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Board of Trustees By-Laws

Board of Trustees By-Laws

Board of Trustees Policy: 2.2

Date: June 2023

Supersedes: June 2022, November 2019, February 2019, June 2015, June 2012

Article I – Duties and Responsibilities

The Board of Trustees of Montgomery County Community College is the institution's legal governing body. The Board of Trustees establishes the necessary policies for operating Montgomery County Community College and has all of the powers, duties, and obligations as specifically set forth in the Community College Act of 1963, its amendments and supplements. The Board of Trustees’ supports the advancement of the mission of Montgomery County Community College.

The Board derives its authority from the Community College Act of 1963, Act 484 P. L. 1132, its amendments, and supplements and shall be operated in accordance with the requirements of that Act, and such other rules, regulations and the Middle States Commission on Higher Education Standards for Accreditation and Requirements of Affiliation as may, from time to time be promulgated pursuant thereto by the Department of Education of the Commonwealth of Pennsylvania and by the Board of Trustees.

The specific responsibilities assigned to the Board of Trustees are articulated in Board Duties and Responsibilities (Policy 2.1).

Article II – Principal Office

The principal office of the Montgomery County Community College shall be 340 DeKalb Pike, Blue Bell, Whitpain Township, Montgomery County, Pennsylvania, 19422, or at such other place as designated, from time to time, by the Board of Trustees.

Article III – Board of Trustees Composition and Meetings

  1. Membership – The Board of Trustees shall consist of fifteen (15) members appointed by the Board of Commissioners of Montgomery County for six years or until the successor is appointed per the requirements of the Community College Act of 1963.
  2. Quorum – Except as otherwise provided by law, a quorum at all meetings of the full Board of Trustees shall consist of a majority of the Board of Trustees. As authorized by the Board of Trustees a member may participate by telecommunications (see article XIV-Voting) to make up a quorum.
  3. Annual Meeting – The annual meeting of the Board of Trustees shall be held at the principal office or at such other place as designated by the Board of Trustees in the County of Montgomery, Commonwealth of Pennsylvania, which designation shall be submitted to the Trustees with a notice of meeting. The annual meeting shall be held on the regular meeting date in January of each year. If said day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.
  4. Regular Meetings – The regular meetings of the Board of Trustees shall be held once each month (except July, August, September, and January) at a date, time, and place to be announced by the chair or by action of the Board with sufficient notice being sent to all members of the Board of Trustees. All meetings shall be held at the principal office of the Board of Trustees unless notice of such change of meeting place shall be given to all members prior to the meeting. All meetings will be advertised and open to the public, except at those times when the Board meets in executive session. When deemed necessary, the Chair may call the Board into executive session. If the Executive Session is required in between regularly scheduled meetings, Board members will be informed 24 hours in advance of said meeting. The Chair will announce the purpose of the Executive Session either prior to moving into said session or after the completion of said session and will come back to the public session to state any actions taken. Minutes will be taken for all regular, special and annual meetings of the Board of Trustees. Approved minutes will be posted publicly on the College’s website. Hardcopies of the approved minutes will be  placed in the archives located in College Hall.
  5. Special Meetings – If the Chair of the Board of Trustees receives a request in writing signed by five (5) members of the Board of Trustees that he/she call a special meeting for the purposes specified in the request, or if the chair shall decide with the consent of one other officer, or if the chair shall receive a request from the President of the College in which the chair concurs, the chair shall call a special meeting of the Board of Trustees by causing notification of the time, purposes, and place within one week upon receipt of said written request to be given to each member of the Board of Trustees either by telephone or written notice.

Article IV – Officers

  1. Number – The officers shall consist of a chair, a vice chair, a secretary, a treasurer, and an assistant secretary.
  2. Similar Officers – No person shall hold the office of chair, vice chair, treasurer, secretary, and/or assistant secretary simultaneously.
  3. Term of Office – The principal officers shall be elected 1-year term by the Board of Trustees at the annual meeting, at which time the Board of Trustees shall choose from among its members a chair, vice chair, secretary, treasurer, and assistant secretary.
  4. Vacancies – Any vacancy in any office shall be filled by election for the unexpired portion of the elective term at the next regular meeting of the Board of Trustees following the creation of the vacancy. Any vacancy in the Board of Trustees for any cause shall be filled by the appointing authority for the unexpired term.

Article V – Conflicts of Interest

  1. The Trustees shall serve without compensation.
  2. They shall be reimbursed for their actual and necessary expenses incurred in the performance of their duties. In accordance with the Board’s Conflict of Interest policy (2.8), it is the obligation of each Board member to disclose to the Board any personal interest in which they may have in any matter pending before the Board, and the member having such interest shall refrain from participating in any decision on such matter. At the time a vote is taken, the Trustee who has a conflict shall publicly announce and disclose the nature of the conflict.
  3. Board members must meet statutory requirements under the Pennsylvania Ethics Act.

Article VI – Chair

  1. The Chair of the Board of Trustees shall preside at all meetings of the Trustees at which he/she is in attendance.
  2. The Chairof the Board of Trustees shall be authorized to call special meetings as herein provided (Article III).
  3. The Chair of the Board of Trustees shall possess the power to sign all certificates, union contracts and other instruments of Montgomery County Community College, which have been authorized by the Board of Trustees.
  4. The Chair of the Board of Trustees shall be authorized to execute the required certificates, diplomas, or degrees that may be granted to students who complete their academic requirements at Montgomery County Community College.
  5. The Chair of the Board of Trustees shall make reports to the Board of Trustees and shall perform other duties as are incident to his/her office and as are properly required of him/her by the Trustees.

Article VII – Vice Chair

  1. The Vice Chair in the absence of the Chair shall preside at all meetings of the Trustees.
  2. The Vice Chair shall, upon the death, absence, resignation, disability, or disqualification of the Chair, perform the duties of the Chair until the Chair shall resume his/her office or his/her successor shall have been elected as herein provided.
  3. During the absence or disability of the Chair, the Vice Chair shall possess the same power of the Chair to sign all certificates, contracts, and other instruments of Montgomery County Community College, which have been authorized by the Board of Trustees.
  4. The Vice Chair shall have such other duties as may be assigned to him/her from time to time by the Board of Trustees.

Article VIII – Secretary

  1. The Secretary shall perform or cause to be performed, all those duties incident to the office and such other duties as required by the Board of Trustees.
  2. The Secretary shall maintain the records and minutes of the Board of Trustees.
  3. The Secretary shall certify to lending institutions or banks of deposit the necessary resolutions to open and maintain such accounts.
  4. The Secretary shall attest in writing the execution on all deeds, contracts, reports, certificates, and other instruments that are to be executed by the Board of Trustees.

Article IX – Assistant Secretary

  1. The Assistant Secretary shall, upon the death, absence, resignation, disability, or disqualification of the Secretary, perform the duties of the secretary until the Secretary shall resume his/her office or his/her successor shall have been elected as herein provided.
  2. The Assistant Secretary shall have such duties as may be assigned to him/her from time to time by the Board of Trustees.

Article X – Treasurer

  1. The Treasurer shall perform the duties delegated to him/her by the Board of Trustees, including care and custody of all assets belonging to the College and shall perform such other duties as are incident of his/her office and are properly required of him/her by the Board of Trustees. The Treasurer shall, at the end of each month, make an interim financial written report to the Board.
  2. Bond – The Treasurer shall give a surety bond (the cost of which shall be paid by the Board of Trustees) in such amount and with such corporate surety as is approved by the Board of Trustees which bond shall be filed with the Board annually.
  3. Audit – The accounts of the Treasurer shall be audited annually by a public accounting firm as selected by the Board of Trustees from time to time.

Article XI – President

  1. The President of Montgomery County Community College shall be the chief executive and administrative officer of the College and shall perform all duties, which the Board of Trustees may prescribe. He/she is the officer through whom the Board of Trustees carries out its programs and exercises its policies.
  2. Attendance at Trustees' Meetings – The President shall have the right to attend all meetings of the Board of Trustees and to be heard on matters before it but shall have no right to vote on any matter.
  3. Employment of Personnel – The Board of Trustees (having obtained the advice and recommendation of the President) shall provide for the employment of the necessary officers of the College and shall approve any compensation changes within the annual operating budget. The employment of faculty, other professional employees, and part-time and non-professional staff, which positions have been authorized in the annual operating budgets approved by the Board of Trustees, is delegated to the President. (The appointment of presidential senior leadership, the vice presidents, is subject to Board approval.)

Article XII – Committees

  1. A Nominating Committee of at least three (3) Trustees shall be appointed by the Chair of the Board. Members of the committee may serve no more than two consecutive years and may not be seeking election to an officer position. The Board of Trustees shall approve the Nominating Committee no later than the November Board meeting. The Nominating Committee shall submit a slate of officers no later than the December Board meeting.
  2. Duties of the Executive Committee – The Executive Committee shall consist of the Chair of the Board, who shall serve as Chair of the committee, the Vice Chair of the Board, the Chair of the Finance and Institutional Risk Committee, , the Chair of the Institutional Strategy and Visioning Committee, the Chair of the Student Success Committee, and two at-large appointments made by the Chair of the Board. Five members of the committee shall constitute a quorum for the transaction of business. A former Chair of the Board may be invited as non-voting participant to contribute to the Executive Committee on a specific matter. The Chair may call the meeting of the Executive Committee and will offer notification to all Board members that the meeting has been called. It shall be the duty of this Committee to investigate any emergency situation that may arise, coordinate the activities of the various committees, further the general business of the College, and where necessary, make recommendations for Board action to be ratified at any special or regular meeting of the Board.
    • At each meeting of the Board, the Executive Committee shall report, in writing, all actions taken by it. Those actions shall be ratified and reflected in the regular minutes of the Board or in any special meeting minutes of the Board.
  3. Standing Committees – Standing committees of the Board shall be appointed at the regular February Board meeting by the Chairof the Board of Trustees. Standing committees will be responsible for specific College activities as designated from time to time by the Chair of the Board of Trustees each year. All meetings of standing committees shall be open to all Board members: however, only the members of the standing committees shall make the recommendation to move items forward for full Board action when committee matters are discussed at said meetings. The President shall have the right to attend all committee meetings except those related to issues involving the evaluation of the President subject to the Board of Trustees policy.
  4. Trustees shall be appointed from the Board to the following standing committees:
    Finance and Institutional Risk Committee
    Institutional Strategy and Visioning Committee
    Student Success Committee
  5. Appointment and Term of Standing Committees – The standing committees shall be appointed annually by the Chair and with the consent of the Board of Trustees. It is suggested at the time for appointment of committees that each Trustee serve on at least one committee and that the Chair consider that one member of the previous committee be retained on the committee for continuity of programs already under way.
    The appointment terms and duties of these committees shall be as hereinafter provided. Each of these committees will develop its own charter, which shall be presented to and approved by the Board of Trustees. All Board Committees will use the approved Charter Template, and charters will be reviewed, annually, by each committee and will be reflected in the meeting minutes. In all other matters, the Board of Trustees shall act as its own Committee of the whole, except that special ad hoc committees shall be appointed from time to time to conduct such special studies or to acquire such services as the Board may require. The ad hoc committees should include, but not be limited to, a Nominating Committee.
  6. Filling Vacancies in Standing Committees – In case a vacancy shall occur on any of the standing committees, the Chair of the Board of Trustees shall appoint another member to serve thereon until the next regular meeting, at which time the confirmation by the Board of Trustees shall be sought. If confirmed, the appointment shall stand until the time for reconstituting standing committees as herein provided.
  7. Authority of Standing Committees – The authority of the standing committees of the Board shall be subject to the policies of the Board and committee recommendations, except as hereinafter provided, are subject to the approval of the Board. Where prior approval and instructions have been given by the Board, a committee may act in the Board's name, but only within the narrow confines of the specific authority granted by the Board to the specific committee.
  8. Ad Hoc Committees – Ad Hoc committees to support the work of the Board may be formed from time to time by the Chairperson. Other committees will have clear operating charges and shall operate for a specified period with a clear start and end date. The Chairperson shall appoint no more than four Board members to these other committees. The authority of other committees is subject to approval of the Board.

Article XIII – Order of Business

  1. Agenda – The agenda for each meeting of the Board of Trustees shall be prepared by the chair of the Board in consultation with the President of the College and shall be sent to each member of the Board of Trustees by the Office of the President in advance of the meeting. 
  2. Rules of Order – Roberts Rules of Order, when not in conflict with any of the provisions of these By-Laws, shall be the rules of parliamentary procedure when the board is in session.
  3. Order of the Agenda – The agenda, when the Board meets in regular session, may be as follows and is merely a guideline as the agenda shall be determined from time to time by the Board:
    • correction and approval of minutes of the preceding meeting;
    • consent agenda with routine items recommended for action;
    • report of the Treasurer;
    • report of the President
    • report of the standing committees;
    • report of the other committees;
    • approval of bids; 
    • report and of the chairperson;
    • old business;
    • new business.
  4. Appointment of Auditor and Solicitor – The Board of Trustees provides review and approval the auditor or solicitor during the RFP process and/or during renewal of existing engagement.

Article XIV – Voting

Trustees must review all materials prior to board and committee meetings. Trustees are expected to attend meetings in person and actively participate in Board discussions. However, recognizing that it may not always be possible for every Trustee to be physically present at every meeting, Trustees may, from time to time, participate in meetings and cast their votes on actions by telephone or video conference.

A majority vote of those participating in a monthly meeting (a quorum being present) shall be the act of the meeting.

Article XV – Communications to the Board

Communications to the Board of Trustees from persons not members of the Board of Trustees should, except in the case of the President be in writing and submitted to the Special Assistant to the President at the President’s Office e-mail address(president@mc3.edu).

Notice of the desire by a person not a Board member, other than the President, to appear before the Board shall be filed with the Chair of the Board of Trustees or the President of the College as far in advance of the meeting as possible. The Board ordinarily will not consider matters placed in the hands of the President of the College by other than members of the Board fewer than seven (7) days in advance of the meeting of the Board at which action is desired. Submission of this request should be directed to the Special Assistant to the President at the President’s Office e-mail address  (president@mc3.edu) .

In order to keep the President informed and to enable him/her to list as completely as possible the business to be attended to by the Board, copies or notices of communications to committees or to members of the Board shall be sent to the President or President’s Designee.

All official communications from staff members to the Board of Trustees and all directives or orders from the Board of Trustees to staff members shall be sent through the President or the President’s Designee.

Article XVI – Amendment

Any proposed change in these By-Laws shall follow the process outlined in the Policy Development policy (1.3), and be presented in writing stating the proposed change and the reason therefore to the Chair of the Board of Trustees.

The Chair shall then appoint an ad hoc committee to consider the request. These By-Laws may be added to or amended by a vote of two-thirds (2/3) of all of the Trustees present at a regular or special meeting provided that the proposed addition or amendment shall have been filed with the Chair in writing and a copy thereof mailed to each member in advance of the meeting at which said addition or amendment is to be considered and voted upon.