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.
1.0.3.Revision
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.
Adjournment
The meeting was adjourned at 1:06
p.m.
