Board of Governors Bylaws
Approved February 15, 2007
Article 1: The Board of Governors
The official name of the Board shall be "The Bluefield State College Board of Governors." The Board of Governors and their successors in office are created by the people of West Virginia through the Code of West Virginia as a public body, known as The Bluefield State College Board of Governors, with the power of general supervision and control over the academic and business affairs of the institution. The Board shall consist of twelve members:
*One full-time member of the faculty with the rank of instructor or above duly elected by the faculty;
*One member of the student body in good academic standing, enrolled for college credit work and duly elected by the student body;
*One member of the institutional classified staff duly elected by the classified staff; and
*Nine lay members appointed by the Governor by and with the advice and consent of the Senate. Of the lay members, the BOG shall request of the Governor that one superintendent of a county board of education from the area served by the institution be appointed.
Of the nine members appointed by the Governor, no more than five may be of the same political party. At least six of the members shall be residents of the state. The student member shall serve for a term of one year with the term beginning s on the first day of July. The faculty and classified staff members shall serve for a term of two years with the term beginning on the first day of July and an election held during odd years. The faculty and classified staff members are eligible to succeed themselves for three additional terms, not to exceed a total of eight consecutive years. The appointed lay citizen members shall serve terms of four years each. The appointed lay citizen members shall be eligible to succeed themselves for no more than one additional term.
A vacancy in an unexpired term of a member shall be filled for the unexpired term within thirty days of the occurrence of the vacancy in the same manner as the original appointment or election. Except in the case of a vacancy, all elections shall be held and all appointments shall be made no later than the thirtieth day of June preceding the commencement of the term, except the election of officers for the term beginning in July. The Board of Governors shall elect one of its appointed lay members to be chairperson in June of each year. No member may serve as chairperson for more than two consecutive years.
Other than in the case of written resignation submitted to the Board, each member shall remain in office until a successor has been established by the required process. No lay member of the Board shall be eligible to appointment to any paid employment in the College.
Article 2: Meetings of the Board
The Board shall meet in regular session not less than six times in each fiscal year, and as agreed to by the Board, or at the call of the Chair or the President of the College. The President shall call an emergency meeting of the Board within 10 days upon the written request of any six members of the Board, which meeting shall be limited to the emergency agenda item(s) identified in such a request.
The annual meeting will be held in June of each year.
Meetings will ordinarily be held at Bluefield State College in Bluefield, West Virginia, but may be held at such other times and places as the Board may determine.
A majority of members (7) shall constitute a quorum to do business, but a smaller number may meet and adjourn to some other time or until a quorum is obtained. Telephonic or other real-time means of attending the meeting shall qualify toward the quorum.
The business at each meeting shall be conducted under general parliamentary rules set forth in Robert's Rules of Order as modified by the Board.
The agenda for every meeting of the Board shall be prepared by the President in consultation with the Chair. Any member of the Board of Governors may present to any meeting of the Board any item whether or not the same is on the agenda of the meeting, but no action shall be taken on a non emergency item if not on the agenda.
Meetings of the Board shall be open to the public as provided by law.
Minutes of each meeting of the Board shall be prepared, approved by the Board, and recorded permanently with the signatures of the Chair and Secretary.
Article 3: Voting Procedures
Votes on all matters coming before the Board or any of its committees shall be taken by voice vote, but a role call vote shall be taken upon the motion and second for a role call vote.
Whenever any member participates in a meeting of the Board by telephone or any other means when not physically present at the meeting location, such member(s) shall be individually polled as to each vote of the Board.
No member may vote by proxy.
Article 4: Executive Sessions
By vote of a majority of the members present at any meeting of the Board, and in accordance with the West Virginia Open Governmental Proceedings Act, portions of a meeting may be closed to the public.
No minutes shall be taken of executive sessions of the Board.
No person not a member of the Board shall be in attendance at such executive session except at the direction of the members.
No action may be taken in a closed session of the Board. All action items must be taken in open session.
Article 5: Office and Administrative Support
The principal offices of the Board of Governors shall be the Office of the President, 200 Conley Hall, Bluefield State College, 219 Rock Street, Bluefield, West Virginia 24701.
The President of the College shall provide all necessary administrative support for the Board. Members shall be entitled to reimbursement for expenses necessary for the fulfillment of their duties as Board members, including travel and expense as authorized by the Chair.
Article 6: Officers and Organization of the Board
In June of each year, the members shall elect a Chair from among the nine lay members. In the event of a vacancy in the office of chairperson, the vice chairperson shall succeed to the office of chairperson for the rest of that fiscal year, and shall remain eligible to serve as chairperson in the following fiscal year. The chairperson shall perform such duties as may be prescribed by law or by the regulations and policies of the Board. No member may serve as chair for more than four consecutive years.
In June of each year, the members shall elect a Vice Chair from among the nine lay members immediately following election of a Chair. In the event of a vacancy in the office of Vice Chairperson, the members shall elect a Vice Chair at the next meeting following the occurrence of the vacancy. No limitation shall apply as to the consecutive years of service as Vice Chair. The Vice Chair shall perform such duties as may be prescribed by the Board and shall assume the duties of the chairperson during the latter's absence. If the Vice Chair was to assume the duties of the Chair on a permanent basis, then a special election of the Vice Chair would be held.
The Board shall, as often as necessary, select a president of the College who shall serve at such terms as the Board may establish. The President shall be the sole administrative officer of the Board. The President shall assist the Chair in coordinating the meetings of the Board and shall have the authority and shall perform the duties usually attached to the office as chief executive officer of the College. The President, as the principal executive officer of the College, shall exercise such powers as are inherent in the position in promoting, supporting, or protecting the interests of the College and in managing and directing all of its affairs; may issue directives and executive orders not in contravention of existing Board policies; shall be responsible for all business policies as heretofore enacted or modified or hereafter established subject to the general policies established by the Board; shall instruct the proper administrative officers to prepare an annual budget which upon approval, shall be recommended to the Board; shall be responsible for the preparation of the annual reports of the Board; and shall exercise such other powers, duties, and responsibilities as are delegated or required by the Board of Governors. Whenever any power or duty is assigned to the Board by law or regulation, the President is authorized to act on behalf of the Board, except to the extent restricted expressly by such law or regulation or by a Policy or resolution adopted by the Board. In case of a vacancy in the office of the President, the Board at the time of the announcement that the President is leaving or has resigned, shall elect an Acting President for the interim period who shall exercise the functions of the President as stated in these Bylaws while serving as Acting President.
Article 7: Committees
The Board may appoint committees and prescribe their duties and functions. All committees shall keep a record of their proceedings and shall report to the Board as required. The delegation of any authority of the Board to any committee shall not operate to relieve the Board or any member thereof of any responsibility imposed by law.
All resolutions and all committee reports offered which involve matters for record in the minutes shall be made in writing.
Article 8: Appearances Before the Board
Individual or group representatives who desire to appear before the Board of Governors as a part of the Board's regular agenda shall submit their request to the President prior to the scheduled meeting of the Board. The President, in consultation with the Chair, may either place the requested item on the agenda or reject it, notifying the individual or group of the reasons for his or her decision. The President may refer any such request to the Chair for referral to a committee of the Board.
At each regular meeting of the Board of Governors before regular business the Board shall have a public comment period. Persons wishing to address the Board for a period not to exceed three minutes may register at the Board meeting room during the thirty minute period prior to the commencement of the Board meeting. Registrants will be called upon in the order of registration by the Chair, but public remarks will be limited to a total of thirty minutes at any one meeting. Any person(s) who registered to speak at a meeting but who are not called upon due to the expiration of available time will be placed at the top of the registration list for the next regular meeting. The Board Chair may limit the number of speakers on a given topic.
When deemed proper, the Chair or a majority of the Board may waive these rules and hear any person on any subject.
Article 9: Protocol for Meetings of the Board of Governors
All those in attendance at meetings of the Board of Governors may be asked to identify themselves to the Chair or a designee upon entry to the meeting. Only members of the Board of Governors, the President, and those recognized by the Chair may address the Board.
If space is limited in the meeting room, those with business before the Board of Governors and the members of the press shall have priority over those who are visitors.
No flags, banners, signs, or similar displays by the public shall be permitted in meetings of the Board of Governors.
No person shall cause any disturbance, delay, or interference, or cause any threats thereof at any meeting of the Board of Governors or its committees. Further, no person shall intentionally or through coercion, force, or intimidation, deny or interfere with the right of another to free access or egress from any public meeting.
Visitors to meetings of the Board of Governors shall observe the reasonable requests of the Chair.
Article 10: Organization of the College
For purposes of administration, the President is authorized to determine the organizational structure of the College, subject to the approval of the Board.
Article 11: Relation of Board and the College Faculty, Staff, and Employees
The Board of Governors is committed to the objectives of diversity and pluralism and to the principles of equal opportunity, non-discrimination and affirmative action as reflected in various federal and state laws, orders and regulations, as well as in various College policies and regulations and will treat its employees in a non-discriminatory manner in accordance with the law and its own internal policies and regulations. It is the policy of the Board that the President shall maintain a program of reasonable process for the hearing and resolving of important, significant, and serious employee complaints.
Nothing in these Bylaws, or regulations or policies issued pursuant thereto, shall prevent the Board of Governors taking prompt action on urgent financial and personnel matters necessary to the best interests of the College.
Article 12: The Board and Student Relations
The Board encourages and supports the faculty in the development of educational and other programs within available resources, designed to secure the realization of the highest potential of every student.
It shall be the policy of the Board to provide equal educational opportunity to all qualified students from the State of West Virginia and, insofar as facilities, faculty, and accommodations permit, a reasonable number from other states and other countries. The Board of Governors is committed to the objectives of diversity and pluralism and to the principles of equal opportunity, non-discrimination, and affirmative action as reflected in various federal and state laws, orders and regulations, as well as in various College policies and regulations and will treat students and student organizations in a non-discriminatory manner in accordance with the law and its own internal policies and regulations.
It is the policy of the Board that the President shall maintain a program of reasonable process for the hearing and resolving of important, significant, and serious student complaints.
Article 13: Financial Responsibility
The Board of Governors, being statutorily vested with the general supervision of Bluefield State College and the control and direction of all its funds, recognizes a vital and crucial institutional responsibility to those with whom it has financial transactions. Accordingly, it is the policy of the Board to maintain adequate income and reserves to assure payment of principal and interest on the due date of its obligations. To the end that the financial integrity of the College shall always remain inviolate, the Board of Governors pledges that it will maintain constant vigil over its funds through regular review and periodic reports, and such adjustments in income and reserves as shall guarantee the probity of its obligations.
The Board of Governors is concerned that maximum value be obtained for funds expended to procure goods and services. Whenever possible, competitive processes will be utilized to obtain the lowest cost consistent with acceptable quality.
Article 14: Conflicts of Interest
Members of the Board shall perform their responsibilities in a manner which avoids conflicts of interest, or the appearance of such conflicts or of impropriety. Board members shall not use the authority, title, influence, or prestige of their positions, or any confidential information gained as a result of their membership, to solicit business for themselves or others or otherwise obtain any private financial, social, or political benefit which in any manner would be inconsistent with the interest and mission of the College. The standards set out in this policy are intended to supplement, not replace, applicable law, and must be applied using the good judgment of every Board member.
While the College benefits from a Board whose members come with broad and varied experience and successful involvement in business, industry, education, the professions and government, such a membership also brings broad exposure to interests and influences which may directly or indirectly affect their obligations to the College. It is further possible that, from time to time, the College's best interests, objectively determined, may be served by entering into an appropriate business transaction with a member of the Board of Governors, or an entity in which the member has an interest. Recognizing that the potential for such conflicts of interest cannot be entirely avoided, it is the purpose of this section to set forth appropriate standards for identifying, managing and, where possible, resolving such conflicts with a member ("the interested member") in a manner which protects the College's public mission and integrity.
Accordingly, each Board member shall comply with the West Virginia Ethics Act and shall execute an annual conflict of interest statement and provide a copy thereof to the Chair of the Board. In addition, each member of the Board has an ongoing obligation to disclose at the earliest practicable time all conflicts and potential conflicts and appearances of impropriety, and any such actual or potential conflicts must be addressed pursuant to applicable law and the procedures set forth herein. An interested member shall fully disclose in writing any such conflict or potential conflict, including all pertinent facts, to the Chairperson – or, in the case of the Chairperson, to the HEPC's Legal Counsel – promptly after becoming aware of such a conflict or potential conflict.
Whenever a Board member is in doubt as to whether a conflict might exist, he or she is encouraged to consult with the Chairperson, who may, in his or her discretion, confer in turn with the HEPC's Legal Counsel. Any information so presented shall, to the extent permitted by law, be held in confidence except when it is determined that a conflict does in fact exist or that it will be in the best interest of the College to disclose the information in executive session to the Board or a committee of the Board. Such disclosure will be made only after informing the Board member concerned.
In the event of a conflict or potential conflict, the interested member shall neither participate in or be present during any discussion by the Board regarding the matter in conflict; provided, however, that the Board may elect in its discretion to seek information or clarification from the interested member. The interested member shall abstain from all votes on any such matter and the disclosure of such a conflict and the member's recusal shall be recorded in the minutes of the affected meeting.
Article 15: Collective Authority and Action
The authority of the Governors is conferred upon them as a Board, and they can bind the Board and the College only by acting together as a Board.
No individual member shall commit the Board to any policy, declaration, directive or action without prior approval of the Board.
Article 16: Amendments
These Bylaws may be amended or repealed at any meeting of the Board by an affirmative vote of a majority of the Board, provided that copies of such amendments or notices of repeal are submitted in writing to each member at least fifteen days in advance of such meeting.