeting location are clearly audible to each
COMMITTEES OF THE BOARD OF TRUSTEES
Practice of the Board of Trustees
The practice of the Board of Trustees, in general, shall be to act upon
matters only after consideration and recommendation by a committee of
the Board of Trustees or the President of the College. However, any
Trustee may present matters to the Board for consideration without prior
reference to a committee.
Section 2. Standing Committees
The Board may establish Standing Committees, which may include, but are
not limited to: Executive Committee, Finance Committee, Human Resources
Committee, Academic Planning Committee and/or Nominating Committee. The
Executive Committee will consist of the Board Chairperson (Chair of
Executive Committee), Vice Chair, and Chairs of the Finance, Human
Resources and Academic Planning Committees.
Each standing committee shall have no less than three (3) and no more
than five (5) members appointed by the Chairperson. The Chair of a
standing committee shall be appointed by the Chairperson. The
Chairperson of the Board and the President of the College shall be
members of each standing committee, ex officio.
Meetings of Standing Committees
Meetings of standing committees may be held at any time and at any place
when called by the Chairperson of the Committee, the Chairperson of the
Board of Trustees, the President of the College, or at least two members
of the committee. Committee meetings shall be posted in accordance with
the OML and minutes shall be maintained. A quorum of committee members
(excluding ex officio members) is required in order for the Committee to
transact Board business.
The nominating committee shall survey the board for interested
candidates for Vice-Chairperson. Trustees interested in serving in this
position should notify the nominating committee in writing. Trustees
serving on the nominating committee shall be ineligible for nomination
as Vice Chairperson. The nominating committee shall establish its
committee guidelines and rules and shall present a slate of candidates
to the Board prior to the annual meeting. At its annual meeting each
year, the Board shall elect a Vice-Chairperson.
The Board shall authorize such ad hoc committees as it deems necessary.
An ad hoc committee shall report recommendations to the Board for
appropriate action and shall be dissolved when its report is received by
OFFICERS OF THE COLLEGE
Section 1. Number
The Officers of the College shall be a President and such other
subordinate Officers as the Trustees may from time to time, by vote,
Selection, Term and Removal of
In accordance with state law, the Board shall at its pleasure and with
the approval of the Board of Higher Education appoint and remove the
President of its institution. The President’s term of appointment shall
be for an indefinite term.
Duties of the President
The President shall be the Chief Executive Officer of the
College. S/he shall establish and/or administer all rules and policies
for the governance of the College as promulgated by the Board. S/he
shall have general power to manage and direct the affairs of the College
and to perform such duties as are incident to the office or shall
otherwise be required of him/her by the Trustees.
The President shall have the power to sign and execute, in
the name of the College, all contracts, or other legal instruments
authorized by the Trustees, and to affix the seal of the College to any
instrument requiring the same.
In accordance with a delegation of authority from the Board, the
President shall have the power to take all personnel actions with
respect to all employees at the College. Personnel actions taken by the
President will be reported to the Board as required by the Board.
The President shall report to the Board as often as required by the
Board information concerning the affairs of the College and recommend
for their consideration such measures as s/he shall judge necessary or
RESIGNATION AND TRUSTEE DISCIPLINE
Any Trustee may resign from the Board by delivering a written letter of
resignation to the Governor of the Commonwealth and the Chairperson.
A Trustee may be disciplined by the Board, up to and including censure,
for misconduct by such Trustee in his or her capacity as a Board member.
Discipline may be imposed upon a majority vote of those Trustees present
at a regularly scheduled meeting or special meeting of the Board at
which a quorum is present. In the case of serious misconduct or upon
indictment or conviction of a felony, the Board may also vote to
recommend to the Governor the suspension or removal of the Trustee from
the Board. In those cases where the Board is contemplating discipline of
a Trustee or a recommendation for his/her suspension or removal, the
Board shall comply with the following procedures. A Trustee shall be
given at least fifteen (15) days prior written notice of a meeting of
the Board at which discipline or a recommendation for suspension or
removal will be discussed. The written notice shall include a statement
setting forth the allegations of misconduct. At the meeting, the Trustee
shall be given an opportunity to address the allegations presented and
provide an explanation for his/her conduct. The Trustee is permitted to
have a representative accompany him/her during the meeting, although the
representative may not actively participate in the meeting other than to
advise the Trustee. At the conclusion of the meeting, the Board shall,
by majority vote, decide whether to discipline and/or recommend the
suspension or removal of the Trustee. The decision of the Board shall be
final to the extent permitted by applicable law.
These By-Laws may be amended at any regular meeting by a simple majority
vote of the members of the Board, provided that the amendment has been
submitted in writing at the previous regular Board meeting.
VOTED, March 17, 1981
AMENDED, April 26, 1983
AMENDED, April 22, 2008
AMENDED, February 25, 2014