Bylaws

Board of Trustee Bylaws

ARTICLE 1: ADMINISTRATIVE CONTROL

SECTION 1. POWERS AND DUTIES OF THE BOARD OF TRUSTEES

The College shall be administered by the Board of Trustees consistent with applicable New York state law including Education Law section 6306, 8 NYCRR part 604, and New York Public Officers Law sections 30-43 and 100-110 (appended for reference). The Board of Trustees shall be appointed in conformance with Article 126, Section 6306, of the State Education Law. In accordance with the State Education Law the powers of this Board are:

1. To appoint a President of the College, subject to the approval of the State University Trustees, and to assign his/her duties.
2. To appoint, or to delegate to the President the appointment of other members of the faculty and such other employees of the College as may be necessary, within the regulations of this Board and with the County of Westchester (local sponsor).
3. To regulate the admission of students, determine, tuition, fees and all other matters appertaining to the government and administration of the College, subject to State Laws, and local laws, and regulations of the County of Westchester.
4. To issue certificates, diplomas and degrees to qualified students, on the recommendation of the President.
5. To provide and maintain suitable quarters for the College and to acquire and install necessary equipment therefor, subject to appropriations having been made therefor, or unless otherwise authorized by law.
6. To provide for the care, custody and management of the lands, grounds, buildings, facilities and equipment pertaining to the College, and to protect, preserve and improve the same.
7. To adopt curricula, subject to the approval of the State University Trustees.
8. To accept gifts and bequests of real or personal property suitable for carrying out the program and purposes of the College, subject to applicable State laws and ordinances, local laws, and regulations of the County of Westchester.
9. To prepare annual operating and capital budgets for submission to and approval by the County of Westchester, and subject to the general supervision of the State University of Trustees.
10. To make and establish, and from time to time alter and amend, such rules and regulations not inconsistent with law for the government of the College, as the Board may deem advisable. Such other powers and perform such other duties as may be provided by law, or prescribed by the State University Trustees.
11. To discharge such other duties as may be appropriate or necessary for the effective operation of the College subject to the general supervision of the State University Trustees.
12. To have such other powers and perform such other duties as may be provided by law or prescribed by the State University Trustees together with such other powers as may be prescribed by the Educational Law of the State of New York.

ARTICLE II. OFFICERS AND COMMITTEES OF THE BOARD

SECTION 1. OFFICERS

The Officers/Members of the Board shall be a Chairperson, a Vice Chairperson and a Secretary.

SECTION 2. TERM OF OFFICE

The Chairperson, Vice Chairperson and Secretary shall be elected each year at the annual meeting and shall take office on July 1. They shall hold office until their elected successors take office. The Chairperson and Vice Chairperson shall be elected by a majority vote of the full Board. Vacancies in either office shall be filled by the Board at its next regular meeting.

SECTION 3. DUTIES OF THE CHAIRPERSON

1. The Chairperson shall preside at all meetings of the Board and shall be entitled to vote at all meetings of the Board and at all of its standing and special committees.
2. The Chairperson shall appoint all standing and special committees and shall designate the Chairperson of such committees.

SECTION 4. DUTIES OF THE VICE CHAIRPERSON

The Vice Chairperson shall perform the duties of the Chairperson in him/her absence and such other duties as the Chairperson may delegate to him/her from time to time.

SECTION 5. DUTIES OF THE SECRETARY

The Secretary shall be responsible for the Minutes of meetings of the Board and shall prepare and submit a copy of them to each member of the Board in advance of subsequent meetings of the Board. He/She shall have charge, under the direction of the Board of all official records and papers of the Board. These responsibilities may be delegated to a member of the College staff.

SECTION 6. COMMITTEES OF THE BOARD

1. The Chairperson may appoint members of the Board of Trustees to the following standing committees:
   1. Executive Committee
   2. Budget and Finance
   3. Program and Planning
2. Each committee shall consist of at least two (2) members, exclusive of ex-officio members, with the maximum number for each committee determined by the Board.
3. A majority of the members of a committee, exclusive of ex-officio members, shall constitute a quorum for the transaction of business.
4. The Executive Committee shall consist of three (3) members, including the Chairperson and Vice Chairperson, and shall transact such business of the Board as may require its attention between meetings of the Board, and all business transacted by such committee shall be submitted to and be approved by the Board at the next regular meeting, if required.
5. Such special committees as shall be found necessary or useful in carrying out the duties of the Board may be appointed from time to time by the Chairperson upon direction by the Board.
6. Such special committees shall be discharged when the purpose for which they were appointed has been achieved.

ARTICLE III. MEETINGS

SECTION 1. TYPES OF MEETINGS

1. Consistent with the Open Meetings Law (New York Public Officers Law sections 100-110) regular meetings of the Board of Trustees shall be held at a date, time and place to be announced by the Chairperson or Vice Chairperson.
2. Special meetings shall be held on the call of the Chairperson, Vice Chairperson or on written request of four members.
3. The annual meeting of the Board of Trustees for the election of Officers of the Board of Trustees shall be held in May of each year.

SECTION 2. NOTICE OF TIME AND PLACE OF MEETINGS

1. Notice of the date, time and place of the next regular meeting shall be consistent with the Open Meetings Law and announced at every regular Board meeting. Additional notice shall be given by mail, telephone and or email, text or any other electronic transmission to each member of the College Board, together with a copy of the minutes of the preceding Board meeting at least five (5) days prior to such a meeting. All meetings shall be held at the College or at such other place as fixed by the majority of the members of the Board.
2. Whenever a special meeting is called, notice of such meeting shall be given not less than twenty-four (24) hours in advance and shall state the matter or matters to be presented to the Board for its consideration at such a meeting. Such notice may be given by telephone and or email, text or any other electronic transmission. No other matters shall be considered at this meeting, except upon the consent of all of the members of the Board present at such meeting.

SECTION 3. QUORUM OF THE BOARD

A majority of the full Board shall be required to constitute a quorum for the transaction of business. A smaller number may call the roll, record the names of the absentees and adjourn.

SECTION 4. CALENDAR AND ORDER OF BUSINESS

1. Three days prior to each regular meeting, the Secretary to the Board shall prepare and transmit to the members of the Board an agenda for the meeting. No items shall be considered that are not on this agenda, except on the recommendation of the Chairperson, or the Chairperson of the appropriate committee, and by unanimous consent of those present.
2. The order of business at meetings shall be determined by the Chairperson or in his/her absence by the Vice Chairperson. The order of business may be changed or modified by the Board or the Chairperson.

SECTION 5. PARLIAMENTARY PROCEDURE

The Board shall be governed in its procedure by parliamentary rules and usage as set forth in Robert’s Rules of Order, Revised. The Board shall designate a Parliamentarian.

ARTICLE IV. CONFLICTS OF INTEREST

SECTION 1. CONFLICTS OF INTEREST

A trustee shall be considered to have a conflict of interest if (1) such Trustee has or appears to have existing or potential financial or other interests which impair or might reasonably appear to impair such member’s independent, unbiased judgment in the discharge of his or her responsibilities to the College, or (2) such Trustee is aware that a member of his or her family (which for purposes of this paragraph shall be a spouse, parent, siblings, children, partner and any other relative if the latter reside in the same household as the Trustee), or any organization in which such Trustee (or member of his or her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interest.

SECTION 2. DISCLOSURES

All Trustees shall disclose to the Board any possible conflict of interest at the earliest practicable time.

SECTION 3. VOTING

No Trustee shall vote on any matter, under consideration at a Board or committee meeting, in which such Trustee has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee having a conflict of interest abstained from voting.

SECTION 4. QUESTIONS OF CONFLICT

1. Any Trustee, who is uncertain whether a conflict of interest may exist in any matter, may request the Board of Trustees to resolve the questions by majority vote. The Board of Trustees shall comply with all applicable state or local laws dealing with conflicts of interest, including Sections 800-808 of the General Municipal Law.
2. The Board of Trustees will adopt procedures to identify as early as possible all interests of individual Trustees which may conflict with their obligations as Trustees. Trustees are required to announce potential conflicts of interest with respect to any matter being considered by the Board of Trustees as soon as possible so that appropriate action may be taken to avoid problems.

ARTICLE V. RESIGNATIONS

Resignations from the Board shall be consistent with Public Officers Law section 31.

ARTICLE VI. AMENDMENTS TO THE BY-LAWS

SECTION 1. AMENDMENTS TO THE BY-LAWS SECTION

An amendment to the By-Laws may be adopted at any regular or special meeting of the Board succeeding the meeting at which it was prepared. Copies of the proposed amendment must be mailed or transmitted electronically and receipt verified to each member of the Board at least ten calendar days before it is voted upon, together with a statement of the name of the introducer and of the meeting at which it is to be acted upon. No proposed amendment shall be adopted except upon the affirmative vote of a majority of the members of the Board.

SECTION 2. SUSPENSION OF THE BY-LAWS

The By-Laws may be suspended at any meeting of the Board for some special purpose, by the affirmative vote of a two-thirds of the members attending.

SECTION 3. REPEAL OF PRIOR BY-LAWS

The By-Laws of the Board of Trustees in effect at the time of the adoption of these By-Laws are repealed and these By-Laws shall be effective on and from the date the same are adopted.

June 18, 2014