Board Operations

Board Bylaws

The Bylaws of the Board of Regents were adopted by the board on March 28, 1993, and amended on May 3, 2000. The articles contained in the bylaws are as follows:

Article I. Board of Regents Meetings

1. Place of Meetings
2. Annual Meetings
3. Special Meetings
4. Transaction of Business
5. Order of Business
6. Notice of Board Agenda
7. Rules of Order
8. Public Involvement

Article II. Officers of the Board and the President

1. Chairperson
2. Vice Chairperson
3. Secretary/Treasurer
4. President

Article III. Records and Reports

1. Records
2. Inspection of Books and Records
3. Certification and Inspection of Bylaws
4. Checks, Drafts, Etc.

Article IV. Committees of the Board

1. Committees
2. Committee Decisions
3. Committee Membership

Article V. Statement of Ethical Conduct

1. Standard of Conduct
2. Disclosure
3. Abstention from Voting
4. Employment with the College
5. Ethical Violation

Article VI. Amendment to Bylaws

1. Voting Requirement
2. Record of Amendments

AMENDMENT TO BYLAWS

New bylaws may be adopted or the bylaws may be repealed or amended at a board meeting by a majority vote of the members of the board attending the meeting.

Whenever an amendment or new bylaw is adopted, it is copied in the book of bylaws with the original bylaws, in the appropriate place. If any of the bylaws is repealed, the fact of the repeal is to be recorded with the date of the meeting at which the repeal was enacted.

See appendix 7 for the bylaws in its entirety.

Board Ethical Conduct

The board acts as a whole; no member or committee created by the board may act in place of the board.

STANDARD OF CONDUCT

Board members may not participate in any action involving a possible conflict of interest or from realizing a financial gain, other than compensation provided pursuant to law. A regent is considered to have a conflict of interest if:

1. Such regent has existing or potential financial or other interests which impair or might reasonable appear to impair such member’s independent unbiased judgment in the discharge of the regent’s responsibilities to the college, or

 

2. Such regent is aware that a family member or any organization in which such regent or family member is an officer, director, employee, member, partner, trustee or controlling stockholder has such existing or potential financial interest. By “family member” is meant a person related to the regent in any of the relationships listed in Section XIX Nepotism of the COM-FSM Personnel Policy and Procedure Manual.

DISCLOSURE

All regents must disclose to the board any possible conflict of interest at the earliest practicable time. Any regent who is uncertain whether a conflict of interest may exist in any matter may request the board or committee to resolve the question by majority vote based on full disclosure of pertinent facts.

ABSTENTION FROM VOTING

A regent may not participate in board proceedings as a regent, or vote on any matter under consideration at a board or committee meeting in which the regent has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the regent having the conflict abstained from participation and voting.

EMPLOYMENT WITH THE COLLEGE

A regent may not accept paid or unpaid employment with the college while a regent.

For three years after the termination of his term as a regent, the regent may not accept a position or other employment with the college that was created during his term as a regent.

ETHICAL VIOLATIONS

Charges by any person that a board member has violated laws and regulations governing board behavior or the board’s code of ethics shall be directed to the board chairman. The board chair may establish an ad hoc committee to examine the charges and recommend further courses of action to the board. Possible courses of action include:

• If alleged behavior violates laws governing board behavior, legal counsel may be sought and the violations referred to the Attorney General as provided for in law.
• If the alleged behavior violates board policy on ethical conduct, the board chair shall alert the board member in question regarding the violation of policy, the board may discuss the violation at a board meeting and affirm its policy expectation, and/or the board may move to censure the regent.

If the board chairman is perceived to have violated the code, the vice chairman of the board shall pursue resolution.

 

(Revised 1/13, 3/22/14)

Board Meetings

ANNUAL/REGULAR MEETINGS

The Board shall hold quarterly meeting to be rotated among the four states. The first meeting of the fiscal year shall be the annual meeting to be held the first Monday of December. At the annual meeting, the Board shall elect officers, consider reports of the affairs of the College and transact such other business as may properly be brought before the meeting. The board shall also hold three other regular meetings the second Monday in March, the third Monday in Monday in May and the fourth Monday in August. If it appears that a quorum will not be realized on those days, the Board may, by approval of three members, set an alternative date.

If either of these days falls on a legal holiday in the jurisdiction where the meeting is being held, then the meeting is held on the next succeeding business day. If it appears that a quorum will not be realized on those days, the board may, by approval of three members, set an alternative date.

SPECIAL MEETINGS

Special meetings may also be held at such other times as the board so determines. The chairman convenes these special meeting no later than forty-five days of receipt of a petition by two of its members. By request of the president, special meetings via teleconference are held to consider time sensitive matters.

MEETING VENUE

The venue for board meetings are rotated among the four states with the May meetings held in Pohnpei to coincide with congressional budget hearings. However, depending on the agenda and/or circumstances, a more advantageous venue may be selected by approval of three members.

NORMAL ORDER BUSINESS

1. Call to order followed by remarks, if any;
2. Roll call;
3. Approval of minutes;
4. Communications;
5. Reports from the regents;
6. Reports from the president of the college;
7. Agenda priorities; old business; new business; and
8. Adjournment.

All meetings of the board are conducted in accordance with the latest edition of Robert’s Rules of Order, except where it is inconsistent with the bylaws or any other applicable law.

PUBLIC INVOLVEMENT

All meetings of the board are open to the public provided that the board is not discussing personnel matters, litigation or impending litigation with its attorney.

MEETINGS WITH STUDENTS AND STAFF

The board is to schedule and hold a meeting with representatives of the Student Body Association and/or Staff Senate, during the current or next upcoming board meeting, whichever is sooner, when a written request is made by the Student Body Association or the Staff Senate of the college.

Notice of Meetings and Agenda

REGULAR MEETINGS

For regular meetings, written notice is provided to board members at least ten calendar days in advance of the meeting day. Notice is also given to the public in advance of the meeting day.

SPECIAL MEETINGS

When a special meeting is called on the initiative of the chairperson or upon petition of two board members, at least thirty days notice of the special meeting is given to all members. Notice of special meeting states the purpose of the special meeting, its location, and date. Notice may be given in person, by telephone, facsimile, email, or by mailing a copy of the notice to the mailing address of the respective board members. In computing the notice requirement under this section, the time period begins to run from the date of mailing or transmission.

WAIVER OF NOTICE

The board may waive the thirty-day notice for special meetings by an affirmative vote of three members.

Attendance at any meeting, regular or special, by a regent is conclusively deemed a waiver of notice of that meeting unless objection is made at the outset of such meeting to the failure to give proper notice.

NOTICE OF BOARD AGENDA

Prior notice to the board of the agenda for a regular meeting need not be given except for the following agenda items:

1. Consideration of the termination of the services of the president or other academic and administrative heads of a component of the college;
2. Termination of officers of the board;
3. Removal of a board member; or
4. An amendment to the bylaws.

Quorum for Transaction of Business

A quorum of the board consists of a majority of all voting members. All official business of the board is conducted by a majority of those present and voting at a meeting of the board for which a quorum exists, unless otherwise provided by law or the bylaws of the board.

Actions of the board are official when taken:

1. At a meeting of the board; or
2. By polling regents by mail, facsimile, email, telephone, or in any other way the regents shall approve. Polling results shall be recorded in the board’s records, with the affirmative vote of at least three members necessary to approve the matters polled.

No member of the board of regents has the power to act in the name of the board unless the board has given express authority by an official action of the board.

Minutes of Meetings

The executive assistant to the president of the college serves as the board’s recorder at all meetings. The minutes of all meetings - regular, special and teleconference - are presented for adoption at the next face-to-face meeting of the board. The official minutes are disseminated within 20 calendar days of being officially adopted along with the list of actions and directives from the meeting in which the minutes were adopted. See appendix 8 for a sample board meeting minutes.

All minutes of board meetings, except for records of executive sessions of the board or records expressly deemed non-public by the chairman, are open to inspection at the office of the president.

Attendance and Vacancies

ATTENDANCE

Three consecutive absences, of any kind, of a board member from separately called meetings of the board, called not less than 30 calendar days apart, automatically creates a vacancy in that board member's seat.

REMOVAL OF MEMBERS

Board members may be removed before the expiration of their terms by a three member majority vote of all the other voting members of the board for incompetence, neglect of duty, unethical conduct, or malfeasance in office. Notification of intent to call for removal pursuant to this section shall be made at least 20 calendar days in advance, by means which shall be described in the bylaws, and includes a summary of the basis of the charges against the member and identification of witnesses to be called and evidence to be used. Original jurisdiction over any claim of wrongful removal by action of the board shall be in the Trial Division of the Supreme Court of the Federated States of Micronesia.

VACANCIES

Any vacancy on the board is filled for the unexpired portion of the term in the same manner as the original appointment. Upon determination that a vacancy exists, the chairman, or in his/her absence, the presiding officer of the board issues a notice of vacancy to all members of the board and to the appropriate governmental entities and parties responsible for filling the vacancy.

NOTIFICATION OF EXPIRATION OF TERM

The board of regents shall notify the President of the Federated States of Micronesia, in writing, of the upcoming expiration of the term of board members 90 days before the actual expiration of the board member's term.

Evaluations

BOARD SELF EVALUATION

Among the responsibilities of the board of regents is assessment of its own contribution and performance. This is done annually through a self-evaluation questionnaire in which the board responds to statements regarding board organization, the decision-making process, board/president relations, board/college relations, board community relations, board agenda, board education and development, board priorities, and board goals and objectives. See appendix 9 for the board self-evaluation questionnaire.

EVALUATION OF THE PRESIDENT

The board is also responsible for evaluating the performance of the president to assess the adequacy of the administration as a whole, and to monitor the institution’s progress toward agreed-upon goals. At least annually, more frequently during the first year or as needed, the board rates the president on leadership and managerial attributes which include the following: relationship with board of regents, academic administration and planning, staff and personnel, business and finance, community relations, and personal qualities. See appendix 10 for the president evaluation form.

Annual Report

The board is to provide the FSM President and the Congress of the Federated States of Micronesia by April 1 of each year or as soon as practicable thereafter, an annual report concerning the activities, programs, progress, condition, and financial status of the college in the fiscal year most recently completed. The report is to provide comprehensive financial information which accounts for the use of all funds available to the college from the national government or otherwise and which is to be prepared in accordance with generally accepted accounting principles. The annual report is to also describe implementation of the college’s long-range plan and include information on student enrollment, costs per component and per student, and the status of students who graduated from or terminated studies at the college.

The board has delegated this task to the president of the college. See appendix 11 for the most recent annual report.

Periodic Survey

The board is to periodically cause an independent survey to be conducted among students and faculty of the college evaluating the quality of administration, quality of course instruction, the effectiveness of faculty, and such other matters as the board may deem appropriate. Such an independent survey is to be done every three years, or as required by the accreditation standards set by the Western Association of Schools and Colleges. The board is to transmit a copy of the results of the survey to the FSM President and the Congress of the Federated States of Micronesia and to the governors of the states of the Federated States of Micronesian within 60 calendar days of the completion of the survey.

The periodic reports from the evaluation teams that are sent by the Accrediting Commission for Community and Junior Colleges Commission can be used as substitute for the required independent survey; a practice accepted by the national leadership.

See appendix 12 for the most recent report.

Professional Licensure

The board is to establish minimum standards and qualifications for members of the faculty of the college comparable to standards and qualifications of colleges of like stature or as otherwise appropriate to the college’s circumstances.

See appendix 13 for current minimum standards and qualifications for faculty.

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