(a) The Board of Trustees (“Board”) of Anne Arundel Community College (“College”) shall consist of eight (8) trustees duly appointed by the Governor of the State of Maryland with the advice and consent of the Senate, in accordance with Md. Code, Educ., § 16-401.
(1) Trustees, with the exception of the student trustee, shall serve for terms of four (4) years and may not serve more than three (3) consecutive full terms.
(2) One (1) trustee shall be nominated by the student body and will serve a term of one (1) year, beginning on July 1 and ending on June 30.
(b) As permitted by law, each trustee will be involved in closed meetings at which legal, personnel, and other nonpublic matters will be discussed. Information discussed at these types of meetings is confidential and shall not be made public. Each trustee, upon approval of the trustee’s appointment, shall sign a confidentiality agreement regarding these nonpublic matters.
(c) Prior to the Governor’s appointment of any trustee, the chair of the Board will offer to meet with nominees to review these Board bylaws and the general expectations and obligations of trustees.
(a) The Board shall choose, from among the trustees, a chair and vice-chair, who shall be elected by a majority vote of a quorum of the trustees, to serve one-year terms. Nominations and elections shall proceed as follows:
(1) At the March meeting, the chair shall appoint two trustees to serve as the Nominating Committee for those trustees who desire to run for the office of chair or vice-chair in May.
(2) Prior to the April Board meeting, the Nominating Committee shall communicate with all trustees to determine who is desirous of being considered for the office of chair or vice-chair.
(3) At the April Board meeting, the Nominating Committee shall present the names of those trustees, who desire to be considered for office of chair or vice-chair. More than one trustee may be proposed for each office. The names presented to the Board may also include the trustees who are on the Nominating Committee. All nominations for chair and vice-chair must be made at the April meeting. Thereafter, nominations for chair and vice-chair shall be closed.
(4) At the May Board meeting, election of chair and vice-chair shall take place. If more than one trustee runs for an office, each nominee shall be permitted to give a short statement as to why the trustee would like to serve in the officer position.
(b) The President of the College shall serve as secretary-treasurer of the Board and shall be a non-voting member of the Board.
(c) A vacancy in the office of the chair or vice-chair may be filled by the Board as follows:
(1) If the office of the chair is vacant or the chair is incapacitated and cannot serve, the vice-chair would automatically assume the office of the chair for the remainder of the term of the chair, without a vote of the Board and the office of the vice-chair would be filled by the Board in the same manner as if the office of the vice-chair were vacant.
(2) If the office of the vice-chair is vacant or the vice-chair is incapacitated and cannot serve, the chair may accept nominations at the next regular meeting or at a special meeting, and the trustees would vote in the same manner described above.
(d) The chair shall preside at and conduct all meetings of the Board, shall call special meetings of the Board as deemed necessary, and may sign all necessary legal documents approved by the Board or request signature by the President. The chair may appoint those committees that the chair or the Board deem necessary. The chair shall be responsible for building a consensus for Board action and is not authorized to take unilateral actions or commit the College without consultation with the Board. The chair shall be the sole spokesperson for the Board. Any inquires of individual trustees from the press shall be referred to the chair of the Board.
(e) The vice-chair, at the request of the chair, in the chair’s absence, or during inability of the chair to act, shall perform the duties and exercise the functions of the chair, and when so acting, shall have the powers of the chair. The vice-chair shall have other powers and perform other duties that may be assigned by the Board or the chair. If the chair or vice-chair is unavailable to conduct a Board meeting, the Past chair, or the Past vice-chair, if the Past chair is unavailable, shall perform the duties and exercise the functions of the chair and when so acting shall have the power of the chair.
(f) The President, as secretary, shall be responsible for keeping the minutes of the meetings of the Board. If the President will be absent from a Board meeting, for any reason, the chair or designee will perform the duties of the secretary at the meeting. The secretary shall:
(1) See that all notices are duly given in accordance with the provision of the regulations or as required by law;
(2) Be custodian of the record of the Board; and
(3) Shall make, or cause to be made, accurate records of all regular and special meetings of the Board.
(4) In general, perform all duties incident to the office of a secretary of the Board and other duties that from time to time may be assigned by the Board or the chair.
(g) The President, as treasurer, shall have charge of and be responsible for all funds, receipts, and disbursements of the College. The treasurer shall:
(1) Keep all financial records;
(2) Prepare the annual budget, in cooperation with the Board;
(3) Render to the chair and the Board, whenever requested, an account of the financial condition of the College; and
(4) In general, shall perform all the duties incident to the office of treasurer of the Board and other duties that may be assigned by the Board or the chair.
(h) Any officer of the Board may be removed as an officer of the Board, with or without cause, by an affirmative vote of six (6) trustees. Before an officer can be removed, the officer must first receive written notice that the issue of removal is to be considered at the next regular or special meeting to be called for that purpose. At the meeting, at which a vote is to be taken to remove a trustee as an officer, all trustees must be present before a vote can be taken to take such action.
(a) Regular Meetings. The Board shall meet regularly and, to the extent possible, on the second Tuesday of each month. However, the date for any regular meeting may be changed upon a majority vote of the Board. All meetings of the Board shall be an open session unless closed in accordance with Section 3(h).
(b) Special Meetings. A special meeting of the Board may be called at any time by the chair or any three (3) trustees, upon request in writing, delivered to the secretary who shall send notice.
(c) Remote Attendance at Meetings. Except as otherwise specified herein, trustees shall be permitted to attend meetings, including regular and special meetings, whether in open or closed session, through electronic or telephonic means (“remote attendance”). Trustees do not need to be present within the State of Maryland at the time of the meeting to be counted as present while attending a meeting remotely.
The Board shall establish procedures to be followed by trustees who attend a meeting remotely. Upon establishing these procedures, the procedures shall be followed by the College and trustees who attend a meeting remotely.
(d) Meetings Held in Person. Meetings will be held in person within the State of Maryland. The Board chair or upon request of any three (3) trustees to the Board chair, may call for a meeting to be held remotely for all trustees. The agenda for each meeting shall provide the address for the meeting or shall state that the meeting will be held remotely.
(e) Meeting Decorum. The chair shall conduct all meetings of the Board. Any trustee who desires to address a matter must request the floor from the chair, before addressing the Board, any trustee, or any individual who may be before the Board. The chair shall, at all times, be in charge of the meetings and shall be responsible for the flow and decorum of the meetings.
The Board shall establish procedures to be followed at the public meetings with respect to meeting decorum, individuals taping, filming or taking pictures at the meeting, etc. Upon establishing these procedures, such procedures shall be followed during the public meetings.
(f) Board Webpage. The College shall maintain a website, which will include a webpage dedicated to the Board and will include a repository of information regarding the Board, including the agendas and minutes for all regular and special meetings of the Board.
(g) Minutes. The Board shall keep full and fair accounts of its transactions, and copies of the minutes of each regular and special meeting shall be promptly posted on the Board’s webpage after approval by the Board.
(h) Closed Meetings. The Board may convene in closed session only for the specified purposes and, in accordance with the procedures contained in Md. Code, Gen. Prov., § 3-305. All other matters before the Board shall be conducted in open session. A closed meeting may be called by the chair of the Board at any time and in any manner, subject to the availability of a quorum, notwithstanding the provision of subparagraph (i) hereof. If the Board chair is the subject of discussion, a closed meeting of the Board may also be called by written notice signed by three (3) trustees. Notice must be provided to all trustees with the exception of the chair, in accordance with subparagraph (i).
(i) Notice of Meetings. Notice of the place, day, and time of each regular and special meeting shall be given in writing to each trustee at least three (3) days before the meeting by delivering notice via e-mail or through electronic means or in the alternative, by mailing this notice at least five (5) days before the meeting to the last known address according to the records of the Board. If a special meeting of the Board is called less than three (3) days before the meeting, notice shall be given to the trustees as soon as practicable in any manner reasonably calculated to provide notice to all trustees.
Any meeting of the Board may adjourn from time to time to reconvene at the same or some other place and no notice need be given of this adjourned meeting other than by announcement of the meeting at which the adjournment takes place.
(j) Quorum. At all meetings of the Board, a majority of trustees serving on the Board shall constitute a quorum for the transaction of business. At the start of each meeting, the chair shall establish that a quorum of the Board is present. Except as otherwise provided herein, the affirmative vote of a majority of the trustees present and voting at a duly constituted meeting shall be sufficient to adopt any action. See Article VI regarding voting on amendments to these bylaws.
(k) Motions. Any trustee may make a motion for the Board to take an action. Any other trustee may second the motion. Once seconded, the trustees may discuss the motion. Once discussion has closed, the chair or designee will verbally state the motion under consideration prior to a vote.
(1) A trustee may consolidate actions into one (1) motion, for example, moving approval of all policies or all contracts, rather than voting on individual policies or individual contracts.
(2) If a motion is made for more than one (1) action, any trustee may request that a particular action be removed from the motion and voted on separately.
(l) Voting. Votes shall be taken by electronic or audible roll call. After discussion, if any, and statement of the motion, when a trustee’s name is called, the trustee shall respond yes, no or abstain in response to the motion. The chair or designee shall tally the vote and announce the result of the vote, including the number of trustees voting in favor, against and abstained.
(m) Unanimous Consent. Business may also be conducted by unanimous consent. The chair may confirm by asking if there is a consensus or no objections. Actions taken in this manner will be noted in the minutes as having been approved by unanimous consent.
(n) Polling in Lieu of Meeting. In the absence of a meeting, at the request of the chair or the President and concurrence of the chair, the Board may be polled by telephone, mail or e-mail or other electronic means for a majority vote on business transactions. Actions taken by polling shall be ratified at the next meeting of the Board.
(o) Agenda. The President, in consultation with the chair, shall prepare the agenda for each meeting of the Board and distribute the agenda to the trustees via e-mail or other electronic means in advance of the meeting. The agenda shall also be posted online on the College’s website.
(1) At a Board meeting, any trustee or the President may propose to add, modify or remove an item(s) on the agenda at the meeting, which must be approved by an affirmative vote of the majority of the trustees present.
(2) Persons other than trustees requesting to place items on the agenda shall notify the President in writing prior to the meeting. The request shall be considered by the President and the chair, and the person shall be advised of the decision of the Board, and, if approved, the date on which the matter will be given consideration.
(3) Consent Agenda. The President, in consultation with the chair, may include items as part of a consent agenda for items that are routine, procedural or anticipated to be without opposition, including but not limited to, approval of meeting minutes; appointments to committees; reports provided for information only; correspondence requiring no action; final approval of proposals or reports that the Board has previously discussed and vetted at prior meeting; routine updates to policies or procedures that do not include substantive changes; or confirmation of conventional actions that are required in the bylaws or by law (e.g. ratification of the formal award of degrees or certificates). Items on the consent agenda may be acted upon in one (1) motion and vote.
(i) All supporting documents for the items on the consent agenda shall be provided to the trustees in advance of the meeting so that trustees may fully review the items prior to the meeting.
(ii) At the meeting, the chair will ask trustees if any trustee wishes to discuss or remove any items on the consent agenda.
(a) If no trustees request modification to the consent agenda, any trustee may move to adopt the consent agenda as a whole.
(b) If it is determined that an item requires discussion or may not be approved unanimously, the item shall be moved to the regular agenda or to a future meeting agenda, in the discretion of the chair. Any trustee may move to adopt the consent agenda as modified.
In accordance with Md. Code, Educ., § 16-101(d), a vacancy on the Board occasioned by a trustee’s death, resignation, or for any other cause shall be filled by appointment by the Governor of the State of Maryland for the remainder of the term of the vacancy.
(a) The Board shall maintain and exercise general control over the College, keep separate records and minutes, and adopt reasonable policies, rules, regulations, and/or bylaws. The Board shall set College policy but shall not administer day-to-day College business. All Board communications to College officials or employees regarding information, requests, inquiries, and the like, shall be routed through the chair to the President of the College. All responses to information, requests or inquiries of the trustees shall be routed through the President to the chair of the Board.
(b) The Board shall appoint the President of the College and shall fix the President’s annual salary. The Board shall evaluate the President’s performance on an annual basis.
(c) The Board, with the approval of the Maryland Higher Education Commission (“MHEC”), may establish and operate one or more community colleges.
(d) The Board may fix the salaries and tenure of the faculty and other employees of the College.
(e) The Board may purchase, lease, condemn or otherwise acquire any property it considers necessary for the operation of the College.
(f) The Board may sell, lease, or otherwise dispose of College assets or property.
(g) The President of the College or the chair may execute a conveyance or other legal documents under an appropriate resolution duly adopted by the Board.
(1) Pursuant to these bylaws, for any legal document or agreement, including but not limited to legal documents related to the disposition of assets or property of the College that does not require Board approval under the Board’s policies or procedures, the Board resolves that the President may sign such legal documents or agreements.
(2) For any legal document or agreement that requires Board approval under the Board’s policies and procedures, the Board resolves that the President may sign such legal documents or agreements on behalf of the Board of Trustees after such approval is obtained from the Board.
(3) The Board resolves that the President is authorized to delegate the authority to sign any legal documents that the President is authorized to sign to a designee that the Board considers appropriate.
(h) The Board may: (1) with the approval of MHEC, permit the county board of education to use the lands, buildings, or other facilities of the College; and (2) with the approval of the county board of education, use any land, buildings, assets, or other facilities of the county board of education.
(i) The Board may apply for and accept any gifts or grants from the federal government or any other person.
(j) Subject to the minimum standards of MHEC, the Board may determine entrance requirements and approve offerings that consists of: (1) transfer programs offering the equivalent of the first two years of a bachelor’s degree program; (2) career programs offering technical, vocational, and semi-professional education; and (3) continuing education programs.
(k) The Board may charge students reasonable tuition and fees set by it with a view to making College education available to all qualified individuals at low cost.
(l) The Board may sue and be sued.
(m) The Board may adopt a corporate seal.
(n) The Board may make agreements with the federal government or any other person, including agreements between counties, to support a regional community college if the Board considers the agreement advisable for the establishment or operation of the College.
(o) The Board, by a vote of at least six (6) trustees, may admonish a trustee who has not acted appropriately and/or has violated obligations or responsibilities of the position.
Before a trustee can be admonished, the trustee must first receive written notice that the issue of admonishment is to be considered at the next regular or special meeting, to be called for that purpose. At the meeting, at which a vote is to be taken to admonish the trustee, all trustees must be present before a vote can be taken to take such action.
(a) The chair may propose procedures to facilitate the Board meetings, so long as those procedures do not conflict with these bylaws.
(b) The chair or designee shall provide a copy of the proposed procedures to the Board in advance of the Board meeting and may make a motion for the adoption of the procedures.
(c) Procedures may be approved by a majority of the trustees present at a Board meeting.
(d) Upon approval by the Board, the procedures will go into effect at the next Board meeting, unless otherwise specified by the Board.
(e) Board procedures shall be posted on the Board webpage.
(a) The President is the chief executive officer of the College and is directly responsible to the Board for the entire administration of the College.
(b) The President shall attend all meetings of the Board, except those involving discussions of the President’s personal position as president, compensation, evaluation or other closed session of the Board for which the chair determines the President should not be present.
(c) The President shall recommend the discharge of employees for good cause; however, any employee with tenure shall be given reasonable notice of the grounds for dismissal and an opportunity to be heard.
(d) At each regular meeting of the Board, the President shall make a report. After the conclusion of each academic year, the President shall prepare a written report for distribution to the trustees and to state agencies and interested individuals.
(e) The President shall preside at all formal exercises of the College. The President or designee shall represent the College at professional meetings, formal occasions at other colleges, and important state and county functions.
(f) The President is charged by the Board with preparation of an annual budget, for the Board’s approval, presentation to the county council and the receipt and expenditure of all budgeted funds under an adequate accounting system. The President shall ensure that the College’s receipts and expenditures are audited by an independent auditor after the end of each fiscal year.
(g) The President shall recommend to the Board policies to be acted on by the Board, including, but not limited to, the following: tuition, fees, admission requirements, approval of curricula and academic standards, after consultation with the faculty, rank and salary for faculty members, provisions for tenure, conditions governing the appointment and discharge of faculty and staff, conditions of employment, salaries, leave, and related items, of all other employees.
The Board will constitute a committee of the whole for the consideration of the normal and regular items concerned with instruction and personnel, educational policies and curriculum, and fiscal affairs.
The Board shall establish each year an Audit Committee, which shall consist of three (3) trustees assigned by the chair. The chair serves as an ex officio member of the Audit Committee. The Audit Committee shall charge the auditor to conduct a yearly audit for the finances of the College. The Audit Committee’s responsibility shall be to act as a liaison between the Board and the outside auditors to ensure the financial integrity of the College.
(a) The chair is empowered to appoint such committees as the chair or the Board deems necessary to make special studies and reports.
(b) The chair shall be an ex-officio member of ad hoc or subcommittees and shall be provided with copies of reports and materials disseminated by ad hoc or subcommittee members. The chair is not obligated to attend the ad hoc or subcommittee meetings but should be kept informed of their deliberations and meetings.
(c) Ad hoc or subcommittees shall report to the Board as a whole, and any actions must be reported to the Board and brought to the Board for a vote.
While trustees receive neither payments nor honoraria for normal services rendered, trustees may be reimbursed for travel and other necessary expenses involved in special studies or projects.
(a) Any member of the public may submit written testimony for consideration by the Board by submitting such testimony via e-mail to the chair at firstname.lastname@example.org.
(b) Written testimony is limited to two (2) pages.
(c) Upon receipt of written testimony, the chair will forward the public testimony to the other trustees and to the President.
(d) As the Secretary of the Board, the President will maintain a copy of all public testimony at least one (1) year from receipt of the testimony.
(e) Public testimony is subject to disclosure under the Maryland Public Information Act, unless an exception applies.
(a) These bylaws shall supersede all prior versions of the Board bylaws in effect on the date of adoption.
(b) The Board retains the authority to interpret these bylaws and any rules, regulations or procedures adopted by the Board and their effect by affirmative vote of a majority of the entire Board at any regular meeting or at any special meeting called for that purpose. In making such an interpretation, the Board may consider the recommendation of the staff, advice of counsel, or the comments of any other person, as the Board deems appropriate.
(c) Any of these bylaws may be altered or repealed and new bylaws may be adopted at any regular meeting or at any special meeting called for that purpose upon the affirmative vote of two-thirds (2/3) of all trustees. Such changes shall take effect immediately upon final approval and shall be construed prospectively.