Article V Committees - Board of Trustees Bylaws

A. Creation and Membership

1. The Board of Trustees may establish such standing committees and such ad hoc committees as it deems necessary to conduct the work of the Board, further the development of the College, and facilitate the engagement of each trustee in the strategic issues that face the institution. Membership on each committee is limited to current Board members.
2. The following standing committees are established under this Article:
   1. Executive Committee
   2. Finance, Facilities and Audit Committee
   3. Student Success and Academic Programs Committee

To aid and promote good governance, Board members are encouraged to attend meetings of standing committees to which they are not assigned. While not permitted to vote on matters coming before the committees to which they are not assigned, Board members shall use this opportunity to increase their awareness of important matters that are before the College.

B. Limitation of Authority

1. If the Board, in regular or special meetings, authorizes a committee to act on a matter referred to it, the Chair of such committee shall report at the next scheduled meeting to the full Board on action taken by the committee. Each committee shall make available a copy of its minutes to the full Board.
2. The following matters, however, shall be reserved for action by the full Board, meeting in regular or special called meetings:
   1. Presidential selection, evaluation, compensation, and termination, subject, however, to salary schedules and guidelines for community college presidents and any applicable supplements thereto adopted by the State Board.
   2. Board officer selection.
   3. Bylaw amendments.
   4. Review of College mission, vision, and values.
   5. Adoption of budgets.
   6. Acquisition, transfer, or disposition of all real property.
   7. Final approval of the selection of designers and contractors for construction projects.

C. Meeting Procedures

Committee meetings shall be called by the Chair of the committee and held in accordance with the requirements set forth in Article VI, Sections A(2), B(4), and C-G of these Bylaws.

D. Executive Committee

1. Purpose.  The Executive Committee's central purpose is to help the Board function efficiently and effectively and in alignment with the College's vision, mission, values, and strategic goals by (a) annually evaluating the governance structure of the Board of Trustees and its committees and reporting the results of its evaluation to the full Board and (b) acting on behalf of the Board as expressly defined within this Article on matters of urgency that would cause undue hardship to the College if delayed until the next regular Board meeting or until a special meeting of the Board can be called.  
2. Membership.  The Executive Committee shall consist of the Chair of the Board, the Vice-Chair, the Chairs of the other standing committees, and one additional voting Board member, as appointed by the Chair.
3. Authority and Responsibilities.  The authority and responsibilities of the Executive Committee shall include:
   1. In coordination with the President, reviewing proposed amendments to bylaws and College policies (other than College policies within the purview of the Finance, Facilities and Audit Committee or the Student Success and Academic Programs Committee), and recommending amendments to the Board when appropriate. 
   2. All actions of the Executive Committee taken in accordance with clause (b) of the statement of purpose of this committee shall be reported to the full Board at the next regular or special meeting thereof.
   3. When requested by the Chair, coordinating communication between the Board, the State Board, and Central Piedmont Community College Foundation Board of Directors.
   4. Prior to the scheduled expiration of the terms of office of one or more Board members or at any time when a resignation occurs, partnering with the President to identify prospective Board members to fill vacancies, encouraging the application of qualified prospects for Board vacancies, and informing appointing bodies of qualified applicants who are willing to serve and current members who are willing to be re-appointed.
   5. Establishing and maintaining Board policy for institutional fund-raising activities consistent with the mission and purpose of the College.
   6. Partnering with the College President and the Central Piedmont Community College Foundation to recommend proposed institutional fund-raising priorities and activities for Board consideration.
   7. Executing any other functions necessary to carry out its responsibilities as authorized by the Board.

E. Finance, Facilities and Audit Committee

1. Purpose.  The role of the Finance, Facilities and Audit Committee is to oversee, and provide recommendations to the full Board regarding, the College's fiscal affairs and its capital and facilities improvement projects. The committee shall think and act strategically in making budget allocations and facility improvements that align with the College's vision, mission, values, and strategic goals to best serve the interests of students. 
2. Membership.  The Finance, Facilities and Audit Committee shall consist of at least five voting Board members, one of whom shall be the Chair or Vice Chair of the Board.
3. Authority and Responsibilities.  The responsibilities of the Finance, Facilities and Audit Committee include the following:
   1. Finance Functions
      1. Reviewing, revising (as needed), and recommending to the full Board for approval the annual operating and capital budget proposals put forth by the College President in support of the mission, purpose, and advancement of the College. 
      2. Monitoring the College’s operating performance and capital expenditures in relation to budgeted amounts.
      3. In coordination with the President, reviewing proposed changes to College policies that relate to finance, facilities or audit matters, and recommending amendments to the Board when appropriate. 
      4. Serving as the investment committee of the Board and in such capacity making recommendations on investment options, monitoring the performance of investments and recommending investment policies for approval by the full Board with respect to the College funds that are available to be invested.
      5. Overseeing the Board's commitment to non-discrimination and equal opportunity in all policies and practices pertaining to “Historically Underutilized Businesses” in the awarding of contracts and the procurement of goods and services.
      6. Ensuring, in consultation with the College President, that the College compensation and benefit systems are equitable, competitive, and within resources available to the College. The committee will consult with the President about her/his recommendations for adjustments to salaries and benefits. The committee will review, evaluate, and forward to the full Board for consideration employee compensation and benefit policies recommended by the President.
      7. Reviewing, modifying as needed, and recommending action to the full Board proposals pertaining to any student fees set by the Board.
      8. Monitoring the adequacy of the College’s insurance programs, including liability and property coverage.
      9. Advising the Board on other matters related to the finances and budgets of the College.
   2. Facilities Functions
      1. Developing, together with the College President, and presenting to the Board long-term funding projections required to meet the College’s operating and facility needs.
      2. Periodically reviewing the adequacy, condition, and maintenance of capital assets, and reporting the results of such review to the Board.
      3. Maintaining a current Facility Master Plan for land acquisition and facility development, consonant with the College's Strategic Plan.
      4. Recommending to the Board (i) the selection of designers and architects for construction projects and (ii) the awarding of construction contracts.
      5. Receiving annual reports on College public safety.
      6. Advising the Board on other matters related to the facilities of the College.
   3. Audit Functions
      1. Reviewing, at least annually, the qualification, performance, effectiveness, and independence of the College’s independent auditors.
      2. In consultation with the College’s independent auditors, reviewing the integrity of the college’s financial reporting processes, considering:
         1. Critical accounting policies and practices used by the College;
         2. Significant financial reporting issues and judgments made in connection with the preparation of the financial statements;
         3. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the College’s selection or application of accounting principles; and
         4. Major issues as to the adequacy of the College’s internal controls designed to provide reasonable assurance that assets are safeguarded, that prescribed policies and procedures are followed, and that transactions are properly recorded and reported.
      3. Accepting the independent auditor’s reports on the financial statements of the College.
      4. Reviewing the auditor’s “Management letter” and management’s response to any weakness identified.
      5. Meeting annually with the director of the College’s internal audit office to review the internal audit plan for the upcoming year and any significant lack of controls or business risks revealed in the internal audits conducted in the past year. 
      6. Advising the Board on other audit matters.

F. Student Success and Academic Programs Committee

1. Purposes.  The primary purposes of the Student Success and Academic Programs Committee are (a) the continuous review and evaluation of policies, programs, and initiatives that promote student engagement, enable student advancement, and facilitate student completion, (b) the continuous review and evaluation of instructional and academic programs, courses of study, and workforce development activities, and overseeing the development and implementation of new curricula, and (c) making recommendations to the Board with regard to the awarding of honorary degrees.  The committee shall engage in thoughtful discussions about the entire academic program of the College and the methods by which the College supports student success, with a view towards meeting the needs of the community and a diverse student body in a manner that is consistent with the College’s Strategic Plan.
2. Membership.  The Student Success and Academic Programs Committee shall consist of at least five voting Board members, one of whom shall be the Chair or Vice-Chair of the Board.
3. Authority and Responsibilities. The responsibilities of the Student Success and Academic Programs Committee include:
   1. Student Success Functions
      1. Reviewing Board policies to assess their appropriateness for the needs of the College's diverse student body. In consultation with the President, reviewing existing and recommending proposed student policies for Board action. 
      2. Receiving reports from the SGA and other student organizations.
      3. Receiving reports on campus safety and security, The Clery Act, Title IX, and other student-related issues.
      4. Overseeing the Board's commitment to non-discrimination and equal opportunity in all policies and practices pertaining to students, prospective students, and applicants.
      5. Monitoring data with regard to student enrollments, retention, progression, transfer and completion.
      6. Monitoring data with regard to student support resources and financial aid.
   2. Academic Programs Functions
      1. Evaluating the quality of, and engaging in thoughtful discussion about, the College’s academic programs, courses of study, and workforce development activities that serve the best interests of students and meet the needs of the community.
      2. In cooperation with the President, reviewing and recommending to the Board proposals to add, modify, or delete curriculum programs.
      3. Overseeing the College’s professional development program to support the faculty, including by supporting faculty members’ pursuit of advanced credentials in their respective fields, exploring alternative methods of delivering instruction, and return to industry for skills enhancement.
      4. Monitoring the status of the College’s accreditation by the Southern Association of Colleges and Schools Commission on Colleges and by program accrediting bodies, and reporting to the Board any concerns with respect to the College’s accreditation status. 
   3. Honorary Degree Recommendations
      1. Bringing forth recommendations to the Board of Trustees regarding the awarding of honorary associate degrees, consistent with the provisions of the Bylaws.

G. Ad Hoc Committee: Nominating Committee

1. In June of each calendar year, the Board Chair shall appoint and charge a Nominating Committee with presenting a slate of candidates to the Board to serve as officers of the Board for the subsequent fiscal year. The committee shall consist of three voting members. Persons seeking office shall be prohibited from serving on the Nominating Committee, and no member may nominate themselves for a position.
2. Following its appointment, the Nominating Committee shall solicit from among Board members names for a potential Chair, Vice-Chair, and Secretary to the Board.
3. Annually in July, the Nominating Committee will present a slate of officers for the Board’s deliberation, acceptance, or amendment, and approval at a regularly scheduled or called meeting.