Chapter One : Board of Trustees

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PREAMBLE

NAME, COMPOSITION AND POWERS OF THE BOARD OF TRUSTEES

(a) Name: The name of the governing Board of Washington Community College District Number 3 or Olympic College is: The Board of Trustees of Community College District Number 3, hereafter to be referred to as "The Board of Trustees". For purposes of these By-Laws and Standing Orders and any action by the College, Community College District Number 3 and Olympic College, are synonymous terms.

(b) Composition and Powers: The composition and powers of the Board of Trustees are those set forth in Chapter 28B.50 of the Revised Code of Washington.

ARTICLE I

OFFICERS OF THE BOARD

1. Election. At its regular meeting held in October of each year, the Board of Trustees by majority vote shall elect a Chairperson and Vice Chairperson who shall be members of the Board. The Chairperson and Vice Chairperson shall hold office for one year and until their successors are elected. The President of the College (or acting/interim president in the absence of the president) shall be the Secretary of the Board.

2. Chairperson. The Chairperson of the Board shall preside at all meetings of the Board and shall sign all contracts and other written instruments required to be signed by the Board. The Chairperson shall have the authority and perform the duties usually attached to the office and shall have such other authority and duties as prescribed by these By-Laws, the Standing Orders, and the Board.

3. Vice Chairperson. The Vice Chairperson of the Board shall have the authority and shall perform the duties of the Chairperson of the Board in the event of the Chairperson's absence or incapacity. The Vice Chairperson may have such other authority and duties as prescribed by these By-Laws, the Standing Orders, and the Board.

3(b). Acting Chairperson. In the absence of both Chairperson and Vice Chairperson or upon those offices being vacated, the most senior member of the board present shall serve as Chairperson pro-tem and shall hold office until the Chairperson or Vice Chairperson or their regular elected successor can assume the duties of the position.

4. Secretary. The Secretary of the Board shall:

a. give notice of all meetings of the Board in the manner prescribed by applicable law and these By-Laws;

b. attend all meetings of the Board, and make and retain custody of complete and permanent minutes of all proceedings of the Board;

c. be custodian of the permanent records of all rules and regulations of the Board;

d. sign or attest all contracts and other written instruments required to be signed by the Chairperson;

e. maintain custody of the seal of the College and to affix it to appropriate documents; and

f. in general, have the authority and perform all duties incident to the office of Secretary and such other authority and duties as prescribed by these By-Laws, the Standing Orders, and the Board. Without regard to any other provisions herein, the Board of Trustees may limit attendance at closed executive meetings.

ARTICLE II

MEETINGS OF THE BOARD

1. Regular Meetings. One regular meeting of the Board of Trustees shall be held each month. This meeting shall be held on the fourth Tuesday of each month in the Board Room, College Service Center, Olympic College Campus, 1600 Chester Avenue, Bremerton, Washington, or at such other time and place as the Board may direct from time to time. The location of each meeting is available in the Office of the President, Olympic College, 1600 Chester Avenue, Bremerton, Washington. The Chairperson of the Board, with the concurrence of a majority of the members of the Board, may cancel any regular meeting. All such regular meetings will be conducted in conformance with the laws of the State of Washington governing such meetings.

2. Special Meeting. The Chairperson of the Board, or any three members of the Board, may call a special meeting or study session at any time. Not less than twenty-four hours before any special meeting, the Secretary shall have notified each member of the Board by written notice of the time, place, and the business to be transacted or heard at the meeting. Such notice shall be distributed and posted in accordance with the laws of the State governing such meetings. The presence of a Trustee at the meeting or the Trustee's written waiver of notice filed with the Secretary shall constitute a waiver of receiving written notice of the meeting. When the meeting is called to deal with an emergency involving actual or likely injury or damage to persons or property, and the time requirements for notice provided for above would be impractical, such required notice may be dispensed with and the Secretary shall notify each member of the Board by the best means possible under the circumstances.

3. Notice of Agenda for Regular Meeting. Not less than four days before any regular meeting, the Secretary shall mail to each member of the Board a reminder of the regular meeting and an Agenda setting forth the matters which are to be considered at the meeting.

4. Addenda to the Agenda at Regular or Special Meetings. Addenda to the Agenda of either a regular or a special meeting may be permitted at the commencement of or during such meeting, except that final disposition shall not be taken on addenda to the Agenda of a special meeting unless notice as required by applicable law has been given.

5. Quorum. A majority of the entire Board shall be necessary to constitute a quorum at all regular meetings and special meetings.

6. Order of Business. The order of business of the Board may be changed or suspended at any meeting by a majority of the Trustees present. The following shall be the order of business at each regular meeting of the Board:

1. Approval of Minutes
2. Reports of:

i. The Chairperson of the Board

ii. Members of the Board and Special Committees of the Board

iii. The President of the College

iv. The Associated Students of Olympic College

v. The Olympic College Washington Public Employees Association

vi. The Olympic College Association of Higher Education

3. Any other business that may properly come before the Board, including reports by other groups of College employees

The following shall be the order of business at each special meeting of the Board:

a. Reading of Notice of Meeting

b. The special business for which the meeting was called

c. Any other business that may properly come before the Board

7. Minutes-Regular and Special Meetings. The minutes of all regular and special meetings of the Board shall be kept by the Secretary. Such minutes, following approval, shall be open to public inspection in the office of the Secretary of the Board of Trustees during regular College business hours.

8. Executive Sessions. During any regular or special meeting of the Board, the Board may hold an executive session to discuss matters as permitted in applicable laws of the State of Washington. Any persons who wish to communicate to the Board or appear before the Board shall do so as follows:

a. Communications to the Board. Any person who wishes to bring a matter to the attention of the Board may do so by submitting such communication in writing to the Secretary of the Board of Trustees. The Secretary shall bring such written communications to the attention of the Chairperson of the Board for direction as to response and/or transmittal to the Board. Persons wishing to appear before the Board or a committee of the Board may request permission in writing, sent to the Secretary at the earliest practicable time, and at least twenty-four hours before the meeting where circumstances permit, stating the nature of the request and the name(s) of the person(s) wishing to make an oral or written presentation. The Secretary shall bring the request to the attention of the Chairperson of the Board, and/or the Chairperson of the appropriate committee. Said Chairperson shall grant permission, prescribing the terms of the appearance, or shall deny the request.

b. Invitation of the Board. The Chairperson of the Board, or any three (3) members of the Board, may invite any person or group of persons to sit with the Board at any of its public meetings, or the Chairperson of a committee may invite any person or group of persons to sit with a committee at any of its meetings.

c. Appearance before the Board. The Chairperson of the Board, or any other three (3) members of the Board, may extend permission or invitation to any person or persons to appear before the Board. The Chairperson of a committee of the board may extend permission or invitation to any person or persons to appear and make presentations, oral or written, before a committee of the Board.

d. Rules of Procedure. Robert's Rules of Order, latest revised edition, shall govern all meetings of the Board and its committees except where such rules of order are superseded by the By-Laws or Standing Orders of the Board. Any member of the Board may make a motion, which need not be seconded in order to bring the subject of the motion before the Board for action. No person may object to any violation of Robert’s Rules of Order if the objection is not made at the meeting where the violation occurred.

e. Petition to Board for Promulgation, Amendment, or Repeal of Rule. Persons having an interest in the promulgation, amendment, or repeal of a "rule" as defined in RCW 34.05.010(16) may submit a written petition therefore to the Secretary of the Board of Trustees. Any petition so submitted shall include the following as required by the Office of Financial Management under WAC 82-05-020:

i. The name of the agency responsible for administering the rule, and

ii. The rationale for adoption of a new rule or amendment or repeal of an existing rule.

iii. In addition to any other concerns, you, the petitioner, are encouraged to address whether:

§ The rule is authorized

§ The rule is needed

§ The rule conflicts with or duplicates other federal, state, or local laws

§ Alternatives to the rule exist that will serve the same purpose at less cost

§ The rule applies differently to public and private entities

§ The rule serves the purposes for which it was adopted

§ The rule imposes unreasonable costs

§ The rule is clearly and simply stated, and

§ The rule differs, without adequate justification, from a federal law which applies to the same activity or subject matter.

The petition should contain sufficient information so that the agency and public can understand the proposal. Forms for submitting petitions for promulgation, amendment, or repeal of rules are available from the Office of Financial Management. The petition shall be considered by the Board not less than sixty days after the date the petition was submitted to the Secretary; Provided, that the Board may consider the petition at any earlier regular or special meeting of the Board. No later than 60 days after receipt of a petition, the agency must either

i. Initiate rule-making proceedings in accordance with chapter 34.05 RCW, or

ii. Deny the petition in writing, stating its reasons for the denial and specifically addressing the concerns stated in the petition. Where appropriate, the agency must indicate alternative means by which the agency will address the concerns raised in the petition.

ARTICLE III

1. Special Committees. Special committees may be established and appointed by the Chairperson of the Board. All matters considered by special committees requiring action shall be referred to the Board for action unless express authority is delegated to the committee.

2. Notice of Meetings of Committees. Meetings of committees of the Board shall be held at such times and places as may be fixed by each committee or its Chairperson. The Chair of the committee shall give each member of the committee notice of committee meetings in sufficient time and manner to allow attendance at the meetings. Notice of meetings of any committee of the Board at which an action is taken on behalf of the Board pursuant to delegated authority shall be given, when required, in accordance with the applicable law of the State of Washington governing such meetings.

3. Communications to and Appearance before Committees. Any person who wishes to communicate to a committee or appear before a committee shall do so in accordance with Article II, Paragraph 9 of the By-Laws of the Board.

4. Quorum. If empowered to act on behalf of the board, a majority vote of the board members appointed to the committee shall be required for action.

ARTICLE IV

OFFICERS OF THE COLLEGE

1. President of the College. The President of the College shall be employed by the Board upon receiving the affirmative votes of not less than a majority of the members of the Board, and shall serve at the pleasure of the Board. The President of the College shall be the chief executive officer of the College and shall be responsible directly to the Board for the management and conduct of all the affairs of the College except those which by law, these By-Laws, the Standing Orders, or other orders of the Board are the specific responsibility of other persons or bodies. Except when formally excused, the President of the College is directed to attend all regular and special meetings of the Board and its committees. Further, the President is authorized to bring matters before the Board or any of its committees for discussion and action at any meeting.

2. Administrators. The President of the College is authorized to recommend for appointment by the Board Vice Presidents, Deans and other administrators necessary for carrying out the administrative functions of the College. All administrators of the College shall be under the general supervision of and shall exercise such powers and duties as may be prescribed by the President of the College.

ARTICLE V

CONSTITUENT REPRESENTATIVES

1. The Associated Students of Olympic College (ASOC) and the Olympic College Association of Higher Education (OCAHE) and Olympic College Washington Public Employees Association (OCWPEA) may annually designate a person and an alternate to attend public meetings and present the organization’s report to the board; and upon invitation from the Chairperson of special committee or the Chairperson of the Board, a representative of each organization may sit at meetings of special committees of the Board or at any other public meetings. In order to assure continuity, persons other than the representatives so designated may not represent those organizations at meetings of the Board. Participation of any of the aforementioned representatives shall be at the expense of the organization which they represent and not an expense obligation of the Board.

2. Such representatives may be invited to speak on selected matters before the board by any member of the Board or the President of the College. Concerning any other matters, such representatives may communicate with the Board in accordance with Article II, Paragraph II of the By-Laws of the Board.

3. Notice of public meetings shall be given such representatives in the same manner and at the same time as notice is given members of the Board.

4. Not less than four calendar days before any regular meeting, the Secretary shall mail to the OCAHE and ASOC an agenda setting forth the matters which are to be considered at the meeting (of Art II, Para. 3).

ARTICLE VI

EXERCISE OF POWERS

The Board and its committees shall act only at meetings called as provided by applicable law and these By-Laws. All matters coming before the Board shall be determined by the majority vote of not less than three (3) of its members present, the members present being not less than a quorum, except as otherwise specified herein. The member of the Board who is presiding at a meeting shall be entitled to make motions, second motions, vote, and otherwise participate in the meeting to the same extent as the other members of the Board.

ARTICLE VII

STANDING ORDERS

The Board may by resolution delegate authority to the president of the college. Standing Orders for the governance of the College and for regulation of the business of the Board, not inconsistent with these By-Laws, may from time to time be adopted, amended or modified at any public meeting of the board to define the limits of such delegation.

ARTICLE VIII

AMENDMENTS

These By-Laws may be amended or repealed at any meeting in whole or in part by the affirmative vote of a majority of the members of the Board: Provided, that a draft of the proposed amendment or repeal shall have been mailed to each Board member, OCAHE and ASOC at least four calendar days prior to a regular meeting or with notice of a special meeting.

Reservation of Powers

Notwithstanding the broad delegation of authority to the President of Olympic College, the Board of Trustees reserves to itself jurisdiction and authority over the following matters:

Granting or denying tenure to Faculty

Adoption, amendment or revocation of rules under the Administrative Procedures Act

Reduction in force of faculty and dismissal of full-time faculty, including non-renewal of tenure track faculty

Approval of Employee Collective Bargaining Agreements

Approval of college operating budget and capital budget requests to the State Board

Naming of college buildings

Approval of tuition rates, operating fees and special fees when at the discretion of the college

Approval of request for employee indemnification and representation

Authorization to purchase real estate and every lease of real property for a term of three (3) years or more when the college is required to make payment of $50,000 or more in a fiscal year under the terms of the lease

Such other matters as may from time to time be identified herein.

Limitations on Delegation

Notwithstanding the broad delegation of authority to the President of Olympic College, the Board of Trustees reserves to itself jurisdiction and authority over the following matters when the dollar value is in excess of the following limits:

Approval of preliminary and final design of capital projects over $5,000,000

Modifications to the operating budget in excess of 3%

Sale or conveyance of gifted property when the value is in excess of $50,000

Acceptance of gifts when the value is in excess of $25,000

Such other matters as may from time to time be identified herein.