SKYCTC Board of Directors Bylaws

1.1 Duties and Purpose. The sole governing authority for all colleges of the Kentucky Community and Technical College System ("KCTCS") is the Board of Regents. The Board of Directors ("Board") of Southcentral Kentucky Community and Technical College ("SKYCTC") does not govern or control the College, but instead advises the President/Chief Executive Officer ("CEO"} and the KCTCS President as prescribed. Per KRS 164.600, each Board shall: 

1. Upon a vacancy for the position of President/CEO, the Board shall recommend one (1) candidate for the position from three (3) candidates provided by the President of KCTCS. The President of KCTCS shall have the authority to make the final appointment and shall not be bound by the recommendation of the Board;
2. Evaluate the President/CEO and advise the President of KCTCS of his or her performance. The President of KCTCS has final authority for the appointment and termination of the President/CEO;
3. Approve budget requests for recommendation to KCTCS;
4. Adopt and amend an annual operating budget of the College and submit it through appropriate channels to the KCTCS Board of Regents for approval as to compliance with its guidelines; and
5. Approve a strategic plan that is developed in coordination with local employers, civic leaders, campus constituents, and other postsecondary institutions in the region and that is consistent with the strategic agenda of the General Assembly.

2.1 Membership. Each Board shall consist of ten (10) members, as follows: seven (7) members appointed by the Governor; one (1) member shall be a member of the full-time teaching faculty, one (1) member of the full-time staff, and one (1) member shall be a member of the full-time student body. 

1. 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 shall be a relative of any employee of the College. As used in this section, "relative" means father, mother, brother, sister, husband, wife, son, daughter, aunt, uncle, son-in-law, and daughter-in-law.
2. Faculty Member. The faculty member shall be a full-time teaching faculty member of the College. They 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 full-time members of the teaching faculty of the College. 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.
   Teaching faculty members are defined as those with faculty or equivalent rank who spend less than fifty 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.
3. Staff Member. The staff member shall be a full-time classified or mid-management employee who does not hold faculty rank and does not hold an upper level administrative position. The staff member shall be elected by secret ballot of all full­time 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 Board if they cease to be full-time staff members of the College. 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.
4. Student Member. The student member shall be elected by secret ballots from the student body of the College to serve a term of one (1) year. The student member shall be a full-time student who maintains permanent residency in the Commonwealth of Kentucky. If the student member serving on the Board is President of the Student Government Association (SGA) and is subsequently elected to serve as KCTCS Board of Regents as a student regent, the next highest ranking SGA student government officer at the College shall serve in his/her place on the Board.

2.2 Compensation. The members of the Board shall receive no compensation for their services, but shall be paid for their actual and necessary expenses.

3.1 Officers of the Board. The Officers shall consist of: Chair, Vice-Chair, Secretary, and such other officers as it may deem necessary. The Chair may appoint an Assistant Secretary as defined below in Section 3.3(d). 

3.2 Election and Term. Officers of the Board shall be elected from the membership at the annual meeting and shall serve one-year terms. 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. 

3.3 Duties of Officers.

1. 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.
2. Vice-Chair. In the Chair's absence, the Vice-Chair shall perform all of the duties of the Chair and shall have such other duties as may be prescribed by the Board.
3. 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.
4. Assistant Secretary. The Chair may appoint an Assistant Secretary for the Board, who shall be the President/CEO of the College or th_e 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.

4.1 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. The Fall meeting shall be considered the annual meeting for the Board of Directors and shall occur in September. All regular meetings shall be held in accordance with applicable open meeting laws of the Commonwealth of Kentucky as set forth in KRS 61.810. 

4.2 Special Meetings. The following shall govern all special meetings of the Board:

1. Upon the written request of a majority of the members of the Board, or the President/CEO of the College, the Chair 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, faxed, or sent via email by the Secretary or Assistant Secretary to each member of the Board at least five (5) days in advance of the meeting date; but, notice of 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 must also be provided to 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 61.805, et seq.
2. 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.

4.3 Agenda.

1. Distribution. A copy of the draft agenda for each regular meeting of the Board shall be provided by the Secretary or Assistant Secretary to each member of the Board at least seven (7) 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 at least five (5) days in advance of the special meeting. Notice to members shall be by mail, personal delivery, email or fax 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, special or emergency 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.
2. Preparation. The agenda for a regular or special meeting of the Board shall be prepared by the Secretary or Assistant Secretary, in consultation with the President/CEO, 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 or Assistant Secretary of the Board. 
3. Participation in Meetings by Non-members. The President/CEO shall attend and participate in all meetings of the Board and may attend all meetings of committees of the Board. The President/CEO may invite other employees of the College to attend the meetings and present information or otherwise participate as needed by the President/CEO. Requests for College information from the Board may be made only to the President/CEO, coordinated through the Chair.
   Other College employees or public may attend the meetings pursuant to Kentucky Open Meetings law, but may not address the Board or otherwise participate in the meetings. In order to address the Board; individuals must submit a written request to the President/CEO describing the subject matter and the reason the matter is relevant to the Board at least ten (10) business days prior to the next regularly scheduled meeting. The President/CEO shall communicate the request to the Chair and Vice­-Chair. The Chair and Vice-Chair shall determine whether or not to allow the opportunity to speak. The President/CEO shall communicate that the decision to the requestor at least three (3) business days prior to the meeting. The Board shall be notified of all requests that are denied. 
4. 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 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.

4.4 Quorum. A simple majority of the voting members of the Board shall constitute a quorum for he transaction of business at Board meetings.

4.5 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 individual faculty and staff compensation matters. No vote concerning any matter under consideration by the Board, or by a committee of the Board, may be cast in absentia, by proxy, by mail, telephone, or email. No person, except a regular member of the Board, shall be entitled to vote in determining the action of the Board at any time. 

4.6 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.

4.7 Executive Sessions. All meetings of the Board shall be open to the public unless, consistent with the requirements of KRS 61.810-.815, a meeting is closed to the public by a majority vote of a quorum of the Board in open public session. Actions taken by the Board in Executive Session must be limited to the stated purpose(s) for the Executive Session. Any formal action of the Board must be taken in open session. 

4.8 Minutes

1. Duties of the Secretary. The Secretary shall keep minutes of all meetings of the Board; shall file, index, and preserve all minutes and documents pertaining to the business and proceedings of the Board and shall be the custodian of all records 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. By majority vote of the Board at the annual meeting, the Assistant Secretary may be designated to serve this function. College staff designated by the President/CEO to support the Board shall be the official custodian of the Board's records.
2. Approval. The minutes shall not be considered official unless and until approved by the Board.
3. 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. Requests shall be filed with the KCTCS Office of General Counsel.

4.9 Attendance. Active participation of the Board members is important to the functioning of the College. If a member of the Board does not sufficiently participate in a majority of the regularly scheduled meetings during a July 1 through June 30 fiscal year, the Chair should contact the member to determine the reason for the member's failure to participate and encourage the member to participate actively or tender a written resignation. The Chair should apprise the Board of such action and the results at the next meeting of the Board. No person may attend any meeting of the Board as a substitute for a Board member. 

1. If a member continues to fail to participate after sufficient contacts from the Chair, the Chair or any member of the Board may propose a Board resolution formally calling for the non-participating member to resign.
2. Such resolution shall pass upon a simple majority vote of the Board, not counting the non-participating member, and the Board shall notify the member of the passed resolution by certified mail. The Board may repeat this process as often as the Board deems appropriate.
3. The Board shall send a copy of such notice and resolution to the KCTCS President. Upon request of the President/CEO or the Chair, KCTCS may formally request the Governor's office to remove an appointed non-participating member or take action to remove elected non-participating members from the Board for neglect or failure to perform duties as a member of the Board.

5.1 Committees. The standing and ad hoc committees of the Board shall be: The Executive Committee, the Academic Affairs Committee, the Buildings and Grounds Committee, the Budget and Finance Committee, and the Efficiency, Effectiveness, and Accountability Committee. The Board may establish other standing and ad hoc committees as it deems appropriate to discharge its responsibilities. Such committees are advisory entities to the Board and may exercise only as much power and province as the Board may, within the limits of its statutory authority convey within the legislative mandates of KRS 164.600. 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. 

1. Executive Committee. The Executive Committee shall consist of the Board Chair, Vice-Chair and the Chair of the Standing Committees of the Board. The Executive Committee will provide guidance to the President/CEO on matters that arise in the interim between regular meetings, and shall have authority to review, evaluate, and provide guidance on issues relating to alumni relations, auditing, institutional advancement, governmental and public affairs, legal matters, human resources, mission and objectives, and strategic planning.
2. ­Academic and Student Affairs Committee. The Academic and Student Affairs Committee shall be responsible for evaluating all recommendations coming to the Board affecting the academic and intellectual affairs of the College. The Academic and Student Affairs Committee shall consist of a minimum of two and a maximum of five members of the Board. The President/CEO of the College shall appoint a member of the staff to serve as administrative agent to the committee.
   This committee will review, evaluate, and provide guidance on matters related to student life and student services, including facilities, renovation, or new construction related to or associated with same.
3. c. Buildings and Grounds Committee. The Building and Grounds Committee will review, evaluate and provide guidance on facilities issues, including the construction and maintenance of new buildings, maintenance, renovations, and/or additions of existing buildings, proposals for construction of academic, administrative or service facilities, and all other buildings and grounds matters. The Buildings and Grounds Committee shall consist of a minimum of two and a maximum of five members of the Board. The President/CEO of the College shall appoint a member of the staff to serve as administrative agent to the committee.
4. Budget and Finance Committee. The Budget and Finance Committee will review, evaluate and provide guidance on financial issues, including the biennial budget requests submitted to KCTCS, the annual operating budget of the College for each fiscal year, adjustments to the annual operating budget from time to time as required by operations, allocation of unencumbered fund balances, proposals for construction of academic, administrative or service facilities, all other financial and budget matters, including facilities and facilities management. If necessary, the annual operating budget of the College may be adjusted between the regular meetings of this Committee and, in that event, this Committee will provide post-review and evaluation of those adjustments. The Finance and Budget Committee shall consist of a minimum of two and a maximum of five members of the Board. The President/CEO of the College shall appoint a member of the staff to serve as administrative agent to the committee. 
5. Efficiency, Effectiveness, and Accountability Committee. The Efficiency, Effectiveness, and Accountability Committee shall recommend policies related to creating and maintaining the highest level of quality, public accountability and institutional effectiveness at the College. The Committee shall advise the Board and recommend actions on policies related to institutional accreditation and institutional effectiveness, including the College's Degree Program Eligibility, programs, benchmarks, institutional research and student assessment efforts promulgated by the KCTCS Board of Regents and the Strategic Plan for the College. The Efficiency, Effectiveness, and Accountability Committee shall consist of a minimum of two and a maximum of five members of the Board. The President/CEO of the College shall appoint a member of the staff to serve as administrative agent to the committee.

5.2 Selection of Committee Members. The committee chair and the members of the standing committees and other committees of the Board shall be appointed by the President/CEO and Board Chair annually. 

5.3 Committee Vacancy. If a committee chair vacancy occurs, the Board Chair shall appoint a person to fill the unexpired portion of that term and to serve on the Executive Committee.

5.4 President as Ex-Officio Member. The President/CEO shall serve as an ex-officio non-voting member of all committees of the Board.

5.5 Board Chair. The Board Chair shall be ex-officio, voting member of all standing committees of the Board unless otherwise directed by KCTCS policy.

5.6 Report. The committee shall report any recommendations to the Board at next regular meeting of the Board.

6.1 President/CEO of the College. The President/CEO of the College shall have full authority and discretion regarding the execution and management of the budget approved by the Board of Regents. 

The President/CEO of the College is responsible for all education and managerial affairs. The President/CEO is responsible for leading the College in hiring all employees, implementing all 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 consistent with Board of Regents policies and the best interests of the College. 

7.1 Insurance for Board Members and Officers. Pursuant to KRS 164.2871, the governing board of KCTCS is authorized to purchase liability insurance to protect Board members and Officers of the Board. The President/CEO of the College shall provide each Board member and Officer a copy of applicable insurance policies covering each Board member- or Officer in connection with the defense of any action, suit, or proceeding to which the Board member or Officer may be made a party by reason of being or having been a Board member or Officer. Neither the College nor the insurance policy shall be required to defend or indemnify a Board member or Officer for intentional acts that exceed the scope of membership; that violate law, policy or procedure; or that are acts or omissions adverse to the best interests of the College. 

7.2 Training for Board Members. The Board shall conduct an appropriate orientation for members of the Board to familiarize new members of the Board and refresh veteran members with their statutory duties and best practices for an advisory board of a community and/or technical college. Training may also include other subjects or topics that would benefit the Board. 

1. The Chair shall ensure Board members receive such training not less than once each two years, and may rely upon the College staff under the supervision and direction of the President/CEO to arrange for or provide such training.
2. The College staff shall consult with or involve KCTCS or outside resources as it deems appropriate to arrange or provide training for the Board.

7.3 Board Self-Evaluation. To assist the Board in achieving its mission to advise and support the College and the community, the Board shall at least every two (2) years evaluate its own effectiveness. The Board shall accurately assess individual member participation in Board meetings/events and contributions to the College mission; productivity of the Board as a whole; the Board's effectiveness in timely meeting its statutory duties; and, the results of the Board's actions. 

1. Each member of the Board shall have the opportunity to participate in the individual member and Board self-assessment.
2. The Chair and President/CEO shall work together to develop and maintain an appropriate evaluation process and related forms, and may consult with KCTCS or outside resources as it deems appropriate.
3. The Board shall share the results of its evaluation with the President/CEO at a regular Board meeting.

8.1 Conflict of Interest. A Board member shall be considered to have a conflict of interest when:

1. Such Board member acts or advocates against the best interests of the College,
2. If such Board member has existing or potential financial or other interests that impair or reasonably appear to impair such member's independent, unbiased judgment in the discharge of his/her responsibilities to the College, or 
3. Such Board member is aware that a family member or any organization in which such Board member or family member is an officer, Board member, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. For the purposes of this provision, a family member is defined as a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the Board member. All Board members shall disclose to the Board any possible conflict of interest at the earliest practical time. Furthermore, the Board member shall not participate in discussions of, and shall abstain from voting on, such matters under consideration by the Board or its committees. The minutes of such meetings shall reflect that a disclosure was made and that the Board member who has a conflict or possible conflict abstained from voting. Any Board member 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 Board member's absence by majority vote. Each Board member shall complete and sign a disclosure statement.

9.1 CODE OF ETHICS. SKYCTC is a public agency, duly organized and operating under the authority of KCTCS, which is governed by the Board of Regents. KRS 164.600 establishes Boards of Directors for KCTCS colleges to advise, support, and assist KCTCS colleges in serving the citizens of the Commonwealth, and prescribes the duties thereof. Members of the Boards may take an Oath of Office in which they pledge to be faithful and true in their support of the Constitutions of the United States and the Commonwealth of Kentucky, and to faithfully execute the duties of their positions according to law. In furtherance thereof and to promote public confidence in the College, the Board hereby agrees to adhere to the principles of the ethical conduct. 

9.2 Each member of SKYCTC Board shall:

1. Be familiar with the duties and responsibilities prescribed to the Board by KRS 164.600 and the College Bylaws, and perform those duties and responsibilities to the best of their abilities.
2. Keep reasonably well-informed on Board issues, and attend and actively participate in Board and committee meetings and events.
3. Make judgments and recommendations based only on the best interests of the College as a whole and the advancement of higher education in the Commonwealth.
4. Refrain from interfering with the operational management of the College, including but not limited to matters involving:
   
   • Individual student admission/retention/discipline;
   • Purchasing or contracting relationships; and
   • Individual human resources issues other than an evaluation of the President as part of the Board's statutory duties;
5. Respect the authority and responsibility of College, its employees and KCTCS officials, empowering them to carry out their duties without undue interference.
6. Avoid the appearance of impropriety as well as perceived or actual conflicts of interest by abiding by the following statutory requirements:
   
   • No College officer shall make transactions of any business with himself/herself, or with any corporation, company association, or firm in which he/she or his/her spouse has any interest greater than five percent (5%) of the total value.
   • No College officer shall knowingly for himself/herself or by his/her partners or through any corporation which he/she controls or in which he/she owns or controls more than ten percent {10%) of the stock, or by any other person for his/her use or benefit or on his/her account, undertake, execute, hold, or enjoy, in whole or in part, any contract, agreement, sale or purchase of the value of twenty-five dollars ($25) or more, made, entered into, awarded or granted, unless said contract, agreement, sale or purchase was made or let after public notice and competitive bidding.
   • No College officer, including persons who serve without salary or other payment for their services, shall knowingly receive or agree to receive, directly or indirectly, compensation for any services rendered or to be rendered, either by himself/herself or another, in any cause, proceeding, application or other matter which the College functions.
   • No member of the Board shall have an interest in any contract with the College unless such contract had been subjected to competitive bidding, unless such Member shall have been the lowest bidder and unless such Member shall have first notified in writing the remaining members of the Board, and the newspaper having the largest circulation in the county of the College, of his/her intention to bid on such contract.
7. Fully disclose potential conflicts of interest as soon as the facts reasonably indicate such potential.
8. Act with individual conviction, but to respect the Board's collective decision-making, support the majority decision, cooperate with other Board members, and avoid acting as a spokesperson for the Board unless authorized by the Chair or Board to do so.
9. Model and promote civility, collegiality, and mutual respect for and among all stakeholders in every interaction.

9.3 Violations of the Code of Ethics

1. Board members should neither commit nor tolerate violations of this Code of Ethics.
2. Board members should promptly bring alleged violations to the attention of the Chair, or if the Chair is the subject of a complaint, then to the Vice-Chair.
3. The Chair or Vice-Chair will undertake a reasonable process to determine the merits of a complaint, and methods to resolve the issues, in light of the Board's statutory duties, the Bylaws, this Code of Ethics, and the best interests of the College, its stakeholders, and community.
   
   • If appropriate, the Board may resolve to reprimand or censure Board members who violate this Code of Ethics. If so, the Board Chair or Vice-Chair, in the case of complaints against the Chair, shall promptly forward to the KCTCS President any such decision of the Board and all accompanying documents.

10.1 Amendments. Any provision of these Bylaws (except those required or governed by KRS) may be amended or new provisions added by affirmative vote of_two-thirds of the quorum of the Board; provided that no amendment or addition may be adopted unless its substance first has 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 KRS) may be suspended at any regular or special meeting of the Board for that meeting by affirmative vote of two-thirds of the quorum of the Board.