Article II.01 Board of Trustees Meetings: Procedures

Policy

⇓ Procedures ⇓

Article II.01 Board of Trustees Meetings Procedures

Meeting Agenda

The agenda for all regular and special Board meetings will be prepared by the College President and will be forwarded to trustees at least 48 hours prior to the meeting. Individual trustees may present an item or items for the agenda to the College President prior to agenda preparation; trustees should provide as much notice as possible for changes to the meeting agenda. Items may be placed on the agenda at the meeting by a majority vote of the Board of Trustees. 

Order of Business

The Board President will call the members to order on the appearance of a quorum at the meeting. The order of business, unless modified by the Board of Trustees, will be as follows:

  1. Call to Order and Introduction of Guests
  2. Pledge of Allegiance
  3. Acceptance of Minutes
  4. Approval of Agenda
  5. Treasurer’s Report
  6. Approval for Payment of Bills
  7. Public Comments
  8. Informational Reports
  9. Report of the College President
  10. Agenda Items
  11. Adjournment

Debate

No member will speak more than five minutes at any one time on any motion under discussion nor will the same member speak again until all members have had the opportunity to speak. No member will speak more than twice to the same question without consent of a majority of the Board, and no member will take more than three minutes to explain their vote. When the motion to close debate prevails, no further debate will be in order.

Rules of Order

In all matters not governed by Missouri statute or district procedures, meeting protocol will be governed by the manual known as Robert’s Rules of Order. 

Representatives of the Faculty Association and Student Government Association

The Board of Trustees will recognize a member of the Faculty Association and a member of the Student Government Association who is selected by these two bodies to be their representatives. These representatives will receive notices of Board meetings and be invited to attend. 

Participation by Telephone

The Board of Trustees may allow its members to participate in meetings by telephone. If a trustee is allowed to participate by telephone, their remote participation will be documented in the official meeting minutes and he or she will be considered present, will have his or her physical absence excused, and will be counted present for purposes of convening a quorum. (RSMO 610.015) 

Trustees who wish to participate in a meeting by telephone will contact the Board President with as much notice as possible, and the Board President will work with the College President to arrange for a meeting location with the appropriate equipment to ensure ease of trustee interaction and public observation. The College President will take measures to verify the identity of any remotely connected participants. Voting procedures are included in the related section of this manual. 

Meeting Minutes

Minutes of open and closed meetings, including a record of any votes taken at such meetings, will be taken and retained by the Board of Trustees. Maintenance of meeting records for the Board of Trustees is the responsibility of the Recording Secretary. The Executive Assistant to the College President, or designee, will be the Recording Secretary. The minutes will include the date, time, location, members present, members absent, and a record of any votes taken. When a roll call vote is taken, the minutes will attribute each “yes” vote, each “no” vote, and each abstinence if not voting, to the name of individual trustees. (RSMO 610.020.7) 

The Recording Secretary will maintain the official Minutes Book of all public and closed meetings of the Board of Trustees. Minutes are not considered official until approved by a majority of the Board of Trustees and signed by the Board President, Board Secretary, and Recording Secretary. Approval and/or correction of prior meeting minutes will be included on the agenda for each Board of Trustees meeting. All approved minutes will be maintained in a permanent file in the office of the Recording Secretary and made available for public inspection or copying during regular office hours. (RSMO 610.023) Fees for copying of public records may be assessed. (RSMO 610.026) 

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

Public Records

The Board of Trustees has appointed the Vice President for Administrative Services as the official Custodian of Records for the district. The Vice President for Human Resources is responsible for records related to the College President's performance evaluation and employment contract, and the Executive Assistant to the College President/Recording Secretary is responsible for other records related to the Board of Trustees. The identity and location of these individuals is available upon request. (RSMO 610.023.1) 

Procedures for release of public records are included in Article II.02 Release of Public Records.

Public Notice Procedures

The Office of the President will be responsible for public notice of meetings of the Board of Trustees. Notice will include the time, date, and location of each meeting, along with the tentative agenda. If the meeting is to be conducted by telephone or other electronic means, public notice will identify the mode by which the meeting will be conducted and the designated location where the public may observe and attend the meeting.  If the Board of Trustees plans to meet by internet chat, internet message board, or other computer link, the notice will be posted on the institution’s website in addition to the President’s Office, and the notice will include instructions to the public for access to the meeting. (RSMO 610.020) 

Concurrent with the public notice being made available to the Board of Trustees, copies will be made available to any representative of the news media who requests notice of meetings of the district, and the notice will be posted prominently on the window of the Office of the President, Social Sciences Building, Office 2104, which is easily accessible to the public and is clearly designated as the principle office for business related to the Board of Trustees. 

Notice conforming with all of the above requirements will be given at least 24 hours, exclusive of weekends and holidays when the campus is closed, prior to commencement of any meeting of the Board of Trustees unless for good cause such notice is impossible or impractical, in which case as much notice as is reasonably possible will be given. When it is necessary to hold a meeting on less than twenty-four hours' notice, or at a place that is not reasonably accessible to the public, or at a time that is not reasonably convenient to the public, the nature of the good cause justifying that departure from the normal requirements will be stated in the minutes.

Special Meeting Procedures

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

Procedure for Authorizing a Closed Meeting

In accordance with Missouri’s Sunshine Law (RSMO 610.022), public notice of closed meetings will include the time, date and place of the closed meeting or vote and the reason for holding it by reference to one of the following exceptions allowed under RSMO 610.021:

  1. Legal actions, causes of action, or litigation involving the district and any confidential or privileged communications between the district or its representatives and its attorneys.
    1. Minutes, vote or settlement agreement relating to legal actions, causes of action or litigation involving the district or any agent or entity representing its interests or acting on its behalf or with its authority, including any insurance company acting on behalf of the district as its insured, will be made public upon final disposition of the matter voted upon or upon the signing by the parties of the settlement agreement, unless, prior to final disposition, the settlement agreement is ordered closed by a court after a written finding that the adverse impact to a plaintiff or plaintiffs to the action clearly outweighs the public policy considerations of section 610.011. The amount of any moneys paid by, or on behalf of, the district will be disclosed; however, in matters involving the exercise of the power of eminent domain, the vote will become public immediately following action on the motion to authorize institution of such a legal action. Legal work product is considered a closed record;
  2. Leasing, purchase, or sale of real estate by the district where public knowledge of the transaction might adversely affect the legal consideration therefor.
    1. Minutes, votes, or public record approving a contract relating to the leasing, purchase, or sale of real estate by the district will become 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.
    1. Any vote on a final decision, when taken by the district, to hire, fire, promote, or discipline an employee of the district will be made available to the public, with a record of how each member voted, within seventy-two hours of the close of the meeting where the action occurs; however, any employee so affected will be entitled to prompt notice of such decision during the seventy-two-hour period before the decision is made available to the public. As used in this subdivision, the term "personal information" means information relating to the performance or merit of individual employees.
  4. The state militia or National Guard or any part thereof.
  5. Non-judicial mental or physical health proceedings involving identifiable persons, including medical, psychiatric, psychological, or alcoholism or drug dependency diagnosis or treatment.
  6. Scholastic probation, expulsion, or graduation of identifiable individuals, including records of individual test or examination scores.
    1. Personally identifiable student records maintained by public educational institutions will be open for inspection by the parents, guardian, or other custodian of students under the age of eighteen years and by the parents, guardian, or other custodian and the student if the student is over the age of eighteen years.
  7. Testing and examination materials, before the test or examination is given or, if it is to be given again, before so given again.
  8. Welfare cases of identifiable individuals.
  9. Preparation, including any discussions or work product, on behalf of the district or its representatives for negotiations with employee groups.
  10. Software codes for electronic data processing and documentation.
  11. Specifications for competitive bidding, until either the specifications are officially approved by the district or the specifications are published for bid.
  12. Sealed bids and related documents, until the bids are opened; and sealed proposals and related documents or any documents related to a negotiated contract until a contract is executed, or all proposals are rejected.
  13. Individually identifiable personnel records, performance ratings, or records pertaining to employees or applicants for employment. This exemption does not apply to the names, positions, salaries, and lengths of service of officers and employees of public agencies once they are employed as such, and the names of private sources donating or contributing money to the salary of a chancellor or president at all public colleges and universities in the state of Missouri and the amount of money contributed by the source.
  14. Records which are protected from disclosure by law.
  15. Meetings and public records relating to scientific and technological innovations in which the owner has a proprietary interest.
  16. Records relating to municipal hotlines established for the reporting of abuse and wrongdoing.
  17. Confidential or privileged communications between the district and its auditor, including all auditor work product.
    1. All final audit reports issued by the auditor are considered open records pursuant to this chapter.
  18. Operational guidelines, policies, and specific response plans developed, adopted, or maintained by the district’s law enforcement, public safety, first response, or public health for use in responding to or preventing any critical incident which is or appears to be terrorist in nature and which has the potential to endanger individual or public safety or health.
    1. Financial records related to the procurement of or expenditures relating to operational guidelines, policies, or plans purchased with public funds will be open. District records will affirmatively state, in writing, if disclosure of the information would impair the district’s ability to protect the security or safety of persons or real property, and that the public interest in nondisclosure outweighs the public interest in disclosure of the records if it is necessary for the records to remain closed.
  19. Existing or proposed security systems and structural plans of real property owned or leased by the district, and information that is voluntarily submitted by a nonpublic entity owning or operating an infrastructure to the district for use by the district to devise plans for protection of that infrastructure, the public disclosure of which would threaten public safety:
    1. Records related to the procurement of or expenditures relating to security systems purchased with public funds will be open.
    2. District records will affirmatively state, in writing, if disclosure of the information would impair the district’s ability to protect the security or safety of persons or real property, and that the public interest in nondisclosure outweighs the public interest in disclosure of the records if it is necessary for the records to remain closed.
    3. Records that are voluntarily submitted by a nonpublic entity will be reviewed by the receiving agency within ninety days of submission to determine if retention of the document is necessary in furtherance of a state security interest. If retention is not necessary, the documents will be returned to the nonpublic governmental body or destroyed;
  20. The portion of a record that identifies security systems or access codes or authorization codes for security systems of real property.
  21. Records that identify the configuration of components or the operation of a computer, computer system, computer network, or telecommunications network and would allow unauthorized access to or unlawful disruption of a computer, computer system, computer network, or telecommunications network of the district.
    1. This exception will 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 relating to such computer, computer system, computer network, or telecommunications network, including the amount of moneys paid by, or on behalf of the district for such computer, computer system, computer network, or telecommunications network will be open.
  22. 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 a district.
    1. Nothing in this section shall be deemed to close the record of a person or entity using a credit card held in the name of the district or any record of a transaction made by a person using a credit card or other method of payment for which reimbursement is made by the district.
  23. Records submitted by an individual, corporation, or other business entity to the district in connection with a proposal to license intellectual property or perform sponsored research and which contains sales projections or other business plan information the disclosure of which may endanger the competitiveness of a business.

Closed Meeting Minutes

Minutes and other records pertaining to closed meetings are considered closed records of the district. The public vote authorizing the holding of a closed meeting will, 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. 

Objection to Closed Meeting

In the event any member of the Board of Trustees makes a motion to close a meeting, or a record, or a vote from the public and any other member believes that such motion, if passed, would cause a meeting, record, or vote to be closed from the public in violation of any provision of RSMO 610, the latter trustee will state his or her objection to the motion at or before the time the vote is taken on the motion. The Recording Secretary will enter in the minutes of the Board of Trustees meeting any objection made pursuant to this procedure.  Any trustee making such an objection will be allowed to fully participate in the meeting, record, or vote that is closed from the public over the trustee’s objection.  In the event the objecting trustee also voted in opposition to the motion to close the meeting, record, or vote at issue, the objection and vote of the trustee as entered in the minutes will be an absolute defense to any claim filed against the objecting member pursuant to RSMO 610.027. 

Closed Meeting Location

The Board of Trustees will only close that portion of the meeting facility needed to house the Board of Trustees in closed session. Members of the public will be allowed to remain in the meeting facility so that they may attend any open meeting that follows the closed meeting. 

Confidentiality of Closed Meetings, Records, and Votes

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

Voting

Voting at meetings of the Board of Trustees will be conducted in accordance with the applicable law and provisions set out in administrative procedures. 

General Voting Procedures

All motions will be recorded in the minutes, including the name of the person making and seconding any motion and the record of the vote.  If a roll call is taken, the record will attribute each "yea" and "nay" vote, or abstinence if not voting, to the name of the individual trustee. The Board President will have a vote on all questions. 

All votes taken by roll call will be cast by trustees who are physically present and in attendance at the meeting or who are participating via videoconferencing.  When it is necessary to take votes by roll call due to an emergency, with a quorum of the Board physically present and in attendance and less than a quorum of the Board participating via telephone, facsimile, internet, or any other voice or electronic means, the nature of the emergency justifying the departure from normal requirements will be stated in the minutes. Where such emergency exists, the votes taken will be regarded as if all members were physically present and in attendance at the meeting. (RSMO 610.015) 

Any trustee, upon request, may have a brief explanation of their vote recorded on any question. Any trustee may also change his or her vote if such a 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 entire 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 which allows the Recording Secretary to accurately discern and record the number of persons voting for or against the motion as well as the persons abstaining from the vote. 

The Board of Trustees may decide to vote by roll call in open session. Any trustee who desires a roll call vote will so request it of the Board President and, upon being recognized, will proceed to cast his or her vote first, the vote then proceeding in a clockwise manner until all have voted, and the vote will be so recorded. When voting to adjourn to closed session, the specific reason for closing the meeting will be announced publicly by reference to the specific section of RSMO 610.021, and the vote will be taken by roll call. 

Voting in Closed Session

All votes taken in closed session will be taken by roll call, including the vote to adjourn. (RSMO 610.015) 

Voting by Telephone

The Board of Trustees may allow members to participate in meetings by telephone; however, in order to vote on an item of business, the remotely located trustee must be connected with the meeting throughout discussion of the item. If joining the meeting by telephone after an item of business has been opened, the remotely connected trustee will not participate until the next item of business is opened. 

Remotely connected trustees will not be allowed to 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 will be stated in the official meeting minutes. Remotely connected trustees may cast votes other than roll call votes. (RSMO 610.015)

Content Owner: Office of the President
Revised: 08/2018, 05/2019

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