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LANSING COMMUNITY COLLEGE

BOARD OF TRUSTEES

September 18, 2006

Special Meeting

4:00 p.m.

Unadopted Meeting Minutes

Call to Order

The meeting was called to order at 4:14 p.m.

Roll Call

Present: Proctor, Rasmusson, Smith

Absent: Brannan, Canady, Pelleran, Proctor

Limited Public Comment Regarding Agenda Items

No public comment.

Bylaws Discussion

Ms. Jan Lazar, of the Mercer Group, presented the following recommended changes to the Board bylaws. (Ms. Lazar?s recommendations are in red. The Board's revisions are in blue.)

1.2.3 Chairperson

The Chairperson shall provide leadership in planning the work of the Board, shall preside at all meetings of the Board, and shall decide all questions of rule and order. The Chairperson shall appoint and establish all committees and committee Board appointments unless the committee members are designated or their appointment is otherwise provided for in the motion or resolution establishing the committee, shall be an ex-officio member of all committees, and shall perform such other duties as these bylaws and state law provide or the Board may prescribe. The Chairperson shall act for the Board when such action is required by law in signing contracts and other official documents, shall represent the Board of Trustees or designate a representative upon occasion when such representation is deemed desirable, shall act as the spokesperson for the Community College, consistent with 1.7.5 and 1.7.6, and shall perform such other duties as may be prescribed by law, consistent with Governance Policy GP-303.

1.2.5 Secretary

The Secretary shall, through the administrative assistant to the Board, cause to be kept a proper record of all meetings of the Board, shall see that proper notices required by law are published or posted, that Board members are properly notified of all meetings, that all records to the Board are available for public inspection, that minutes of previous meetings are supplied to all members as required by these bylaws and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her by the Board or are required by these bylaws or state law. In the absence or inability of the Secretary to act, any officer may act in his or her place.

1.2.6 Treasurer

The Treasurer, in conjunction with the Finance and the Audit Committees of the Board of Trustees, based on financial policies and parameters adopted by the Board and to internal and independent audits of college financial records, shall review and examine of reports of the Chief Financial Officer. The Treasurer, Finance and Audit and Committee shall monitor and safeguard the financial condition of the College, through the Chief Financial Officer, including but not limited to receiving, holding in custody, investing and handling all funds of the College as directed by the Board; dispersing funds of the College as he or she may be ordered by the Board, and shall perform such other duties as these bylaws and state law or the Board may prescribe.

1.3.1 Committees

There shall be such standing committees of the Board as established from time to time by the Board or the Board Chair. There shall be three permanent standing Committees: they shall be the Finance Committee; the Personnel and Compensation Committee and the Audit Committee, as provided for in Section 1.3.2, Section 1.3.3. and Section 1.3.4 below. There may be appointed special committees to study issues and perform tasks. These committees shall be appointed by the Chairperson for certain expressed purposes and periods of time, consistent with Governance Policy GP-304.

1.3.2 Audit Committee

Members of the Audit Committee shall be appointed by the chairperson of the Board of Trustees and shall serve as a standing committee to meet with the College's auditors in advance of and during the annual college audit, to review the College's financial policies as may be appropriate, and to address other financial and related issues the Board or committee members deem appropriate, consistent with Governance Policy GP-305.

The Committee shall review of all reports from the independent auditor; preparation of audit specifications and review of audit RFP responses; and handling of anonymous or confidential allegations of financial or other irregularities and shall make referral to either internal or external auditors or other agencies if appropriate.

1.3.3 Personnel and Compensation Committee

Members of the Personnel and Compensation Committee shall be appointed by the Chairperson of the Board of Trustees and shall serve as a standing committee. The Committee shall review proposed compensation policies and parameters for recommendation to the Board. The Committee shall review mid-year budget proposals for additional positions and recommended additions shall be placed on Board agenda for approval. Reclassification for non-represented personnel shall be presented to the Committee for review prior to action. Reclassifications of represented personnel shall be reported to the Personnel and Finance Committees with a financial impact report.

1.3.4 Finance Committee

Members of the Finance Committee shall be appointed by the Chairperson of the Board of Trustees and shall serve as a standing committee. The Committee shall review of recommendations from other committees and board ends to develop recommended annual budget policies for Board consideration, and consider other finance matters or referral to the Board.

1.4.2 Organizational Meeting

The organizational meeting of the Board of Trustees shall be held at the first meeting of the Board in January following the date of the regular College

District election. The Board shall elect officers at the organizational meeting.

1.4.3 Regular Meetings

The Board shall meet on a regular basis at times determined by the Board. Meetings will ordinarily be held in the Board Room of the Administration Building, 610 N. Capitol Avenue, Lansing Community College, PO Box 40010, Lansing, Michigan 48901-7201, but may be held at other times and in places in accordance with the Open Meetings Act, as the Chairperson may set, and circumstances may require.

1.5.2 Order of Business

The Chairperson, upon taking the chair, shall call the members to order on the appearance of a quorum. The order of business for Regular Meetings shall be as follows:

I. Call to Order;

II. Roll Call;

III. Pledge of Allegiance

IV. Additions/Deletions to the Agenda;

V. Limited Public Comment Regarding Agenda Items;

VI. Chairperson, Committee, and Board Member Reports,

A. Chairperson,

B. Committee

C.Board Members;

VII. President's Report,

A. Informational,

B. Action Items;

VII. Public Comment;

VIII. Board Evaluation

IX. Adjournment.

1.6.1 Authority and Powers Reserved by the Board

All business conducted by the Board of Trustees shall be in conformance with the Community College Act and current Michigan statutes, including the Open Meetings Act, Act 267 of 1976, as amended, MCL 15.261 et seq, consistent with Governance Policy GP-301.

The College shall be managed by the Board of Trustees, in accordance with the Community College Act and in keeping with these Board bylaws and the Statements of Purpose and Goals contained within the College's strategic plan. The general powers granted to the Board are those expressly provided for in the Community College Act and any powers implied or incident thereto, including the exercise of any power incidental or appropriate to the performance of any function related to the operation of the College in the interests of educational and other programs and services offered by the College.

More specifically, the duties of the Board of Trustees shall include, but are not limited to, the following: 1) appoint, evaluate, and/or remove the President; 2) appoint, evaluate and remove any positions designated within the Board policies; 3) review and approve all consultant contracts not otherwise authorized by Board policy or specified within the capital budget approval; 4) approve the issuance of College degrees and certificates; 5) adopt, develop, and define Board and College policies; 6) establish an annual College budget; 7) establish and authorize College tuition, course fees, and other fees that apply to all students; 8) authorize the sale, purchase, construction, and renovation of College land, buildings, and major equipment; 9) define and review College strategic direction and goals; 10) institute and promote major College fund-raising efforts and authorize the acceptance of gifts to the College; 11)authorize the incurring of debt by the College; 12) evaluate the President, consistent with 1.6.3.; 13) approve the establishment by any administrative means, through employment, contractual agreement or other means, of any additional vice-president, dean or department chair position(s), or other such administrative position(s) as set forth in Board policies.

1.6.3 President as Chief Executive Officer of College

The President shall serve as the chief executive officer of the College, and the general administration and operation of the College is delegated by the Board to the President, in accordance with these bylaws, consistent with Governance Policy EL-200

The President's administration shall conform to the adopted policies of the Board and the direction defined in the College strategic plan, in Board policies and budget parameters, and in particular, the performance measures contained within the strategic plan or budget policies. These performance measures will be defined in four (4) broad categories and reviewed by the Board: Stakeholder Satisfaction, Financial Responsibility, Communication with the Board, and Access.

A formal evaluation of the President will occur in October or November of each year. This evaluation shall consider the performance measures as defined herein and within the President's employment agreement, or as annually adopted by the Board as budget policies, and as it has appeared over the intervening year.

Only decisions of the Board acting as a body are binding upon the President. Decisions or instructions of individual Board members, officers, or committees are not binding on the President except in rare instances when the Board has specifically authorized such exercise of authority.

1.6.4 Delegation to the President

The President is hereby delegated the following authority, consistent with the President's status as the College's chief executive officer. In exercising the authority granted herein, the President shall be governed by and comply with all written bylaws, policies and contracts adopted and approved by the Board of Trustees, and any applicable state law:

A. Select and employ personnel of the community college, subject to 1.6.1.

B. Pay claims and demands against the community college, up to the amount of $50,000.

C. Unless otherwise subject to a specific college policy or specifically approved by the Board, purchase, lease, or otherwise acquire personal property for the College on College premises, provided that all transactions whether in aggregate, by project, or by vendor of $100,000, or transactions in aggregate for one vendor or project, totaling or more shall first be approved by the Board.

D. Invest funds of the College, subject to limitations imposed by law and adopted investment policy of the Board of Trustees.

E. Subject to terms and conditions as the Board may establish, accept any and all contributions, capital grants, gifts, donations, services, or other financial assistance from any public or private entity, provided that the President shall report to the Board, at the first meeting following receipt, any item with a value of $10,000 or more. All real property may only be accepted by action of the Board.

F. These powers delegated to the President shall be effective immediately and shall continue until specifically revoked by the Board.

1.7.4 Communications Policy/Board Members Request for Information

In order to assure that internal and external communication between the Board, the public and the college staff are clear and represent the unity and maintain the integrity of the Board acting as a whole, these policies will be followed as individual responsibilities of each Trustee:

A. Individual Trustees requesting information that will require a material amount of staff time to compile, or the preparation of a special report, or that may be disruptive shall make such requests to the Chairperson of the Board or the Chair of the appropriate Board Committee. The Board or Committee Chairperson may approve the request or, at his or her discretion, place the request on the next Board meeting agenda for the consideration of the Board of Trustees. Compilations and reports prepared pursuant to this provision will be available to all Trustees. Individual Trustees shall not make such requests directly to an employee of the College.

1.7.8 Trustee Usage of Facilities

Trustees are not prohibited from using College facilities for professional or personal reasons provided such facilities are normally available to the public, and the Trustee is subject to the same conditions, goes through the same procedures and pays the same compensation as would a member of the public who is not a College employee or are specifically authorized by Board policy.

1.8.2 Travel Expenses

The Board recognizes the value of membership and attendance at conferences, workshops, and meetings at the state, regional, and national levels which are appropriate and necessary to carry out College business. Subject to Chairperson approval, the Board encourages the following:

1. The attendance of its members in one (1) out-of-state and one (1) in-state conference (inclusive of the MCCA Summer conference), workshop, or meeting per year, in addition to all other meetings and conferences offered by the Michigan Community College Association.

2. The Board appointed delegates to the Board of Directors of the Michigan Community College Association to attend all regularly scheduled meetings of its Board of Directors.

3. The Board Chairperson or his or her designee may also represent the College in one (1) international visit per year in furtherance of stated goals and the objectives of the Sister College Program.

4. Board members travel arrangements will be coordinated through the Board administrative assistant.

5. Board members will be reimbursed for reasonable and necessary required business travel expenses.

1.8.3 College Business Related Expenses

Trustees shall be eligible for reimbursement or direct payment of college business related expenses they incur as a result of their duties and activities as Trustees. Such eligible expenses shall be set forth in Board policy, which shall also establish approval and audit mechanisms that shall govern payment for such expenses.

The above is consistent with Governance Policy GP-308.

1.10.1 Financial

The fiscal year of the College shall be from July 1 to June 30, inclusive.

The Board shall adopt a budget on or before June 30 of each year and shall provide for a public hearing to be held on the proposed budget in accordance with the Act. No later than the third Monday in April of each year, the President, or his or her designee, shall present an estimate of the amount of taxes or appropriation deemed necessary for the ensuing fiscal year for the purposes of expenditures authorized by law.

The Administration shall operate within approved budget allotments and policy restrictions; no allotment shall be deemed a mandate to spend. The Board must first approve any expenditure in excess of an approved budgetary limit. At the fiscal year-end, the Board shall return the balance of credits in the operating budget to the general fund for reappropriation.

MCL389.141; MCL389.143., and consistent with Governance Policies

EL-202, 203, 204.

1.10.2 Long-Term Financial Planning

The Administration shall be charged with the responsibility of following accepted accounting procedures as established by law and shall provide the Board with such interim fiscal reports as set forth in the Board Financial Monitoring and Reporting Policy. Long-term financing forecasts must include the protection of adequate fiscal reserves and available cash sufficient to meet payroll and debts in a timely manner.

PUBLIC COMMENT

No public comment

ADJOURNMENT

MOVED by Trustee Rasmusson and supported by Trustee Smith for the meeting to adjourn.

Ayes: Proctor, Rasmusson, Smith, Laverty

Nays: None

Absent: Brannan, Canady, Pelleran

Motion carried.

The meeting adjourned at 5:03 p.m.




LCC Board of Trustees
Administration Bldg
Phone: (517) 483-5252
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