BYLAWS OF 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 of Massachusetts.
ORGANIZATION AND OPERATION OF THE BOARD OF TRUSTEES
Section 1. Composition
1. 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.
2. 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.
3. 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.
4. A Student Trustee’s term commences on July 1 following their election and terminates on June 30 of the following year.
Section 2. Duties and Responsibilities
1. 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.
2. Consult with the President to formulate policies on matters relating to long-range planning for the College.
3. Consult with the President to formulate policies on matters relating to the College’s organizational structure.
4. 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 of programs.
5. Receive and approve all monthly/quarterly fiscal reports and engage an annual audit of the finances of the College.
6. Cause to be prepared and submitted to the Board of Higher Education estimates of maintenance, capital outlay budgets and proposed real property acquisition.
7. 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.
8. 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.
9. Annually evaluate the performance of the President and make appropriate recommendations regarding the President’s appointment and compensation to the Board of Higher Education.
10. 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.
Section 3. Officers of the Board of Trustees
1. The President or his or her designee shall serve as Secretary of the Board.
2. The Vice Chairperson may be removed from office by a majority vote of the members of the Board.
3. 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
1. The Chairperson shall have the following duties:
a. To preside at all meetings of the Board of Trustees except as otherwise provided in these Bylaws.
b. To call special meetings of the Board of Trustees.
c. To serve as a member, ex officio, of all committees of the Board.
d. To appoint members and chairpersons of committees of the Board.
e. To sign all legal documents as authorized by the Board.
f. To serve as the Board's official spokesperson on individual matters of Board business subject to the approval of the Board by a majority vote.
g. To perform such other duties as may be prescribed by law, authority, or by action of the Board.
2. The Vice-Chairperson’s shall have the following duties:
a. To preside over Board meetings in the absence of the Chairperson and as otherwise indicated in accordance with these Bylaws.
b. To perform such other duties as may be prescribed by law, authority, or by action of the Board.
3. The President acting as Secretary shall have the following duties:
a. 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.
b. To record attendance of all present at all regular and special meetings.
c. To record and preserve the official minutes of the proceedings of the Board of Trustees at all regular and special meetings thereof.
d. 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.
e. To conduct correspondence as directed by the Board of Trustees and to certify official documents and proceedings.
f. 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.
Section 1. Annual Meeting
The Annual Meeting of the Board of Trustees shall normally be in June.
Section 2. Regular Meetings
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 Trustee) occurs.
Section 3. 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.
Section 4. Adjourned 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.
Section 5. Executive Sessions
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.
Section 6. 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.
Section 7. Agenda
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 item.
Section 8. Quorum
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.
Section 9. 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 business.
Section 10. Board Meeting Minutes
A. 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.
B. 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.
C. 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.
D. The Board’s meeting minutes shall be prepared by the Secretary and delivered to Board members at least 48 hours before the next regular meeting.
E. Board meeting minutes shall be approved by the Board and signed by the Chairperson and the Secretary.
F. 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 state law.
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 the Board.
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:
A. 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 unreasonably difficult.
B. A Trustee may participate remotely up to two (2) times per year.
C. 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 other.
COMMITTEES OF THE BOARD OF TRUSTEES
Section 1. 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.
Section 3. Members of Standing 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.
Section 4. 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.
Section 5. Nominating Committee
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.
Section 6. Ad Hoc Committees
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 the Board.
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, deem appropriate.
Section 2. Selection, Term and Removal of President
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.
Section 3. 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 desirable.
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