103 Board of Trustees Meetings

P-103.1 Notice of Board Meetings - It is the policy of the district to inform the public of Board of Trustee meetings in accordance with law. The President’s Executive Assistant or designee has the responsibility to post notice of Board meetings.

All Meetings - Notice of all Board meetings (regular, special and closed) shall be given at least 24 hours in advance of the meeting, exclusive of weekends and holidays, unless for good cause such notice is impossible or impractical, in which case as much notice is reasonably possible shall be given. The nature of the good cause must be stated in the minutes.

The notice shall be posted on the window of the President’s Office which is located in the Social Sciences Building, Room 2104.

All interested news media organizations will be notified, upon request, of all meetings of the Board of Trustees. To be notified of these meetings, a news media organization should make a request to the President’s Executive Assistant.

Open Meetings - Public notice of an open meeting will include the time, date, place and tentative agenda advising the public of the matters to be considered.
Closed Meetings - Public notice of a closed meeting will include the time, date and place of the meeting and the specific statutory exemption under which the meeting will be closed.

Closed Meetings - Public notice of a closed meeting will include the time, date and place of the meeting and the specific statutory exemption under which the meeting will be closed.

P-103.2 Board Meetings - Board meeting procedures and schedules shall be established by the Board.

Regular Meetings - The regular monthly meeting of the Board of Trustees is held on a regularly scheduled day, established annually, except when the Board selects an alternate date for an individual meeting.

Board meetings are normally held in the Board Room, Social Sciences Building, Room 2102. The facility is accessible to individuals with disabilities.

Recording open meetings by audiotape, videotape or other electronic means is allowed by law. However, the Board may establish guidelines regarding the manner in which such recordings are conducted to minimize disruption to the meeting. Recording a closed meeting is prohibited unless permission has been granted by the Board.

Special Meetings - Special meetings may be called at any time by the President of the Board or by the Board Secretary, upon the written request of a majority of the members of the Board. Each member shall be notified of the time, place and purpose of the meeting at least 48 hours prior to the meeting. At such special meeting, no business shall be transacted other than that stated in the call; provided, however, that if all members of the Board shall, in writing, waive the notice herein required, such a special meeting may be held at any time and for any purpose.

Quorum - At all meetings of the Board of Trustees, whether regular or special, a majority of the entire membership of the Board shall constitute a quorum to do business. However, no contract shall be let, teacher employed or dismissed, or bill approved unless a majority of the whole Board votes therefor.

Meetings to be Public - All meetings of the Board of Trustees shall be open to the public unless closed as authorized by law.

Representatives of the Faculty Senate and Student Senate - The Board of Trustees officially recognizes a member of the Faculty Senate and a member of the Student Senate selected by these two bodies as their representatives. These representatives will receive notices of the Board meetings and agendas and will be invited to attend the Board meetings.

Participation By Telephone - The Board may allow members to participate in meetings by telephone. However, in order to vote on an item, Board members must be connected with the meeting throughout the discussion of that item of business. If a Board member joins the meeting by telephone after an item of business has been opened, the remotely located member shall not participate until the next item of business is opened.

If the Board allows a member to participate by telephone, the member will be considered present and will have his or her actual physical presence excused. The member shall be counted present for purposes of convening a quorum. The Board secretary will document it in the minutes when members participate in the meeting by telephone.

Board members participating by telephone cannot cast roll call votes unless an emergency exists and a quorum of the Board is physically present. If such an emergency exists, the nature of the emergency shall be stated in the minutes. Board members participating by telephone may cast votes other than roll call votes.

Any Board member wishing to participate in a meeting by telephone will notify the Board President as early as possible. The President will arrange for the meeting to take place in a location with the appropriate equipment so that Board members participating in the meeting by telephone may interact and the public may observe or hear the comments made. The President will take measures to verify the identity of any remotely located participants.

P-103.3 Missouri Sunshine Law - The Board reserves the right, as provided by law, to conduct closed meetings, including any records or votes, to the extent allowed under the Missouri Sunshine Law.

Procedure for Authorizing a Closed Meeting - Public notice of closed meetings shall be given in accordance with Board policy and law. A majority of a quorum of the Board shall vote to close a meeting, in accordance with law. The reason for holding the closed meeting, with reference to the specific statutory exemption relied upon for closure and the roll call vote of each member on the question of holding a closed meeting, shall be announced publicly at an open session and entered into the minutes. Only business directly related to the specific exemptions may be discussed or voted upon at a closed meeting.

Objection to Closed Meeting - In the event a motion is made to close a meeting, record or vote and a Board member believes that the motion would violate the Missouri Sunshine Law if passed, the Board member may state his or her objection to the motion before or at the time the vote is taken. The Board secretary will enter the objection in the minutes. Once the objection has been made, the Board member shall be allowed to fully participate in the meeting, record or vote even if it is closed over the member’s objection. If the Board member voted against the motion to close the meeting, record or vote, the recorded objection and the vote is an absolute defense to any claim filed against the Board member pursuant to the Missouri Sunshine Law.

Closed Meeting Location - The Board shall only close that portion of the meeting facility needed to house the Board in closed session. Members of the public must be allowed to remain in the meeting facility so that they may attend any open meeting that follows the closed meeting.

Confidentiality - The Board members and employees in attendance are honor bound not to disclose the details or discussions of the closed meetings, records or votes. District employees who fail to keep closed information or closed meetings confidential may be disciplined or terminated. The Board may publicly admonish Board members who fail to keep closed records and meeting confidential in violation of this policy.

Exemptions Allowing Closed Meeting, Record and Vote - Unless otherwise determined by the Board, any meeting, record or vote pertaining to the following topics shall be considered a closed meeting, closed record, or closed vote:

  1. Legal actions, causes of action or litigation involving the district and any confidential or privileged communication between the district or its representatives and its attorneys. Any minutes, vote or settlement agreement relating to legal actions, causes of action or litigation involving the district or an agent representing the district, including any insurance company acting on the district’s behalf, shall become available to the public upon final disposition of the matter voted upon or upon the signing of a settlement agreement by the parties. A settlement agreement may be ordered closed by a court. However, the agreement must be available to the public. When the district makes a decision involving the exercise of eminent domain, the vote shall become public immediately following the meeting in which the vote was taken to authorize institution of such legal matter. Legal work product is considered a closed record.
  2. The lease, purchase or sale of real estate by the district where public knowledge of the transaction might adversely affect the amount to be received or spent by the district. Any minutes, vote or public record approving such a contract shall become available to the public upon execution of the lease, purchase or sale of the real estate.
  3. Hiring, firing, disciplining or promoting of particular employees by the district when personal information about the employee is discussed or recorded. Any vote on a final decision to hire, fire, promote or discipline an employee must be made available, with a record of how each member voted, to the public within 72 hours of the close of the meeting where the action occurred. However, the district will attempt to notify the affected employee during the 72-hour period before the decision is made available to the public. The term “personal information” means information relating to the performance or merit of individual employees.
  4. Proceedings involving the mental or physical health of an identifiable individual.
  5. Scholastic probation, expulsion or graduation of identifiable persons, including record of individual tests or examination scores, except that such records will be open to inspection by the student(s) and his/her/their parent(s), guardian(s), or other custodian(s) as permitted by law.
  6. Testing and examination materials until the test or examination is given for the final time.
  7. Welfare cases of identifiable individuals.
  8. Preparations on behalf of the district or its representative for negotiations with employee groups, including any discussion or work product.
  9. Software codes for electronic data processing and documentation thereof.
  10. Competitive bidding specifications until officially approved or published.
  11. Sealed bids and related documents until the bids are opened; sealed proposals are related documents until all proposals are rejected; or any documents related to a negotiated contract until a contract is executed.
  12. Individually identifiable personnel records, performance ratings or records pertaining to employees or applicants for employment. However, the names, positions, salaries and lengths of service of district employees shall be available to the public.
  13. Records protected from disclosure by law.
  14. Scientific and technological innovations in which the owner has a proprietary interest.
  15. Records relating to municipal hotlines established for reporting abuse and wrongdoing.
  16. Confidential or privileged communications between the Board and its auditor, including all auditor work product. However, all final audit reports issued by the auditor are to be considered open records.
  17. Existing or proposed security systems and structural plans of real property owned or leased by the district where public disclosure would threaten public safety. Procurement records or expenditures relating to security systems purchased with public funds shall be open. When the district is seeking to close this information, it must affirmatively state in writing that disclosure would impair the district’s ability to protect the security or safety of persons or real property and that he public interest in nondisclosure outweighs the public interest in disclosure of the records.
  18. Records that identify and would allow unauthorized access to or unlawful disruption of the configuration of components or the operation of a computer, computer system computer network of the district if released. This exception shall not be used to limit or deny access to otherwise public records in a file, document, data file or database containing public records. Records related to the procurement of or expenditures for such computer, computer system, computer network or telecommunications network shall be open.
  19. Credit card numbers, personal identification numbers, digital certificates, physical and virtual keys, access codes or authorization codes that are used to protect the security of electronic transactions between the district and a person or entity doing business with the district. However, the record of a person or entity using a district credit card or any record of a transaction that is reimbursed by the district will be open.

Closed Meeting Minutes - Minutes and other records pertaining to executive meetings are considered closed records of the district. The public vote authorizing the holding of a closed meeting shall, unless otherwise specified in the motion being voted upon, automatically authorize the minutes and other records pertaining to said closed meeting to also be closed.

P-103.4 Voting - Voting at meetings of the Board of Trustees shall be conducted in accordance with the provisions set out below.

In General - All motions will be recorded in the minutes, including the name of the person seconding any motion and the record of the vote. Minimally, the number of “yes” and “no” votes on any question shall be recorded in the minutes unless a roll call vote is required by law. When a member abstains from voting, such abstention shall not be counted as a vote either for or against the proposal, but shall be entered in the minutes as an abstention. The President shall have a vote on all questions.

Any member upon request may have a brief explanation of their vote recorded on any question. Any member may also change his or her vote if such request is made prior to consideration of the next order of business.

Motions pass with an affirmative vote from the majority of the quorum present at the meeting, unless otherwise limited by law. A majority of the whole Board must vote to enter into a contract, employ a person, approve a bill or issue a warrant.

Voting in Open Session - Voting in open session must be conducted in a manner that allows the Board secretary to accurately discern and record the number of persons voting for or against the motion as well as the persons abstaining from the motion.

The Board may decide to vote by roll call in open session. Any member desiring a roll call vote shall so request it of the President and upon being recognized shall proceed to cast his vote first, the vote then proceeding in a clockwise manner until all have voted, and the vote shall be so recorded. When voting to adjourn to closed session, the specific reason for closing the meeting must be announced publicly by reference to a specific section of the law and the vote must be taken by roll call.

In the event a motion is made to close a meeting, record or vote and a Board member believes that the motion, if passed, would violate the Missouri Sunshine Law, the Board member may state his or her objection to the motion before or at the time the vote is taken. The Board secretary will enter the objection in the minutes. Once the objection has been made, the Board member shall be allowed to fully participate in the meeting, record or vote even if it is closed over the member’s objection. If the Board member voted against the motion to close the meeting, record or vote, the recorded objection and the vote is an absolute defense to any claim filed against the Board member pursuant to the Missouri Sunshine Law.

Voting in Closed Session - All votes taken in closed session shall be taken by roll call, including the vote to adjourn.

Voting By Telephone - The Board may allow members to participate in meetings by telephone. In order to vote on an item, Board members must be connected with the meeting throughout the discussion of that item of business. If a Board member joins the meeting by telephone after an item of business has been opened, the remotely located member shall not participate until the next item of business is opened.

Board members participating by telephone cannot cast roll call votes unless a district emergency exists and a quorum of the Board is physically present. If such an emergency exists, the nature of the district emergency shall be stated in the minutes. Board members participating by telephone may cast votes other than roll call votes.

P-103.5 Minutes - Minutes of open and closed meetings shall be taken and retained by the Board, including a record of any votes taken at such meetings. This shall normally be the responsibility of the Recording Secretary of the Board. The President’s Executive Assistant or designee shall be the Recording Secretary of the Board. The minutes shall include the date, time, place, members present, members absent and a record of any votes taken. When a roll call vote is taken, the minutes shall attribute each “yes” and “no” vote, or abstinence if not voting, to the name of the individual member of the Board.

The Recording Secretary will keep the official Minutes Book of all Board meetings. These minutes must be approved by a majority vote of the Board of Trustees and signed by the President and Secretary of the Board.

Minutes are not considered official until approved by a majority of the Board of Trustees and signed by the President and Secretary of the Board. A draft version of the minutes shall be available for public inspection and/or copying once they are completed by the Recording Secretary and reviewed and approved by the President of the College. Draft versions shall be clearly marked “DRAFT” and are subject to revision until adoption by the Board of Trustees.

The minutes of all open meetings shall be published in the next Board of Trustees meeting agenda for approval and/or correction. All approved minutes shall be maintained in a permanent file in the office of the Recording Secretary and made available for public viewing during regular working hours. Copies are available for a predetermined fee.

Minutes of all closed meetings shall be reviewed and approved by the Board at the next closed meeting and shall be maintained in the office of the Recording Secretary. Minutes of closed meetings are not available for inspection or copying by the public.

Policy Code Key
P Policy PR Procedure D Definition S Supplement

Content Owner: Donna Davis — ddavis@stchas.edu
Page Updated by: Rita Lilly
Date Issued: 
Date Revised: 01/16/2008, 06/16/2014