Sinclair Community College Board By-Laws

The Board of Trustees, consists of eleven (11) members. Nine members of the Board of Trustees shall be residents of Montgomery County, six of whom are appointed by the County Commissioners of Montgomery County and three by the Governor of Ohio. Two members of the Board of Trustees shall be residents of Warren County, one of whom shall be appointed by the Board of County Commissioners of Warren county, and one of whom shall be appointed by the Governor of Ohio. Subject to (A) and (B) below, all members of the Board of Trustees shall perform for Sinclair Community College District all of the powers and duties of boards of trustees of public community college districts as provided in Chapter 3354 of the Revised Code of Ohio and carry out or authorize to be carried out all additional actions reasonably deemed to be necessary and incidental thereto.

A. Trustees from each respective county of the community college district shall have no vote on any of the following matters pertaining to the other county:

Accordingly:

a) Tax levies;
b) Expenditure of revenue from tax levies;
c) Levy-subsidized tuition rates.

B. At all times, on any matter related to community college programming or facilities within one county or the other, both of the following are necessary:

Accordingly:

a) The affirmative vote of a majority of the full membership of the board of trustees;
b) The affirmative vote of at least fifty per cent of the trustees from the affected county.

The Board members have authority only when acting as a Board of Trustees legally in session. No member or officer or employee or committee of the Board of Trustees of Sinclair Community College District shall have the right to act in the name of the Board outside of Board meetings except as specifically authorized to do so by the Board of Trustees.

By the last regular meeting in each fiscal year, the Board shall organize by electing a chair who shall be a member of the Board of Trustees. Preferred qualifications sought in a Board Chair include previous experience in chairing a Sinclair Trustee committee, experience serving on more than one Trustee committee, and significant previous community and organizational leadership outside of Sinclair. A full description of the duties of the Chair of the Sinclair Board of Trustees is maintained in the document “Sinclair Community College Board of Trustees’ Chairperson Position Responsibilities.”

The Board of Trustees shall elect a Secretary and Treasurer of Sinclair Community College District who are not members of the Board of Trustees and who do not have voting authority. The Secretary and Treasurer may, but need not be, the same person. The Secretary and Treasurer shall serve at the pleasure of the Board of Trustees.

The immediate past Board Chair is an officer of the Board serving on the Executive Committee as long as the immediate past Board Chair is a member of the Board or until there is a new immediate past Board Chair to take that officer position.

By the last regular meeting in each fiscal year, the Chair of the Personnel and Curriculum Committee shall call for and gather nominations for the positions of Board Chair and for chairs of each of the committees. The nominations shall then be reviewed by the Executive Committee of the Trustees. If more than one person desires to be considered for Board Chair, an election process shall be managed by the Board Secretary and Board Treasurer. Selection of the committee chairs shall be conducted by the Executive Committee which shall consider nominations and respective term limits.

The Board of Trustees, at the time of selecting or renewing the term of a Board Chair, may at their option, also select and publically announce a Board Chair-Elect. This is to assist in preparing for the eventual succession of the existing Board Chair. The Board Chair-Elect is not automatically installed as the Board Chair, unless the current Board Chair is at the end of the three term limit or resigns, and there are no other candidates for Board Chair. If the Board Chair-Elect wishes to be installed as Board Chair prior to the resignation or three term limit of the existing Board Chair, then, as with any other Trustee who wishes to be considered for selection as Board Chair, an election shall be held by the last regular meeting of a fiscal year to determine the outcome.

The officers shall serve until the close of the organizational meeting of the Board next following their elections and until their respective successors are elected and qualify. A vacancy in any office may be filled for the unexpired term by election by the Board.

The term of the Board Chair and each committee chair shall be one fiscal year. Neither the Board Chair nor any committee chair shall serve in the respective office for more than a total of three full fiscal years in each position.

The Board Chair shall preside at all meetings of the Board of Trustees. In the absence of the Board Chair, a committee chair shall preside in the following rotating order: (a) chair of the finance committee, (b) chair of the personnel and curriculum committee, (c) chair of the strategic linkages committee, and (d) immediate past Board Chair. In the absence of all chairs and the immediate past Board Chair, the Board shall elect a Chair Pro Tempore from the attending members of the Board of Trustees provided that there is a legal quorum to conduct a meeting.

The time and place of regular meetings of the Board of Trustees shall be determined at the organizational meeting by a simple majority of the Board of Trustees.

Special meetings may be called by the chairperson or at the request of not less than three members of the Board of Trustees. Written notice of such special meetings shall be given to each member at least three (3) days prior to the date of said meeting stating the time and place of such meeting and the purpose or purposes for which the meeting is called. Any trustee may waive such notice and by attendance at any special meeting shall be deemed to have waived notice thereof.

A majority of the Board shall constitute a quorum and the Board may act on any matter by a majority vote of its whole membership.

Robert’s Rules of Order shall be taken as the authority in the transaction of business in all matters not defined in the Rules and Regulations.

The officers shall exercise such authority and perform such duties as are usually incidental to their offices and are not inconsistent with these policies and regulations or Chapter 3354 of the Ohio Revised Code. A full description of the duties of the Board Chair is maintained in the document “Sinclair Community College Board of Trustees Chairperson Position Responsibilities.”

The Executive Committee shall consist of the Board Chair and chairs of each standing committee. The Executive Committee serves the full Board of Trustees as an ad hoc committee and, on occasion, may act on behalf of the full Board on specific issues. The Board Chair shall chair the Executive Committee. In the absence of the Board Chair, the same rotation as used in chairing the full Board of Trustees meetings shall be used. The Executive Committee shall lead the process of selecting committee chairs. A full description of the duties of the standing committees of the Sinclair Board of Trustees is maintained in the document “Sinclair Community College Board of Trustees Committee Functions and Responsibilities.”

At any time between annual organizational meetings, the Board Chair may appoint such committees as the Board Chair deems necessary to serve until the next organizational meeting of the Board of Trustees. The chair of all such committees shall be a member of the Board of Trustees. The Board Chair shall be a member of all committees. Non-Board members may be invited to serve as members on such committees. All committees shall be advisory in nature and have no authority to make legally binding decisions for the Board of Trustees except in emergencies or in specific situations where the Board of Trustees has reviewed that situation and delegated a final review and decision to the Executive Committee.

The President and CEO of the College reports to and is employed by the full Board of Trustees. The Board of Trustees delegates to the President of the College the authority to execute contracts and agreements and to represent the Board of Trustees in day-to-day operations as outlined in the Board of Trustee policy most recently described in Resolution 2004-11.

By the end of each fiscal year, the Executive Committee of the Board of Trustees shall seek input from the members of the Board of Trustees on the performance of the President and CEO of the College. The executive Committee, on behalf of the full Board of Trustees, shall annually coordinate and conduct the review of the President’s performance, employment contract, and related terms and conditions of the President’s employment. The initial selection and final termination of the employment of the College President shall be decided by a majority vote of all members of the Board of Trustees and shall not be delegated to any committee or group outside of the Board of Trustees.

A Trustee may resign at any time during the term for which the Trustee was appointed by instrument in writing to that effect filed with the Secretary of the District. Whenever by reason of death of resignation of a Trustee there shall be a vacancy on the Board, the Secretary of the District shall notify the Board of County Commissioners of Warren County and Montgomery County and/or the Governor of the State of Ohio to that effect.

Meetings of the Board of Trustees and its committees shall comply with the state’s Open Meeting Act contained in O.R.C. 121.22. Accordingly:

1. Public knowledge of date, time, place and purpose (regular or special meeting) of all Board and Board committee meetings will be accomplished by at least 24 hour advance notice by:

a) notification of a broad selection of local print, radio and TV media as determined by the College’s Public Information Office;

b) notification of the College community through appropriate internal communication;

c) any public member’s contacting the Public Information Office;

d) any public member’s advance request to the Public Information Office that such notice is desired for all meetings or for meetings dealing with a certain subject(s).

2. The College will prepare and maintain minutes of all Board and committee meetings. Minutes will be available for inspection in the President’s Office no later than ten days after each meeting.

Sub-Section 1. Agenda, Preparation of

Official agendas for all meetings of the Board and its committees shall be prepared by the President of the College and College staff, and as directed by board and committee chairs.

Sub-Section 2. Agenda, Items for Individuals or Citizen Groups

The Board is receptive to presentation of requests, problems, or proposals from individuals or citizen groups.  Request for such presentations will be considered under the following guidelines and process:

1. The requester will submit the request to be placed on the agenda for a regular meeting of the full Board;
2. Such requests shall be made in writing to the President of the College with a brief statement of the topic and purpose no later than seventy-two (72) hours prior to the regular Board meeting date;
3. The President, in consultation with the Board Chair and appropriate committee chair(s), will determine whether the request merits placement on the full Board agenda and will advise the requester whether the presentation will be placed on the agenda prior to the subject meeting;
   and,
4. In recognition of the time and attention required for the full agenda, such presentations should be brief (generally five (5) minutes or less) and to the point.

Amendments to the Rules and Regulations of the Board of Trustees may be submitted at any regular meeting by any member of the Board. A vote shall be taken thereon at the next regular meeting. Amendments may be approved by a simple majority of the membership of the Board.

The Board of Trustees shall have the authority to adopt a seal for the District and for the College and to alter the same or either of them.