Ramapo College of New Jersey || Board of Trustees: By-Laws

Board of Trustees: By-Laws

Board of Trustees By Laws

1. Seal
2. Powers and Duties
3. Office
4. Committees of the Board
5. Board Membership and Representatives
6. Board Meetings
7. Amendments, Reviews, and Waiver

1. Seal

The seal of the College, as previously adopted by the Board, shall be kept in the custody of the Secretary of the Board and shall be used as the Board may from time to time direct.

2. Powers And Duties

The government, control, conduct, management and administration of Ramapo College of New Jersey is vested in the Board of Trustees (hereafter, "Board"). The Board shall exercise such powers and duties as are prescribed by law.

3. Office

The principal office of the College and the Board shall be 505 Ramapo Valley Road, Mahwah, New Jersey 07430, and the Board may have such other offices for the conduct of its business as it may from time to time designate.

4. Committees of the Board

Finance, Academic, Student Affairs, Executive, Nominating, and Ad Hoc (Capital Improvements and Institutional Advancement)

5. Board Membership and Representatives

Voting Members:

The Board shall consist of the following voting members:

Up to eleven (11) Public Members who shall be citizens of the State of New Jersey recommended by the Board and appointed by the Governor with the advice and consent of the Senate as prescribed by law, provided however that no more than five (5) of such members shall be residents of any County;

The Public Members shall be recommended for the expertise and experience which they can contribute to the mission of the College and shall be representative of the diversity of the State; and
A Student Trustee who shall be selected in the manner prescribed by law according to procedures adopted by the Student Government Association which shall require broad campus publicity and open solicitation of nominations, and election by a majority of the voting members of the Student Government Association on or before May 1, of each year. The Student Trustee shall not have any right to vote on, or to participate in:

Any matter involving the employment, appointment, termination of employment, terms and conditions of employment, evaluation of the performance of, promotion or disciplining of any specific prospective officer or employee or current officer or employee employed or appointed by the board, unless all the individual employees or appointees whose rights could be adversely affected request in writing that the matter or matters be discussed at a public meeting.
Any matter involving the purchase, lease, acquisition or sale of real property with public funds, the setting of banking rates or investment of public funds, where it could adversely affect the public interest if discussion of these matters were disclosed; or
Any pending or anticipated litigation in which the board is, or may become, a party, where it could adversely affect the public interest if discussion of these matters were disclosed, or any matters falling within the attorney-client privilege, to the extent that confidentiality is required in order for the attorney to exercise his/her ethical duties as a lawyer.

Nonvoting Members:

The Board shall also have the following nonvoting members:

The President of the College, ex officio;
An Alternate Student Trustee who shall be selected in the manner prescribed by law according to the same procedures adopted by the Student Government Association as are applicable to the election of the Student Trustee. In the absence of the Student Trustee, the Alternate Student

Trustee shall have the right to participate and vote to the same extent as the Student Trustee.

Representatives:

The Board shall also have the following nonvoting representatives:

A Faculty Assembly Representative who shall be selected in the manner determined by the Faculty Assembly, provided however that no officer of the faculty bargaining unit will be eligible to serve as the Faculty Assembly Representative;
A Professional Staff Association Representative who shall be selected in the manner determined by the Professional Staff Association, provided however that no officer of a bargaining unit will be eligible to serve as the Professional Staff Association representative; and
A Student Government Association Representative who shall be selected in the manner determined by the Student Government Association.

Participation of Nonvoting Members and Representatives:

The President of the College, although a nonvoting member of the Board, shall have the right to participate in all discussions of the Board and its Committees. All other nonvoting members and representatives shall have the right to participate in all discussions of the Board and its Committees, provided however that such other nonvoting members and representatives shall not have any right to participate in:

Any matter involving the employment, appointment, termination of employment, terms and conditions of employment, evaluation of the performance of, promotion or disciplining of any specific prospective officer or employee or current officer or employee employed or appointed by the board, unless all the individual employees or appointees whose rights could be adversely affected request in writing that the matter or matters be discussed at a public meeting;
Any matter involving the purchase, lease, acquisition or sale of real property with public funds, the setting of banking rates or investment of public funds, where it could adversely affect the public interest if discussion of these matters were disclosed;
Any pending or anticipated litigation in which the board is, or may become, a party, where it could adversely affect the public interest if discussion of these matters were disclosed, or any matters falling within the attorney-client privilege, to the extent that confidentiality is required in order for the attorney to exercise his ethical duties as a lawyer; or
Any matter in which the member or representative has a direct conflict of interest as determined by the member or representative, in the first instance, or, thereafter, by the Chair of the Board.

Terms:

The members of the Board shall have the following terms:

The Public Members shall each serve for a term of six (6) years or until the member's successor shall have been appointed and qualified. No Public Member shall serve more than two (2) consecutive six (6) year terms;
The Student Trustee shall have a two (2) year term, the first of which shall be served as the Alternate Trustee and the second of which shall be served as the Student Trustee. The term of such Trustee shall begin on July 1 of the year in which such Trustee is elected.
The Alternate Student Trustee shall have a two (2) year term, the first of which shall be served as the Alternate Trustee and the second of which shall be served as the Student Trustee. The term of such Trustee shall begin on July 1 of the year in which such Trustee is elected;
The President's term shall be coterminous with his term as President; and
Each other nonvoting member or representative shall serve for a term of one (1) year from July 1 through June 30 or until a successor shall have been appointed and qualified.

Vacancies:

Vacancies shall be filled in the same manner as the original appointments for the remainders of the unexpired terms, provided that a vacancy in the office of Student Trustee shall be filled by the Alternate Trustee.

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6. Board Meetings

Place: The Board shall meet at its principal office or at such other place as the Chairperson of the Board shall from time to time designate.
Time: The Board shall hold its annual meeting during the month of September, at which time the Board shall elect its Chairperson, Vice Chairperson, Secretary, and such other officers as it shall then determine. The Board shall hold other regular meetings at such other times as the Board shall designate, except that there shall be a minimum of five meetings a year (including the annual meeting).
Other Meetings: Other meetings of the Board shall be convened (a) when called by the Chairperson or (b) upon the request of three voting members of the Board.
Notice: The notice requirements of the Open Public Meetings Act, N.J.S.A. l0:4?]6 et seq., and any amendments thereto, shall be implemented. The Record, published in Hackensack, is the official newspaper to receive notices of Board of Trustees meetings. Notices shall also be sent to The Ramapo News or any successor student newspaper. The bulletin board, located outside the Office of the Vice President for Student Affairs, is the official on?]campus location for posting notices of Board of Trustees meetings and all notices of Board and Committee meetings shall be posted thereon.
Closed Session: The Board may meet in closed session for such purposes and in accordance with such requirements as are stated in the Open Public Meetings Act, N.J.S.A. l0:4?]6 et seq. , and any amendments thereto. Actions taken at a closed session of the Board shall be made known to the public at the time of public action or at such other time as the need for confidentiality no longer exists.
Agenda: At the annual meeting (Sec. 2 above), the Board shall determine what major policy matters require determination in the coming academic year, and shall assign each such matter to the agenda of a designated meeting during said year. The agenda for each Board meeting (including the annual meeting) shall be prepared by the President of the College (hereafter "President") or, in his/her absence, by his/her designee and by the Chairperson of the Board (hereafter "Chairperson"), or, in his/her absence, by the Vice Chairperson, and shall be mailed to each Board member and to the faculty and student representatives to the Board at least 7 days before the meeting date. The agenda shall include: (a) items required by law; (b) the policy matter, if any, assigned thereto at the annual meeting; (c) any item submitted by a voting member of the Board to the President and the Chairperson at least l0 days before the meeting date; (d) such other matters as, in the opinion of the President or the Chairperson, are necessary or appropriate for Board consideration; and (e) comments from the public.
Quorum: A quorum shall consist of a simple majority of the Public Members of the Board. No voting may take place in the absence of a quorum.
Voting: Only voting members of the Board may introduce motions, second motions or amendments, or count as part of a quorum except as noted above in Article 5 Bylaw 105, Section 7. Voting may take place by conference call only at a properly announced meeting and when a loudspeaker conference call system is used so that all provisions of the Open Public Meetings Law are met.
Voting Majority: A motion shall carry if it receives (a) the affirmative votes of a majority of the voting members of the Board who are present, and (b) at least three affirmative votes of voting members of the Board. If a motion does not obtain the majority referred to in item (a), it shall fail. If a motion obtains a majority but does not obtain at least three affirmative votes as required by item (b), the motion shall be reconsidered at the next Board meeting unless the movant withdraws it, but if upon reconsideration the motion does not meet the requirements of items (a) and (b) above, the motion shall fail.
Procedure: Unless otherwise directed by the majority of the voting members of the Board who are present, all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order, except to the extent that same is inconsistent with the laws of New Jersey or these Bylaws; provided, however, that (a) only a voting member of the Board shall have standing to object to the procedure utilized at any meeting, and (b) any such objection shall be raised at the time the procedure is utilized or the objections shall be deemed to have been waived.

7. Amendments, Reviews, and Waiver

Amendments: By majority vote of the full voting membership of the Board (exclusive of vacant positions), these Bylaws may be amended, in whole or in part, and any such amendment may supplement, modify or repeal any provision herein. No amendment may be voted upon unless its text was distributed to all Board members with the agenda, for the Board meeting at which the vote is taken.
Review: At the Board's annual meeting, these Bylaws shall be reviewed, and if the Board so determines, an ad hoc committee will be appointed to prepare proposed amendments. Such proposed amendments, if any, shall be considered by the Board at a subsequent meeting and may be adopted pursuant to Section 1, above.
Waiver: The provisions of Bylaw 105, Sec. 2 and 6 may be waived, in whole or in part, for defined time periods, by two-thirds vote of the full voting membership of the Board (exclusive of vacant positions).

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