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1.1000 LEGAL STATUS OF THE BOARD OF TRUSTEES
1.1010 Official Name
The official name of the county college, established under and by virtue of the laws of the State of New Jersey, shall be Brookdale Community College (hereinafter sometimes referred to as “College” or “the College”).
1.1020 Corporate Title
The Board of Trustees shall be a body corporate and shall be known as the “Board of Trustees of Brookdale Community College,” (hereinafter sometimes referred to as the “Board”).
1.1030 Corporate Seal
The corporation shall have a seal, the form and design of which shall be adopted by the Board of Trustees and the custody of which shall be with the Secretary and/or Assistant of the Board of Trustees.
1.1040 Construction and Application
These Bylaws are a general statement of the powers and duties of the Board of Trustees (“Board”) and in no way limit the authority of the Board. Notwithstanding anything contained in these Bylaws, the Board of Trustees retains full authority to modify these Bylaws, in whole or in part, and to otherwise establish policies for conducting the affairs of the College.
1.2000 ORGANIZATION OF THE BOARD
1.2010 Composition of the Board of Trustees
The Board of Trustees consists of twelve voting members. One member is elected from the graduating class appointed in accordance with the laws of the State of New Jersey. The President of the College shall be an ex-officio member of the Board, but without vote. The Executive County Superintendent of Schools shall be an ex-officio member.
The Board of Trustees derives its authority from New Jersey Statute 18A:64A-1 et seq. The Board is subject to provisions of the Constitution of the State of New Jersey, the Regulations and Standards for New Jersey Community Colleges, and its own policies. The rules contained in the current edition of Robert’s Rules of Order Newly Revised and as may be further revised from time to time, shall govern the Board of Trustees in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board of Trustees may adopt, and any statutes applicable to the College that do not authorize the provisions of these Bylaws to take precedence, under direction of legal counsel.
1.2030 Oath of Office
Each Trustee, prior to taking a seat on the Board of Trustees, shall take and execute the following oath of office:
“I, , do solemnly swear that I will support the Constitution of the United States and the Constitution of the State of New Jersey and that I will faithfully discharge the duties of the office of Trustee of Brookdale Community College according to the best of my ability.”
1.2040 Individual Members of the Board
The responsibilities of the Board designated in this section, and such other responsibilities and powers of the Board as are or may be designated in these Bylaws, pertain to the Board as such and not to its members individually. No member of the Board has or shall assume power or responsibility to make decisions affecting the College, the Board, or its agents except as that power or responsibility has been specifically delegated to him/her by the Board.
1.2050 Duties, Powers and Responsibilities
Each Trustee shall endeavor to devote time, thought and study to his/her duties and responsibilities as a member of the Board of Trustees so as to render effective and creditable service.
The Trustee shall attend all Board Meetings, either in person, by phone or video conference, missing rarely and only when necessary. Trustees shall serve on at least one (1) Board committee. The Trustee will be prompt in attendance and an active participant in discussions, allowing no distractions during meeting times to interfere in Board discourse.
The Board of Trustees, responsible to the people of Monmouth County and sensitive to their hopes, ambitions, and needs, shall have the legislative responsibility of formulating broad public policy for community college education in Monmouth County. Trustees shall engage in an ongoing program of Board Professional Development. The College shall provide information, orientation, and training to each of the Trustees on the legal and ethical responsibilities of a member of the Board. As the policy-making body of the College, the Board shall be charged with the oversight and control of the College. The formulation and adoption of written policies shall constitute the basic method by which the Board exercises this leadership in the operation of the College.
The Board of Trustees, in addition to such other powers expressly granted to it by law, is hereby granted the following powers:
a. To adopt and periodically review and, if necessary, amend the Mission Statement of the College;
b. To adopt or change the name of the College;
c. To adopt and use a corporate seal;
d. To sue and be sued;
e. To determine the educational curriculum and program of the College consistent with the programmatic mission of the institution or approved by the Commission on Higher Education;
f. To appoint and fix the compensation and term of office of a President of the College who shall be the executive officer of the College and an ex officio member of the Board of Trustees;
g. To appoint, upon nomination of the President, members of the administrative and teaching staffs and fix their compensation and terms of employment subject to the provisions of N.J.S.18A:64A-13;
h. To appoint or employ, upon nomination of the President, such other officers, agents and employees as may be required to carry out the provisions of these bylaws and to fix and determine their qualifications, duties, compensation, terms of office and all other conditions and terms of employment and retention;
i. To fix and determine tuition rates and other fees to be paid by students;
j. To grant diplomas, certificates or degrees;
k. To enter into contracts and agreements with the State or any of its political subdivisions or with the United States, or with any public body, department or other agency of the State or the United States or with any individual, firm or corporation which are deemed necessary or advisable by the Board for carrying out the provisions of these Bylaws and the provisions of N.J.S.A. 18A:64-1, et seq.;
l. To accept from any government or governmental department, agency or other public or private body or from any other source, grants or contributions of money or property which the Board may use for or in aid of any of its purposes;
m. To acquire (by gift, purchase, condemnation or otherwise), own, lease, use and operate property; whether real, personal or mixed, or any interest therein, which is necessary or desirable for College purposes;
n. To determine that any property owned by the College is no longer necessary for College purposes and to sell the same at such price and in such manner and upon such terms and conditions as shall be established by the Board;
o. To exercise the right of eminent domain, pursuant to the provisions of Title 20, Eminent Domain, of the Revised Statutes, to acquire any property or interest therein;
p. To make and promulgate such rules and regulations, not inconsistent with the provisions of these Bylaws or with the rules and regulations promulgated hereunder or with the provisions of N.J.S.A. 18A:64-1, et seq.;which may be reasonably necessary or incidental to the establishment, maintenance and operation of a county college; and
q. To exercise all other powers, not inconsistent with the provisions of these Bylaws or with the rules and regulations promulgated hereunder which may be reasonably necessary or incidental to the establishment, maintenance and operation of a county college; and
r. To establish and maintain a dedicated reserve fund for minor capital needs which in any given year shall not exceed 3% of the replacement value of Brookdale’s physical plant.
s. Monitor and assess their own performance as Board Members, annually completing a Board of Trustees’ Evaluation to include items such as Board Organization, Institutional Performance, Board Leadership and Board Performance.
t. To hire outside professional experts to provide advice and counsel regarding its essential functions, duties and responsibilities
1.3010 Who Shall Serve
The members of the Board shall be appointed and serve under the provisions of those as proscribed by N.J.S.A. 18A:64A-8, N.J.S.A. 18A:69A-9 and these Bylaws.
1.3020 Voting and Non-Voting Members
a. The President of the College shall serve as a non-voting ex officio Member of the Board. The President shall serve in such capacity from the time of his/her swearing in until his/her termination as President of the College. No hold over of such Board position is permitted.
b. The Graduating Student Trustee selected from the graduating class shall serve as a voting member of the Board of Trustees for a term of one (1) year commencing at the first meeting of the Board in July following graduation of his/her class. The Board of Trustees, at their discretion, may permit voting rights to the Graduating Student Trustee. No holdover of the Graduating Student Trustee position is permitted.
c. The Executive County Superintendent of Schools shall serve as a voting member of the Board and shall serve in such capacity from his swearing in until his termination as the Executive County Superintendent. No hold over of such Board position is permitted.
d. The two (2) Governor’s Appointees shall serve as voting members of the Board and shall be sworn into such office as soon thereafter as possible following his/her appointment. The Governor’s appointees to the Board shall serve for a four (4) year term. The Governor’s appointees shall serve until he/she is replaced by action of the Governor.
e. The eight (8) Freeholder Appointees shall serve as voting members of the Board and shall serve as Trustees until the end of his or her term. The Freeholder Appointees to the Board shall serve for a four (4) year term. A Freeholder appointee may hold over at the end of his/her expired term until the Board of Chosen Freeholders selects his/her replacement. Once the replacement Trustee is selected, the outgoing Trustee shall immediately cease serving in a hold over capacity.
1.3030 Officer Titles
The Officers of the Board shall be a Chair and a Vice Chair elected from its membership. The President of the College shall be Secretary of the Board.
1.3040 Manner of Election of Officers and Term of Office
The Chair and Vice Chair of the Board shall be elected annually at the annual meeting of the Board held during the month of November. They shall assume office immediately upon election and shall serve for a period of one year or until a successor is elected and qualifies. Both Officers shall be elected by a simple majority of the votes cast at the annual meeting. Vacancies in office that may occur after the annual meeting shall be filled by election at the next regular meeting after the vacancy shall have occurred. The new office holder will serve for the remainder of the unexpired term.
1.3050 Duties and Responsibilities of the Officers of the Board
1.3051 Chair of the Board
a. To preside at all meetings of the Board and to decide on questions of order as well as the right to vote;
b. To make the final decision regarding Trustee appointment to committees and to appoint the Chair and Vice Chair of any Committee where the full Board of Trustees do not come to agreement about committee Selection;
c. To execute all contracts and other documents legally requiring the signature of an authorized representative of the Board;
d. To serve as an ex-officio member of all committees of the Board;
e. To call special meetings of the Board as required;
f. To recommend appointments of individuals to the Board of Trustees of the Brookdale Community College Foundation, according to its Bylaws;
g. To discharge such other functions as may be prescribed by law or delegated to the Chair by the Board;
h. To coordinate all Board activities and ensure that all Board directives and policies are fulfilled.
1.3052 Vice Chair of the Board
a. To act for the Chair on request of the Chair or in the Chair’s absence;
b. To discharge such other functions as the Chair may delegate;
c. For purposes of a quorum, to serve as an alternate ex-officio member when the Chair is unavailable, on all committees of the Board.
1.3053 Secretary of the Board
a. Ensure written notification (of all meetings to all members of the Board;
b. To be responsible for recording, preparing, and distributing to all members of the Board the minutes of all regular and special meetings of the Board;
c. To ensure protocols are in place for custody of the corporate seal of the College, and its use on official documents, and to attest the same by his/her signature;
d. To be responsible for the oversight of all official records and documents belonging to the Board;
e. To cause to have prepared and maintained an indexed compilation of all Bylaws and amendment thereto and a copy of the policies of the Board and all amendments thereto, the whole of which shall be known as the Policies of the Board of Trustees of Brookdale Community College;
f. To be responsible for oversight of official correspondence of the Board and issuance of all of its orders;
g. To be responsible (give such) for public notices of Board actions as may be required by statutes, bylaws, or resolutions of the Board;
h. To perform such other duties as may be required by law or delegated to him/her from time to time by the Board
1.3054 Chief Executive Officer
The President of the College shall be the Chief Executive Officer of the College through whom the Board carries out its program and exercises its policies. The President may delegate to subordinate officers or employees of the College such powers as he/she may deem appropriate to be exercised under his/her supervision and direction.
Within the framework of policies adopted by the Board, the President shall exercise discretionary authority in carrying out the responsibilities of the position. He/She shall perform the following functions:
a. To inform the Board of all actions taken under authority delegated to him/her;
b. To advise the Board in all areas of policy and to make recommendations on all matters that affect the College;
c. To make nominations to the Board for the appointment of administrative and teaching staffs and such other officers, agents and employees as may be required to carry out the provisions of N.J.S.A. 18A:64A-1 et seq.;
d. To prepare and submit to the Board an annual budget and budget revisions;
e. To be responsible for the formulation of all reports as may be required by the Board and by local, state, and national agencies;
f. To issue administrative regulations and procedures designed to implement Board policies;
g. To represent the College to the community, in cooperation with the Board and the staff, by interpreting the College’s programs to the public, students and parents, the press, and community organizations;
h. To execute contracts and other documents that do not require a Board resolution (i.e. emergency agreements) and to execute contracts and other documents approved by the Board if expressly authorized by the Board;
i. To prepare and submit to the Board an annual report on the operation of the College, including recommendations for the immediate and long-range development of the College;
j. To serve as the official channel for all contacts between staff members and the Board, and the Board and staff members;
k. To act as the chief administrator of the College, responsible for the organization of the College and for all executive and administrative duties in connection with the operation of the College;
l. To propose the shape of and maintain the educational program of the College, recommending to the Board from time to time such changes in programs and services as he/she deems desirable to fulfill the stated mission of the College;
m. To designate, subject to Board approval, an administrative officer of the College to serve as Acting President during his/her absence;
n. In emergencies, to initiate an emergency purchase, defined as the need for supplies and/or services to the extent that if not procured immediately, serious safety, financial or operational loss will occur. An emergency purchase does not necessarily negate the use of competition, but dictates rather than normal purchasing procedures cannot be followed. The President will provide justification in writing for the emergency purchase to the Chair of the Board as soon as possible.
1.4010 Appointments to Standing Committees
Membership on standing committees of the Board of Trustees, except as otherwise herein expressly provided shall consist of five Trustees, including the Chair of the Committee. The Board Chair is an ex- officio member and the Vice Chair serves as an alternate to the Board Chair as an ex-officio voting member for purposes of a quorum.
As soon as reasonably practical, following the election of the Chair and Vice Chair, the full Board of Trustees shall meet to discuss Trustee assignments to standing committees, subcommittees, and any other appointed positions. The process of committee selection shall be open and collaborative and include all Board members
If the Trustees do not agree on committee selections, the Chair-Elect shall have the right to make a final decision regarding all Trustee appointments and appoint the Chair of the Standing Committees.
Standing committees are advisory in nature. Such appointments shall be made annually at the organizational meeting of the Board of Trustees. A member of each
standing committees shall serve for a term of one (1) year or until his/her successor has been appointed.
A member of the Nominating Committee cannot nominate themselves for an officer position.
The Board Chair shall fill all vacancies in Committees that occur after the annual reorganizational meeting in his/her sole discretion. If a Committee Chair resigns prior to the end of a term, the Board Chair, in his/her sole discretion, shall appoint a replacement Chair.
1.4020 Executive Committee
The Executive Committee shall consist of the Chair, Vice Chair, Chair of the Finance Committee and two Trustees appointed by the Chair. The President of the College shall serve ex-officio and act as Secretary of the Committee. The Chair of the Board shall serve as Chair of the Executive Committee.
The Executive Committee shall, in consultation with the President, develop the Agenda for Board Meetings.
The Executive Committee shall meet prior to each regular meeting of the Board or at any other time as may be requested by the Chair or President.
In the event the Chairman, after consultation with the President, determines that it is not feasible to have a meeting of the Board of Trustees to deal with an emergent situation, the Executive Committee is empowered to take action on behalf of the Board when failure to act would have a deleterious effect on students or the operation of the College. Such action taken by the Executive Committee will be binding on the Board. An emergent situation is defined as a situation which endangers lives, property, or the continuation of a vital program.
The Executive Committee shall, to the extent possible, be available to the President for discussion and consultation. In an emergent situation, the President shall utilize the following order of contact:
a. First, the Chairman;
b. If the Board Chairman’s is unavailable then the Board Vice Chairman; and
c. If neither the Chairman nor Vice Chairman are available, the President shall contact any other member of the Executive Committee.
1.4030 Finance and Facilities Committee
The Finance and Facilities Committee shall meet a minimum of four times per year or as may be requested by the Committee members. Prior to action by the Board of Trustees, the Committee shall duly consider all matters and review all recommendations of the President and report to the Board of Trustees concerning the following:
a. Development of all fiscal policies of the Board;
b. Annual budget and revisions, including advocacy for same at the County and State levels;
c. Long-range fiscal requirements for operation and development of the College to ensure long term fiscal stability and prosperity of College;
d. Review of public contracts within the statutory limits of the County College Contracts Law;
e. Development of all buildings and grounds policies;
f. Facilities Master Planning for the College;
g. Requirements for buildings and grounds, both temporary and permanent, including architectural plans;
h. Development of a master plan for capital improvements and repairs;
i. Development of a plan to minimize/eliminate the use of College surplus for regular budget purposes; and
j. Such other matters as shall be referred to it by the Board of Trustees.
1.4040 Governance Committee
The Governance Committee shall meet a minimum of four (4) times per year or as may be requested by the President, the Board Chair or the Committee Chair. Prior to action by the Board of Trustees, the Committee shall duly consider all matters and review all recommendations of the President and Board Members, and report to the Board of Trustees concerning the following:
a. Facilitation of the development of annual Board self-evaluation tool and criteria,
b. Facilitation of development of annual goals for the Board, ,
c. Timely development of an evaluation tool for the President’s evaluation per schedule in her/his contract,
d. Facilitation of process for evaluation of President,
e. Facilitation of development of annual goals for the President, and ,
f. Development of Board professional development program,
g. Evaluation of Board composition and gap analysis.
h. Any other matters referred by the Board of Trustees.
1.4050 Policy and Education Committee
The Policy and Education Committee shall meet a minimum of four (4) times per year or as may be requested by the President, Board Chair or Committee Chair. Prior to action by the Board of Trustees, the Committee shall duly consider all matters and review all recommendations of the President and report to the Board of Trustees concerning the following:
a. Formulation of Board Policies;
b. Revision of Board Policies as required by changes in federal, state, and/or local laws;
c. Review of College Regulations which are designed to implement the Policies of the Board of Trustees;
d. Maintenance of Board Policies
e. Formulation of mission and goals of the College;
f. Formulation of current and future objectives to be accomplished and programs of implementation in the areas of curriculum, student development, and community development;
g. Review and evaluate progress in the above areas; and
h. Any matters referred by the Board of Trustees.
1.4060 Audit Committee
The Audit Committee:
a. The Audit Committee shall be comprised of four (4) Board members and shall meet a minimum of four (4) times per year. Except for the Board Chair, who may serve ex officio on the Finance Committee, none of its members shall be members of the Finance Committee nor shall any ex officio membership exist between members of the Audit Committee and any other Committee of the Board of Trustees;
b. Shall consider all matters referred to it by the Board, any member of the College community, and the Director of Internal Audit;
c. Shall advise the Board of Trustees concerning all appropriate audits and accounting matters;
d. Meet alone at least twice each year with the College’s independent auditors to
e. Review and approve the audit plan for the current fiscal year, and to receive their report on their findings at the conclusion of the annual audit of the College;
f. Shall be furnished, directly by the Vice President for Business and Finance, with reports on any significant fiscal matters of the College;
g. Shall be kept informed by the Officers of the College of any irregularities, reported ethics matters or other need for changes in fiscal procedures which may become known to them;
h. Shall oversee internal and external audit activities including the recommendation for the appointment of the College’s Internal Audit Director, and the recommendation for the appointment of the external audit firm;
i. Oversee external financial reporting;
j. The Audit Committee Chair may permit the Board Chair or Vice Chair to attend Audit Committee meetings. The Audit Committee Chair shall have the right, in his/her discretion, to request that the Board Chair or Vice Chair be excused from an Audit Committee meeting.
1.4070 Bylaws Committee
The Bylaws Committee shall meet as needed but no less than one(1) time per year on an as needed basis at the discretion of the Chair of the Committee or at the request of the Chairman of the Board and;
a. Shall review, create and improve the Board’s Bylaws and ensure its compliance with Law and Rules.
b. Refer any Bylaw changes to the Board Counsel for review.
c. Review any Bylaw changes requested by the Board.
d. Propose any changes to the Bylaws to the Board.
1.4080 Nominating Committee
The Chair of the Board shall appoint a Nominating Committee. The Nominating Committee shall consist of three (3) voting members. It shall be the duty of the
Nominating Committee to bring the names of a potential Chair and a Vice Chair to the Board for discussion at the October Board meeting and to offer in nomination the Chair and Vice Chair at the annual meeting of the Board in November.
Persons seeking office shall be prohibited from serving on the Nominating Committee. No member of the Nominating committee may nominate themselves for a position.
1.4090 Ad Hoc and Study Committees
The Board Chair may establish and dissolve such ad hoc committees as he/she deems necessary from time to time to secure and promote the welfare of the College and to assist the Board of Trustees in the performance of its functions. Any such committee shall serve in an investigative, advisory, or recommending capacity only. Ad Hoc Committees are advisory in nature.
1.4100 Board of School Estimate
In accordance with the provisions of New Jersey Statute 18A:64A-15, the Chair of the Board of Trustees and the Chair of the Finance Committee shall be the College’s representatives to the Board of School Estimate. In the absence of the Chair of the Board of Trustees, the Vice Chair of the Board shall so serve. In the absence of the Chair of the Finance Committee, a Trustee shall be appointed by the Chair of the Board of Trustees to serve on the Board of School Estimate.
1.4110 Community Advisory Committees
The Board of Trustees may establish from time to time, as deemed necessary and desirable, Advisory Committees to assist the Board in the determination of community needs. Members of Advisory Committees shall be appointed by the Chair of the Board after consultation with the President and with the approval of the Board of Trustees. The Chair of the Board shall designate the Chairs of such Community Advisory Committees.
1.5000 MEETINGS OF THE BOARD OF TRUSTEES
1.5010 Annual Meeting
The annual meeting (organizational meeting) of the Board of Trustees shall be held in November as required by the provisions of New Jersey Statute 18A:64A-10 and in accordance with these Bylaw provisions relating to the election of the Chair and Vice Chair. The agenda for the annual meeting shall be as follows:
a. Election of officers;
b. Discussion of appointment of standing committees;
c. Discussion of establishment of a regular meeting schedule;
d. Designation of official media for public notification;
e. Annual report of the College,
f. Such other matters as the Board of Trustees deems appropriate.
1.5020 Public Business Meetings
Public Business meetings of the Board shall be held monthly, unless the Board decides to eliminate a monthly meeting, on a day, hour, and at a place to be fixed and determined at the annual meeting. A Public Business meeting can be established for any other date than that fixed at the annual meeting, provided that the same shall be fixed by the Board Chair, for a day not less than seven days following the notice for such other date.
Trustees may attend and vote at the scheduled Public Business monthly meetings of the Board of Trustees or any other meeting by telephone conference or video conferencing methods.
When practical, any Trustee who is to participate in any meeting via telephone or video conferencing shall inform the Board Secretary of his/her desire to participate in the meeting via telephone or video conferencing in sufficient time for the appropriate meeting materials and information to be provided to the Trustee for effective participation in the meeting. If the Board Chair is to participate by telephone or video conferencing, then the Vice Chair, if physically present at the meeting, shall chair the meeting. If neither the Chair nor Vice Chair is physically present at the meeting, then the Chair of the Finance and Facilities Committee, if physically present, shall chair the meeting. If neither the Chair, Vice Chair nor Chair of the Finance and Facilities Committee are physically present at the meeting, the Chair of the meeting shall be selected in alphabetical order among those physically present at the meeting.
1.5030 Special Meetings
Special meetings shall be called by the Chair or upon written request by four Trustees, or by the President when approved by the Chair. The notice of any such meeting shall specify the matter(s) to be considered at said meeting. No other matters shall be considered at said meetings.
All Trustees may attend special meetings of the full Board of Trustees by telephone conference or video conferencing methods. Trustees must inform the Brookdale Administration that they are planning to attend a meeting remotely with sufficient time for the administration to provide appropriate data to the Trustee for effective participation in the meeting.
1.5040 Committee, Subcommittee, Working Group and Ad Hoc Committees of the Board
All Trustees may attend the meetings of their assigned committee and/or subcommittees by telephone or videoconferencing methods. Trustees must inform the Brookdale Administration that they are planning to attend a meeting remotely with sufficient time for the administration to provide appropriate data to the Trustee for effective participation in the meeting. Any committee meeting of the Board with a quorum expected in attendance will be noticed, pursuant to the Open Public Meetings Act.
1.5050 Adjourned Meetings
Adjourned meetings may be held as the business of the Board of Trustees requires. At the time of adjournment, the time, date, and place of the continuation of the meeting shall be determined and announced, which said date shall not be less than 48 hours after the meeting which shall be adjourned.
1.5060 Executive Sessions
Executive sessions of the Board may be held to discuss any subject permissible under the provisions of the Open Public Meetings Act provided that a resolution shall be adopted by the Board at a public meeting stating the general nature of the subject to be discussed and stating as precisely as possible the time when and the circumstances under which the discussion conducted in executive session can be disclosed to the public, pursuant to the Open Public Meetings Act. The Board shall take no formal action during an Executive Session of the Board.
1.5070 Meetings in General
All Public Business meetings of the Board, except executive sessions, shall be open and accessible to the public. The Public may be heard on Board Agenda topics at the start of all Public Board meetings, and also heard on all other College matters at the end of all Public Board meetings. The Chair of the Board shall oversee the process of public comment. All meetings of the Board of Trustees and committees thereof are conducted within the provisions of the Open Public Meetings Act. The Board reserves the right to go into executive session at any time during a public meeting as necessary within the provisions of said Act.
1.5080 Notice of Meetings
The schedule of regular meetings adopted at the annual meeting shall be mailed to the official media, prominently posted in at least one public place reserved for such announcements, and filed with the Clerk of Monmouth County and all others who have duly requested a copy of same. Notice of any revision of said schedule of regular meetings shall likewise be given within seven days following such revision.
Forty-eight hours’ notice of other meetings of the Board of Trustees or committees thereof shall be given in the same fashion as provided for notice of the schedule of regular meetings, which notice shall give the date, time, location, and, to the extent known, the agenda of such meeting. Such notice shall also state accurately whether formal action may or may not be taken.
Upon the affirmative vote of three-quarters of the members present, the Board of Trustees or the Executive Committee may hold an emergency meeting, notwithstanding the failure to provide the above notice, if such meeting is required in order to deal with matters of such urgency and importance that a delay for the purpose of providing for such notice would be likely to result in substantial harm to the public interest. Such meeting shall be limited to discussion of and acting with respect to such matters of urgency and importance. Notice shall be given as soon as possible after the calling of such meeting.
A majority of the Trustees shall constitute a quorum for the transaction of business at regular and special meetings. A smaller number may call the roll, record the names of absentees, and adjourn to meet at a specified future time. A majority of the members of a committee shall constitute a quorum for the transaction of committee business.
1.5100 Majority Vote
An affirmative vote of a majority of all Trustees present at regular, special, and committee meetings shall be required for the passage of any motion, except where otherwise provided by law, the Regulations and Standards for the New Jersey Community Colleges, or by the provisions of these Bylaws.
1.5110 Reconsideration of Vote
The reconsideration of a vote shall be moved only by a Trustee who voted with the majority and only at the same meeting at which the vote was taken. If the motion to reconsider prevails, the matter under consideration shall be decided at that or the next regular meeting, and the matter as thus finally decided shall not be revived within a period of six months unless by consent of a two-thirds majority of the Board.
A draft agenda shall be prepared by the President, after consultation with the Board Chair and Executive Committee, and distributed to Board Members within five days prior to a meeting to allow the provision of notices required hereunder. A final agenda will be adopted by the Board at or soon after the start of public Board meetings; the Board may make any changes it wishes before voting to adopt it. Items that are not on the agenda may be considered by consent of the majority of the Trustees present at the meeting.
The Board will meet in Workshop, Executive and Regular Sessions as appropriate. Workshops will operate with a Consent Agenda whereby routine and/or actions or decisions of less significance in Finance, Human Resources, and Grants will be authorized to proceed for action at the Regular Meeting. An item may be moved from the Consent Agenda upon consensus of the Board and acted upon separately.
1.5130 Parliamentary Rules
Robert’s Rules of Order, Revised, shall be followed in conducting the meetings of the Board except as otherwise provided by the Board. College Counsel shall act as Parliamentarian at Board meetings.
1.5140 Minutes of Meetings
Minutes of regular and special meetings of the Board and of the Executive Committee are public records. Written minutes shall be distributed to the Board and such other persons as the Board may designate and shall be posted at the College. The Minutes shall be available to any person and shall be kept on file at the College as a permanent record of official actions of the Board.
The minutes shall record the names of the members present, the subjects considered, the actions taken, and the vote of each member. A Trustee voting on an issue may state his/her reasons and have them recorded in the minutes if he so requests at the time of voting.
Minutes of executive sessions from which the public is excluded pursuant to the Open Public Meeting Act, N.J.S.A. 10:4-14 shall likewise be documented and shall be disclosed to the public in accordance with the Open Public Meetings Act when the subject of discussion in executive session no longer requires confidentiality.
Minutes shall be recorded of all committee meetings which shall contain the names of the members present, the subjects discussed, and the recommendations to be made, if any.
1.5150 Appearances and Hearings before the Board
The Public may be heard on Board Agenda topics at the start of all Public Board meetings, and also heard on College matters at the end of all Public Board meetings. All meetings of the Board of Trustees and committees thereof are conducted within the provisions of the Open Public Meetings Act.
The public has the right to speak at a public meeting of the Board; speakers will be treated consistently as to time to comment and manner of comment. How much time is allowed for each speaker, the timing of the comment within the meeting’s framework, and determination of whether comments are permitted at a particular meeting, are all within the discretion of the Chair of the Board. Any individual or group may petition the Board for a Hearing before the Board and an opportunity to be heard on any subject that lies within the Board’s jurisdiction by contacting the Administrative Assistant to the Board, who will advise of the Board Meeting dates or arrange for a Hearing before the Board.
In the case of Legal and/or Contractual Matters requiring a Hearing before the Board, the applicant for such a hearing shall file with the Administrative Assistant to the Board a written request, together with the question or topic for discussion or presentation, at least 48 hours prior to the scheduled Meeting and/or Hearing.
1.6000 CHANGES IN BYLAWS AND POLICIES OF THE BOARD
1.6010 Amendments to the Bylaws
These Bylaws may be revised, repealed, or added to by a majority vote of all the Trustees then in office at any regular or special meeting of the Board duly convened, provided that the proposed amendment shall have been presented in writing at a previous regular meeting of the Board and have been previously reviewed by the Bylaws Committee.
1.6020 Lodging of Policy
No matter of policy shall be submitted to the Board for approval or placed on a regular or special meeting agenda for action by the Board unless it has been presented in writing at a previous regular meeting of the Board. This rule may be waived only by the unanimous consent of those Board members present and voting at the meeting when any such proposed action is contemplated.
The adoption of policy requires the affirmative vote of a majority of all Trustees then in office.
1.7000 MISCELLANEOUS BYLAWS OF THE BOARD
1.7010 Conflicts of Interest
No Board member or employee shall have a direct or indirect interest, financial or otherwise, in a contract with the College or incur any obligation of any nature, which contract or obligation is in substantial conflict with the proper discharge of his/her duties in the public interest as provided by law. It shall be the obligation of each Board member or employee of the College to disclose to his/her immediate superior or to the Board, whichever is appropriate, any personal interest which he/she may have in any business transaction of the College.
N.J.S.A. 18A:64A-9 forbids the full-time and part-time and/or contractual employment of Board of Trustee members’ for a two-year period following the end of their tenure on the Board.
1.7020 External Auditor
An accounting firm shall be retained by the Board to perform any and all accounting and auditing services requested by the Board or required by law.
1.7030 Fiscal Year
The fiscal year of the College shall be from July 1 to June 30 inclusive.
1.7040 General Counsel and Special Counsel
Practicing attorneys-at-law, admitted to the Bar of the State of New Jersey, shall be retained by the Board to render legal services to the College and Board in the roles of General Counsel and Special Counsel when needed. Board General Counsel shall attend all regular meetings of the Board and such other meetings as directed by the Board Chair or Board of Trustees. Any Special Counsel so appointed shall attend such meetings as may be requested by the Board or by General Counsel.
The Board shall require that each of its members as well as employees handling College funds be insured, at College expense, to protect the College from loss sustained through fraudulent or dishonest acts or any act of omission performed in the line of official duty. The amount of the insurance shall be determined annually in the budget process.
The Board of Trustees of Brookdale Community College shall provide every Trustee with appropriate insurance coverage for any good faith activity relating to their service as Trustee. All Trustees shall be indemnified and held harmless for any litigation arising from good faith activities as Trustee. Full legal defense costs shall be provided to all Trustees for any legal action relating to their service on the Board.
I. Title of Policy
Code of Ethics for Trustees of Brookdale Community College
II. Objective of Policy
To establish a Code of Ethics for the conduct of all Trustees of Brookdale Community College.
N.J.S.A. 18A:64A-12; Executive Order No. 65 issued by Governor Codey on November 16, 2005, and Board of Trustee Bylaw 1.7060 Code of Ethics for Trustees of Brookdale Community College.
IV. Policy Statement
The Board of Trustees of Brookdale Community College will comply with the following Code of Ethics:
A. A Trustee should devote time, thought, and study to the duties and responsibilities of a community college trustee so as to render effective and creditable service.
B. As an individual, a Trustee has no legal authority outside of the meetings of the Board and should conduct him/herself accordingly with College staff, local citizens, and facets of the community.
C. A primary function of the Board of Trustees is to establish the policies and the goals of the institution and to audit the performance of the administration in the fulfillment of these policies and the progress towards the goals, but the administration of the College’s operations shall be left to the President and the President’s staff.
D. No College Trustee should accept from any person, directly or indirectly, or through his/her spouse or any member of his/her family any gift, favor, service, employment, or other things of value under circumstances from which it might be reasonably inferred or which he/she knows or has reasons to believe is offered to him/her with intent to influence his/her public duties and responsibilities.
E. No College Trustee should knowingly act in an official capacity, by voting or otherwise, on any College matter in which he/she has an interest.
F. Disclosure of the precise nature of the interest or involvement, at first knowledge of the transaction, should be required in the event that the Board must consider any College matter which also involves:
1. A member of the Board of Trustees or a member of his/her family (defined as spouse, parents, siblings, or children); and/or
2. An organization with which a member of the Board of Trustees is affiliated.
G. Disclosure should be further required of Board members concerning all relationships and business affiliations that reasonably could give rise to a conflict of interest involving the institution.
H. No College Trustee should act as an officer or agent of the College for the transaction of any business with himself/herself or in which he/she has an interest.
I. No College Trustee should willfully disclose to any person or party for pecuniary gain any information not generally available to members of the public which he/she receives or acquires in the course of his/her official duties.
J. No College Trustee should have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity which might reasonably be expected to impair his/her objectivity or independence of judgment, or which is otherwise in substantial conflict with the proper discharge of his/her duties in the public interest.
K. No College Trustee should use or attempt to use his/her official position to secure unwarranted privileges or advantages for himself/herself or others.
L. No College Trustee should act in his/her official capacity in any matter wherein he/she has a direct or indirect interest that might reasonably be expected to impair his/her objectivity or independence of judgment.
M. No member of the Board of Trustees, including the President of the College, nor any member of the immediate families of such officials, shall do business, directly or indirectly, with the institution that they govern or by which they are employed. For purposes of this section, “member of the immediate family” shall mean the official’s spouse, child, parent or sibling residing in the same household.
N. The prohibitions in M, above, shall also apply to any firm, association or partnership by which the College President or Trustee is employed, from which the President or College Trustee receives compensation, or of which the President or College Trustee owns or controls more than one percent of the profits or assets of that firm, association or partnership. Such prohibitions shall also apply to shareholders, associates or professional employees of a professional service corporation regardless of the extent or amount of their shareholder interest in such a corporation.
O. A President or College Trustee who is currently involved in a business relationship that is prohibited by this Policy shall be given 30 days to terminate the prohibited business relationship or to resign from public office. Failure to comply with the terms set forth in sections M through O, above shall constitute good cause for the removal from employment or office of the College President or College Trustee.
P. The Executive Director of the Executive Commission on Ethical Standards is hereby authorized to grant an exception from the terms sections M through O, above, if, in the judgment of the Executive Director, the entity that employs, provides compensation or is owned in part by the College Trustee is one with which the College may contract with pursuant to N.J.S.A. 52:13D-19 and N.J.S.A. 52:34-10, or where the public interest requires that an exception be made.
Q. Violations of this Code of Conduct may also constitute cause for removal of an appointed member of the Board of Trustees pursuant to N.J.S.A. 18A:64A-9 or imposition of other sanctions determined by the Board and/or the appropriate appointing authority.
R. Board members will annually sign a statement affirming the Code of Ethics and their intention to fully comply with same.
S. The members of the Board of Trustees will comply annually with public law with regard to the filing of financial disclosure statements.
The following definitions shall have the following meanings with regard to the Code of Ethics for Trustees of Brookdale Community College:
“College Matter” means any application, award, bid, claim, contract, license, proceeding, resolution or transaction made by, to, against, or with Brookdale Community College or which requires any official action by the Board of Trustees, its officers, or employees.
“College Trustee” means any person who is a member of the Board of Trustees of Brookdale Community College. This includes the President, who by appointment is an ex-officio member of the Board of Trustees.
“Interest” means any personal, financial, economic, property, or other concern amounting to a right, advantage, share, or portion coming either directly or indirectly to a Trustee singularly or in affiliation with any person or party as defined herein.
“Member of the immediate family” will mean the official’s spouse, child, parent or sibling residing in the same household.
“Person or party” means any natural person, association, corporation, estate, partnership, proprietorship, trust, or other legal entity.
Approved: August 1995
Revised: December 2005
Proposed Revision: March 2016
Approved Revision March 2016
APPROVED BY BOT: 4/22/93 1/25/96
APPROVED BY BOT 11/21/13
PROPOSED REVISIONS FOR DISCUSSION: 20 NOV 2014
PROPOSED REVISIONS FOR DISCUSSION MAY 9, 2016
LODGED MAY 17, 2016
APPROVED BY BOT JUNE 21, 2016