Hazard
Community & Technical College
Board
of Directors Bylaws
Approved
by HCC Board - August 27, 1997
Revised
and Approved by HCC Board - April 19, 2001
Revised
and Approved by HCC Board - August 27, 2002
Revised
and Approved by HCC Board - March 25, 2003
Revised
and Approved by HCTC Board - October 2, 2003
Revised
and Approved by HCTC Board - September 1, 2005
ARTICLE
I
1.1
Name . The name of the Board shall be the Hazard
Community & Technical College Board of Directors of the
Kentucky Community and Technical College System.
The permanent mailing address of the Board shall be c/o The
President's Office, Hazard Community & Technical College
, One Community College Drive , Hazard , Kentucky , 41701 .
1.2
Bylaws . In the absence of statutory direction, these
Bylaws shall govern the conduct of the Board of Directors for
the Hazard Community & Technical College , hereinafter
referred to as the "College," under the Kentucky Community and
Technical College System, hereinafter referred to as the "Board,"
which is a board as defined in KRS 164.600, except as provided
in KRS 165.160.
ARTICLE
II
2.1
Purpose . In carrying out its duties, the Board
shall seek to fulfill its mission as established in KRS 164.600
as amended by HB 1, First Extraordinary Session 1997 and Kentucky
Community and Technical College System Board of Regents policies.
Each Board of Directors shall:
a.
Recommend one (1) candidate for the College President
/CEO from three (3) candidates provided by the President of
the Kentucky Community and Technical College System. The President
shall have the authority to make the final appointment and
shall not be bound by the recommendation from the Board of
Directors;
b.
Evaluate the College President /CEO and
advise the Kentucky Community and Technical College President
of the President's/CEO's performance. The President of the
Kentucky Community and Technical College System has final
authority for the appointment and termination of the college
president/CEO;
c.
Approve budget requests for recommendation to
the Kentucky Community and Technical College System;
d.
Adopt and amend an annual operating budget and
submit it through appropriate channels to the Board of Regents
of the Kentucky Community and Technical College System for
approval as to the compliance with its guidelines; and
e.
Approve a strategic plan that are developed in
coordination with local employers, civic leaders, campus constituents,
and other postsecondary institutions in the region and that
is consistent with thestrategic agenda of the General Assembly.
ARTICLE
III
3.1
Membership . As established in KRS 164.600 and as amended
by HB 1, First Extraordinary Session 1997, each Board of Directors
shall consist of ten (10) members, as follows: seven (7) members
appointed by the Governor; one (1) member shall be a member
of the teaching faculty; one (1) member of the staff, and one
(1) member shall be a member of the student body.
a.
Appointed Members. The seven (7) appointed
members shall serve a term set by law pursuant to Section
23 of the Constitution of Kentucky. An appointed member's
term shall be six (6) years.
No
citizen member of the Board of Directors shall be a relative
of any employee of the College under its jurisdiction. A person
who is a member of the Board on July 15, 1998, who is a relative
of an employee of the college may finish out the appointed
term of office but the member may not be reappointed. As used
in this section, "relative" means father, mother, brother,
sister, husband, wife, son, daughter, aunt, uncle, son-in-law,
and daughter-in-law.
b.
Faculty Member. The faculty member shall
be on the teaching or research faculty of the College. He
or she shall be elected by secret ballot of all full-time
faculty members of the College. Faculty members shall serve
for terms of three (3) years and until their successors are
elected and qualified. Faculty members shall be eligible for
reelection, but they shall be ineligible to continue to serve
as members of the Board if they cease to be members of the
teaching staff of the College. Elections to fill vacancies
shall be for the unexpired term in the same manner as provided
for original election.
Teaching
faculty members are defined as those with faculty equivalent
rank who spend less than fifty (50) percent of their time
in administrative responsibilities. For purposes of this section,
assignment as division chairperson, program coordinator, counselor,
or librarian shall not exclude one from eligibility to serve
as an elected faculty member of the Board of Directors.
c.
Staff Member . The staff member
shall be a classified or mid-management employee who does
not hold faculty rank and who does not hold an upper administrative
position. The staff member shall be elected by secret ballot
of all full-time staff members of the College. Staff members
shall serve for terms of three (3) years and until their successors
are elected and qualified. Staff members shall be eligible
for reelection, but shall be ineligible to continue to serve
as members of the Boards if they cease to be members of the
staff of the. An election to fill a vacancy for an unexpired
term shall be held in the same manner as an election to an
original full term .
d.
Student Member . The student
member shall be elected by popular student vote from the student
body of HCTC to serve a term of one (1) year. The student
members shall be a full-time student who maintains permanent
residency in the Commonwealth of Kentucky . If the elected
student is not a full-time student who maintains permanent
residency in the Commonwealth of Kentucky , he/she shall become
ineligible to continue in office and shall be replaced by
an alternate. The alternate will be the student receiving
the second highest vote count in the original election. The
representative shall be elected and named during the spring
term of each year. He/she shall assume office July 1 and shall
serve for a term of one year (1) or until replaced.
3.2
Compensation . The members of the Board of Directors
shall receive no compensation for their services, but shall
be paid for their actual and necessary expenses.
ARTICLE
IV
4.1
Officers of the Board of Directors . The officers of
the Board of Directors shall consist of a Chair, Vice Chair,
Secretary, and such other officers, as it may deem necessary.
The Board Chair may appoint an Assistant Secretary as defined
below in Section 4.3 (d).
4.2
Election and Term . Officers of the Board shall be elected
from the membership at the annual fall meeting and shall serve
a one-year term. In the event a vacancy occurs prior to the
end of the term of an officer, the Board shall hold a special
election to fill the office for the unexpired portion of the
term.
4.3
Duties of Officers .
a.
Chair. The Chair shall preside at all
Board and executive committee meetings, shall serve as an
ex officio member of all committees, and shall have
such other duties as may be prescribed by the Board.
b.
Vice Chair. In the Chair's absence, the
Vice Chair shall perform all the duties of the Chair and shall
have such other duties as may be prescribed by the Board.
c.
Secretary. The Secretary shall maintain
minutes of all meetings of the Board, shall attest to all
documents required to be signed for the Board, shall issue
proper notice of all meetings of the Board, and shall perform
such other duties as may be prescribed by the Board.
d.
Assistant Secretary. The Board Chair may
appoint an assistant secretary of the Board, who shall be
the president of the college or the college president's designee.
Copies of all minutes, papers and documents of the Board may
be certified by the assistant secretary with the same force
and effect as though such certification were made by the Secretary
of the Board.
ARTICLE
V
5.1
Regular Meetings . The Board shall by order at the
first meeting in the fall of each year provide for a schedule
of regular meetings to be held at specified times and places which
are convenient to the public and shall be held in accordance with
applicable open meeting laws of the Commonwealth of Kentucky as
set forth in KRS 62.810. The Fall meeting shall be considered
the annual meeting of the Board of Directors.
5.2
Special Meetings .
a.
Upon the written request of a majority
of the members of the Board or the President/CEO of the College,
the Chair of the Board shall call a special meeting. The special
meeting shall be held within twenty (20) days of receipt by
the Chair of such a written request. A notice specifying the
time, place, and agenda of any special meeting of the Board
shall be mailed by the Secretary to each member of the Board
at least five (5) days in advance of the meeting date; but,
notice of less than three (3) days may be given by telephone
or electronic communication when, in the judgment of the Chair,
an emergency exists. Written notice shall also be posted at
least twenty-four (24) hours before the meeting in a conspicuous
place in the building where the special meeting will take
place, and in a conspicuous place in the building which houses
the offices of the President /CEO of the College. The notice
should also be provided to the news media, which have requested
such notice pursuant to KRS 61.823. All special meetings shall
be held in accordance with applicable open meetings laws of
the Commonwealth of Kentucky as set forth in KRS 62.805.
b.
The Board may transact any or all business that
it may transact at a regular meeting, provided that action
shall be limited to the items listed on the agenda for the
notice of the meeting.
5.3
Agenda .
a.
Distribution . A copy of the agenda for
each regular meeting of the Board, including notice of all
expiring terms on or vacancies in membership of the Board
or its committees, and, insofar as is practicable, copies
of all reports and other materials to be presented to the
regular meeting as a part of the agenda, shall be provided
by the Secretary to each member of the Board at least seven
days in advance of the regular meeting. If practicable, a
copy of the agenda for each special meeting of the Board with
reports and other materials to be presented shall be provided
to each member of the Board as least five days in advance
of the special meeting. Notice to members shall be by mail,
personal delivery, or facsimile transmission as provided for
in KRS 61.823. In no instance shall less than twenty-four
(24) hours notice be given.
Pursuant
to KRS 61.823, notice of regular and special meetings, to
include date, time, and place of the meeting and the agenda,
shall be provided to media organizations, which have filed
a request to receive such notice.
b.
Preparation . The agenda for a regular
or special meeting of the Board shall be prepared by the Secretary
with the approval of the Chair. All requests for inclusion
of a given item on the agenda of a particular meeting shall
be filed with supporting documents, if any, with the Secretary
of the Board.
c.
Additions . Any committee or member of
the Board may request consideration by the Board at any regular
meeting, of any items not on the agenda. Information to be
presented to the Board from interested parties who are not
members of the Board must be provided to the Secretary at
least ten (10) days in advance of the scheduled meeting. The
Chair may waive this requirement at his/her discretion.
5.4
Quorum . A simple majority of the voting members of the
Board shall constitute a quorum for the transaction of business
at Board meetings.
5.5
Power to Vote . All members of the Board may vote on
all matters coming before the Board for consideration, except
that the faculty member and the staff member shall not vote
on faculty and staff compensation matters. No member may vote
by proxy. No vote concerning any matter under consideration
by the Board, or by a committee of the Board, may be cast in
absentia , by mail, telephone or electronic mail.
5.6
Rules of Order . In the event that the governing statutes
or these bylaws are not instructive regarding applicable procedures
the Board shall consult Robert's Rules of Order for
applicable procedures.
5.7
Executive Sessions . All meetings of the Board
shall be open to the public unless, consistent with the requirements
of KRS 61.815, a meeting is closed to the public by a majority
vote of a quorum of the Board in open public session. Any formal
action of the Board must be taken in open session.
5.8
Minutes .
a.
Duties of the Secretary. The Secretary
shall keep minutes of all meetings of the Board; shall file,
index and preserve all minutes, papers and documents pertaining
to the business and proceedings of the Board and shall be
the custodian of all records of the Board and instruments
of the Board. The Secretary shall be responsible for transcribing
the minutes of each meeting within a reasonable time and for
providing a copy for each member of the Board.
b.
Approval. The minutes shall not be considered
official unless and until they are approved by the Board.
c.
Public Record. Pursuant to KRS 61.835,
the minutes shall be open to public inspection no later than
immediately following the next regularly scheduled meeting
of the Board.
5.9
Attendance . Members who are unable to attend at least
seventy-five (75) percent of the regularly scheduled meetings,
including meetings of committees to which they are assigned,
during a state fiscal year should consider resignation from
the Board. No person may attend any meeting of the Board as
a substitute for a Board member, and no person, except a regular
member of the Board, shall be entitled to vote in determining
the action of the Board at any time.
ARTICLE
VI
6.1
Committees . The Board shall establish such
standing and ad hoc committees, as it deems appropriate to discharge
its responsibilities. Each committee shall have a written statement
of purpose, role and scope as approved by the Board, and such
rules of procedure or policy guidelines that it or the Board,
as appropriate, shall approve. Such statements shall be reviewed
annually by each committee.
ARTICLE
VII
7.1
The President /CEO of the College . The President
/CEO of the College shall have full authority and discretion
regarding the use and management of the budget approved by the
Board of Regents for the Kentucky Community and Technical College
System as set forth in Section 101 of KRS 164.350 as amended
in HB 1, First Extraordinary Session 1997.
The
President /CEO shall be the chief executive officer of the College.
The President is responsible for leading the College and the
college's hiring of all employees, implementing all Kentucky
Community and Technical College System Board of Regents policies,
keeping the Board informed on appropriate matters and serving
as the key spokesperson for the college. The President /CEO
has the authority to execute all documents on behalf of the
college and the Board of Directors consistent with Board policies
and the best interest of the college.
ARTICLE
VIII
8.1
Insurance for Directors and Officers. Pursuant to KRS
164.2871, the governing board of the Kentucky Community and
Technical College System is authorized to purchase liability
insurance to protect Directors and Officers of the Board. The
President /CEO shall provide each Director and Officer a copy
of applicable insurance policies covering each Director or Officer
in connection with the defense of any action, suit, or proceeding
to which the Director or Officer may be made a party by reason
of being or having been a Director or Officer.
ARTICLE
IX
9.1
Conflict or Interest . A Director shall be considered
to have a conflict of interest if (1) such Director has an existing
or potential financial or other interest that impair or reasonably
appear to impair such member's independent, unbiased judgment
in the discharge of the President/CEO's responsibilities to
the colleges, or (2) such Director is aware that a family member
or any organization in which such Director or family member
is an officer, director, employee, member, partner, trustee,
or controlling stockholder, has existing or potential financial
or other interests. For purposes of this provision, a family
member is defined as a spouse, parent[s], sibling[s], children,
and any other relative if the latter resides in the same household
as the Director. All Directors shall disclose to the Board any
possible conflict of interest at the earliest practical time.
Furthermore, the Director shall absent himself or herself from
discussions of, and abstain from voting on, such matters under
consideration by the Board of Directors or its committees. The
minutes of such meetings shall reflect that a disclosure was
made and that the Director who has a conflict or possible conflict
disqualified from voting. Any Director who is uncertain whether
a conflict of interest may exist in any matter may request that
the Board or committee resolve the question in the Director's
absence by majority vote. Each Director shall complete and sign
a disclosure statement.
ARTICLE
X
10.1
Amendments . Any provision of these bylaws (except those
required or governed by the Kentucky Revised Statutes) may be
amended or new provisions added by affirmative vote of two-thirds
(2/3) of a quorum of the Board, provided that no amendment or
addition may be adopted unless its substance has first been
introduced at a preceding regular or special meeting of the
Board.
10.2
Suspensions . Any provision of these bylaws
(except those required or governed by the Kentucky Revised Statutes)
may be suspended at any regular or special meeting of the Board
for that meeting by affirmative vote of two-thirds (2/3) of
the quorum of the Board.
Hazard
Community & Technical College Board of Directors Bylaws
approved this18 day of August, 2005
____W.
F. Brashear, III___________ ____9/1/05______________
Chair
of the Board
Date
____Grace
Warrix_______________ _____9/1/05_____________
Secretary
of the Board
Date
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