Board of directors revise bylaws affecting voting

As part of a CUNY-wide change, the Bernard M. Baruch College Association Inc. has made several alterations to its official bylaws for the 2015-2016 academic year. Operated “for the charitable purpose” of supporting the college, the association’s job is “to plan, develop, promote, and cultivate educational and social relations among the students, faculty and administrative staff of Baruch College” in addition to “aid[ing] the students and faculty of the college by assisting them in their study, work, curricular and college-related activities,” the bylaws state.

The association is also in charge of receiving, reviewing and approving annual allocations of student activity fees according to the bylaws. In addition, the association deals with the “establishment and oversight of procedures for the receipt, allocation and expenditure of student funds.”

The board of directors of the association consists of 13 regular voting directors. With the newly modified bylaw, they can have up to six alternates. Currently sitting on the board are the designated chairperson (the college president), two administrators and one administrative alternate, two faculty members and up to two faculty alternates elected by the executive committee of the faculty senate.

Student representatives on the board of directors include the Undergraduate Student Government president, the chairperson of the Graduate Student Assembly, four elected undergraduate students and three elected undergraduate student alternates.

Samuel Rubinstein is a student director on the board and attends the monthly meetings where different Baruch organizations request funds from the association. Rubinstein believes that the addition of alternates to the board is a good idea.

“From what I have been told, there have been certain instances in the past when quorum was almost not met so that would have resulted in meetings being canceled. By having alternates, it reduces that risk,” said Rubinstein. “In addition, I think alternates bring new perspectives on issues that sometimes are overlooked,” he continued.

If quorum is not met at the board of director meetings, the meeting is adjourned and rescheduled for a date no more than seven class days later. The Baruch board of directors has had only a few cases over the past 35 years where quorum was not met.

Andrew De Rosa, a student director on the board, is fond of the new codicil of alternates. “I think having alternates as part of the board of directors process is an effective way to make sure there is consistent student body representation at the board of directors meetings” said De Rosa. “The main priority of the board of directors is to ensure student voices are heard at these meetings, so having alternates take the place of delegates who cannot attend is a sensible amendment,” added De Rosa.

Alternates are allowed to attend board of director meetings but can only vote if the alternate is substituting for an absent member.

Another change made to the bylaws was the creation of two independent directors appointed by the college president.

According to a footnote in the bylaws, an independent director is “a former employee of the college or the association, a college alum, a community member, or any other individual” who has not been or does not have a relative who is an employee or officer with a substantial financial interest in the association, CUNY, or the Research Foundation of CUNY within three years of their appointment to the governing board of the association.

The independent directors cannot have a relative who has received more than $10,000 in direct compensation from the association, CUNY, or the Research Foundation of CUNY within three fiscal years of their appointment to the governing board of the association.

Another addition to the bylaws allows one or more directors to participate in meetings by “electronic video screen communication or similar communications equipment allowing all persons participating in the meeting to see and hear each other at the same time.” Each director must be able to offer input on all matters with the board at the meeting, especially voting.

Lastly, changes to some of the organization and responsibility of committees of the board of directors and committees of the association have changed. The executive committee and the audit committee are under the board of directors. Each committee has three or more directors.

The executive committee members are the officers of the association along with student directors and holds and exercises the power of the board of directors when classes are not in session and other intervals between meetings.

The audit committee consists of two independent directors and one student director elected by the board who also meets the definition of an independent director. The committee oversees “the accounting and financial reporting processes of the association and the audit of the association’s financial statements,” according to the bylaws.

The audit committee selects or renews the selection of an independent auditor with the approval of CUNY, reviews previous audits with the new auditor, and reviews and discusses the finalized audit with the independent auditor. They then report their findings to the board.

The budget committee used to fall under committees of the board of directors but was moved under the committees of the association. Committees of the association such as the communications, athletic, student center, health advisory committee and student programming board, unlike committees of the board, “shall have only the powers specifically delegated to them by the board and shall have no authority to bind the board.”

The budget committee receives and reviews student activity fee budget requests and shall “develop and allocate a budget for the association subject to the review of the board for conformance with the expenditure categories established by the bylaws of the board of trustees” of CUNY.

All members of the board less one administrator and one faculty member selected by the college president constitutes the budget committee. The communications committee is composed of three elected undergraduate students and one elected graduate student, three faculty members and the dean of students or their designee. The committee “serves as a liaison among officially chartered student publications and broadcast facilities” under the board, according to the bylaws..”

The athletic committee makes recommendations and provides information on the expenditure of student activity fees for athletic purposes. The committee is composed of the director of athletics, two faculty members, the chairperson of the general faculty committee on collegiate athletic activities who is also chairperson of the committee and three elected undergraduate students.

The student center committee recommends policies for the student center and “related operations and programs” and “rules and regulations governing the use of the student center facilities.”

This committee is made of the dean of students who is also chairperson, two faculty members, a staff member from the department of student development and counseling, three elected undergraduate students and one elected graduate student.

The health advisory committee provides fiscal oversight and recommends policies, rules and regulations for the operation of the Baruch Health Center. The vice president of student affairs, director of health services, an additional administrator, two faculty members, the USG president, the GSA Chairperson and two elected undergraduate students sit on the committee.

The last committee is the student programming board which promotes and cultivates “educational and social relations among the students, faculty, and administrative staff of the college by providing a variety of high quality, robust, creative and entertaining programs that appeal to diverse audiences,” as expressed in the association bylaws.

The student programming board reviews and recommends to USG an annual programming budget and appoints a sub-committee to plan and apply its programming. The sub-committee plans social, cultural, intellectual and educational events with student organizations, faculty, staff and alumni.

The chief student affairs officer or their designee acts as chairperson for the student programming board and includes one faculty member, a full-time staff member from the Office of Student Life and Freshman Programs and four elected undergraduate students.

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