CORNING COMMUNITY COLLEGE CORNING, NEW YORK. BY-LAWS of THE BOARD OF TRUSTEES

CORNING COMMUNITY COLLEGE CORNING, NEW YORK BY-LAWS of THE BOARD OF TRUSTEES As adopted on April 7, 1961, and amended July 18, 1978, November 28, 1984 and August 15, 1990 and December 18, 1996, and March 17, 1999, and July 7, 2004, and September 27, 2018

BY-LAWS of THE BOARD OF TRUSTEES CORNING COMMUNITY COLLEGE Corning, New York TABLE OF CONTENTS Part I Article I Administrative Control Page 4 Powers and Duties of the Regional Board of Trustees 4 Article II Officers and Committees of the Board of Trustees 4 Officers 5 I Term of Office 5 II Duties of the Chairperson 5 V Duties of the Vice Chairperson 6 Section V Duties of the Treasurer 6 Section VI Duties of the Secretary 6 Section VII Vacancy on the Board of Trustees 6 Section VIII Trustees Emeriti 6 X Committees of the Board of Trustees 7 Article II Meetings of the Board of Trustees 9 Meetings 9 I Notice of Time and Place of Meetings 9 II Quorum of the Board of Trustees 9 V Presiding Officer 10 Section V Agenda and Order of Business 10 Section VI Parliamentary Procedure 10 Article IV Amendments to the By-Laws 10 Amendments to the By-Laws 10

Article V College Policy 11 College Policy 11 Part II Article VI Organization and Duties of the Staff 11 The Staff 11 I Appointments, Promotions and Terminations 12 II The President 12 V The Faculty 13 Section V College Association 14 Section VI Counselors, Librarians, Administrators, Staff and Technical Assistants 14 Part III Article VII Contracts and Purchases 15 Designation of Administrative Officer 15 I Competitive Bidding 15 II Contracts 15 V Contractual Forms 15 Article VIII Indemnification of Trustees and Officers 15 Indemnification of Trustees and Officers 15

CORNING COMMUNITY COLLEGE Corning, New York Part I Article I ADMINISTRATIVE CONTROL Powers and Duties of the Board of Trustees The College shall be administered by the Regional Board of Trustees, hereafter referred to as the Board of Trustees, appointed in conformance with Article 126, Section 6306, of the State Education Law as amended by Chapter 552 of the Laws of 1984. In accordance with the State Law, the powers of this Board of Trustees are as follows: A. to establish all policies pertaining to the operation of Corning Community College B. to appoint a President of the College, subject to the approval of the State University Trustees, and to assign duties to the President C. to appoint, or to delegate to the President, the appointment of other members of the faculty and such other employees of the College as may be necessary, within the appropriations made therefor and in accordance with the regulations of this Board of Trustees and State Law, where applicable D. to regulate the admission of students, tuition, fees and all other matters appertaining to the government and the administration of the College. A deferral or forgiveness of all or part of a student s charges may be authorized by the College president, or designee, on a discretionary basis when it is determined to be in the best interest of the institution or student success. The RBOT shall be informed of such programmatic activity including rationale, criteria, projected financial implications, and supporting data. Programs so authorized by the president or designee shall document participation. E. to issue certificates, diplomas and degrees to qualified students, on the recommendation of the faculty F. to provide and maintain suitable quarters for the College and to acquire and install necessary equipment therefor G. to provide for the care, custody, control, management and improvement of the lands, grounds, buildings, facilities and equipment pertaining to the College H. to adopt curricula, subject to the approval of the State University Trustees

I. to accept gifts and bequests suitable for carrying out the program and purpose of the College. J. to prepare an operations and capital budget subject to the approval of the State University Trustees and in accordance to the appropriate State laws K. to establish duties and powers of the Faculty L. to make and establish, and from time to time to amend, such rules, regulations, and policies to be consistent with law for the government of the College, as the Board of Trustees may deem advisable Article II OFFICERS AND COMMITTEES OF THE BOARD OF TRUSTEES Officers A. The Officers of the Board of Trustees shall be a Chairperson, a Vice Chairperson, and a Treasurer. I Term of Office A. The Chairperson, Vice Chairperson, and Treasurer shall be elected every two years and shall take office July 1. The Chairperson shall serve for a maximum of two terms (4 years). II Duties of the Chairperson A. The Chairperson shall preside at all meetings of the Board of Trustees, including Commencement, and shall be a member ex officio of all its standing and special committees, and shall serve as a member of the Executive Committee. B. The Chairperson shall appoint all standing and special committees, and shall designate the Chairpersons of such committees, unless otherwise determined by the Board of Trustees. C. The Chairperson shall chair the Audit Committee.

V Duties of the Vice Chairperson A. The Vice Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson and such other duties as the Chairperson may delegate from time to time. B. The Vice Chairperson shall serve as a member of the Executive Committee. Section V Duties of the Treasurer A. The Treasurer shall serve as the Chairperson of the Finance and Facilities. B. The Treasurer shall serve as a member of the Executive Committee. Section VI Duties of the Secretary A. The Secretary shall attend meetings of the Board of Trustees and shall have a right to speak, but not to vote, on all matters brought before the Board of Trustees. B. The Secretary shall be responsible for the minutes of such meetings and shall prepare and submit minutes to each member of the Board of Trustees. C. The Secretary shall have charge, under the direction of the Board of Trustees, of all official records and papers belonging to the Board of Trustees. D. The Secretary shall perform such duties as may be assigned from time to time by the Board of Trustees. E. The Secretary shall be responsible for the College Seal. Section VII Vacancy on the Board of Trustees A. A vacancy on the Board of Trustees shall be filled for the unexpired term in the same manner as the original appointment be the appointing authority responsible for the original appointment. Any Trustee shall be eligible for re-appointment. Section VIII Trustees Emeriti A. All former Trustees are automatically Trustees Emeriti and may attend regular meetings. Trustees Emeriti have no voting rights.

X Committees of the Board of Trustees A. The standing committees of the Board of Trustees shall be: 1. Executive Committee The Executive Committee shall consist of officers: Chair, Vice-Chair, Treasurer, of the Board of Trustees; the Chairperson of the Academic and Student Services Committee; the Chairperson of the External Affairs Committee; the Chairperson of the Human Resources Committee; and the immediate past Chairperson. The Board of Trustees is responsible for establishing all policies regarding the operation of the College. During the interim between Board meetings, the Executive Committee is empowered to act in lieu of the Board. All actions of the Executive Committee are to be ratified by the full Board at the next regularly scheduled meeting of the Board of Trustees. The Committee recommends, through the Board, to the appropriate appointing authorities candidates for replacement Board members as vacancies develop. The Committee will also assist in discussing appointments to the Foundation Board, Alumni(ae) Association Board of Directors. Advisory Committees will be appointed by the Regional Board of Trustees upon the recommendation of the President of the College. The Executive Committee will review Advisory Committee appointments and will recommend action by the full Board. In conjunction with the President of the College, the Committee shall monitor general operations as they pertain to the approved strategic plan. 2. Ad Hoc Committee on Nominations The Ad Hoc Committee on Nominations shall place in nomination candidates to fill vacancies for officers of the Board of Trustees. This Committee will be appointed as it is necessary by the Chairperson of the Regional Board of Trustees.

3. Committee on Finance and Facilities The Committee on Finance and Facilities shall consider and make recommendations to the Board of Trustees with respect to all aspects of fiscal affairs. The Committee shall consider and make recommendations to the Board of Trustees on all matters pertaining to the real property and equipment of the College. 4. Committee on Academic and Student Services The Committee on Academic and Student Services shall consider and make recommendations to the Board of Trustees with respect to all aspects of academic and student matters. 5. Committee on Human Resources This Committee shall consider and recommendations to the Board on all policy matters pertaining to personnel. 6. Committee on External Affairs This Committee shall consider and make recommendations to the Board on the College s relationships with: *Corning Community College Development Foundation, Inc.; *Alumni Association; *County and State Legislative bodies; *The ABC and the ACCT; *Business/Industry and Education Institutions. 7.Committee on Audit This Committee shall consider and make recommendation to the Board regarding the retention of an audit firm and receive the audit report and make appropriate recommendations to the Board. B. Each committee shall consist of at least two members. The Chairperson is an ex-officio member, with vote, of each standing committee. C. A majority of the members of a committee shall constitute a quorum for the transaction of business.

D. Special committees may be established in accordance with provisions of II-B of this Article. Article III MEETINGS OF THE BOARD OF TRUSTEES Meetings A. Regular Meetings shall be held at least four times per annum, at a date, time and place to be announced by the Chairperson. B. Special meetings shall be held on the call of the Chairperson or on the written request of four members. I Notice of Time and Place of Meetings A. A notice of the hour and place of every regular meeting should be mailed to every Board member by the Secretary at least one week prior to such a meeting. All meetings shall be held at a place determined by the Chairperson and shall comply with the Open Meetings Law. B. Whenever a special meeting is called, the written notice of such meeting shall be delivered to each available Trustee not less than twenty-four (24) hours in advance and shall state the matter or matters to be presented to the Board of Trustees for its consideration at such meeting. II Quorum of the Board of Trustees A. A majority of the members serving on the Board of Trustees shall constitute a quorum for a transaction of business. Open appointments are not considered part of membership for determining the quorum. After a quorum is present, a proposition must be determined by a majority vote of the members present. In the absence of a quorum, the roll shall be called, the names of the absentees recorded, and adjournment made.

V Presiding Officer A. The Chairperson, or, in this member s absence, the Vice-Chairperson, shall preside at all meetings of the Board of Trustees. In the event that the Chairperson and Vice Chairperson shall not attend at the time appointed for any meeting of the Board of Trustees, the Secretary shall call the roll and, on the appearance of quorum, shall call the Board to order. A Chairperson pro tempore shall be elected by the Board of Trustees for that meeting, or until the appearance of the Chairperson or the Vice Chairperson. B. The presiding officer shall decide all questions of order, subject to appeal to the members present. Section V Agenda and Order of Business A. A week prior to each regular meeting, the Secretary to the Board of Trustees shall prepare and transmit to the members of the Board an agenda for the meeting. No items shall be considered that are not on the agenda, except on the recommendation of the Chairperson, or the Chairperson of the appropriate committee, or by majority consent. B. The order of business at meetings shall be determined by the Board of Trustees. Section VI Parliamentary Procedure A. The Board of Trustees shall be governed in its procedure by parliamentary rules and usage as set forth in Robert s Rules of Order, Revised. Article IV AMENDMENTS TO THE BY-LAWS Amendments to the By-Laws A. An amendment to the By-Laws may be adopted at any regular or special meeting of the Board of Trustees succeeding the meeting at which it was proposed. Copies of the proposed amendment must be mailed to each member of the Board of Trustees at least ten calendar days before it is to be acted upon. No proposed amendment shall be adopted except upon the affirmative vote of a majority of the members of the Board of Trustees.

Article V COLLEGE POLICY College Policy A. Creation, modification or deletion of College policy shall be accomplished by a majority vote of a quorum of the Board of Trustees. Part II Article VI ORGANIZATION AND DUTIES OF STAFF The Staff A. The Board of Trustees recognizes the following categories of the staff: 1. Teaching faculty (those whose major function centers on the creation and execution of actual classroom instruction) 2. Counselors (those whose major function is the enhancement of the effectiveness of the individual student in meeting his/her major college goals) 3. Librarians (those employees whose major function lies in providing library support services) 4. Administrators (those employees whose major function is the management of the various aspects of the College operations) 5. Staff and Technical Assistants (staff assistants to help teaching faculty carry out their instructional responsibilities, technical assistants to provide technical expertise to help the institution carry out its mission) 6. Employees covered by the State of New York Civil Service rules and regulations 7. Professional Staff Emeritus.

I Appointments, Promotions, and Terminations A. The President shall be selected by the Board of Trustees in accordance with the provisions of the Education Law which apply to the operation of Community Colleges. B. In the case of the appointment or removal of the President, the affirmative vote of two-thirds of all members of the Board shall be required. C. All professional, technical assistant, and staff assistant appointments, promotions and terminations to the staff, other than part-time, shall be made by a majority vote of the Board of Trustees on the recommendation of the President. II The President A. The President shall be the Chief Administrative Officer and the Secretary of the Board of Trustees. The President is responsible for directing the educational program, consonant with the philosophy, objectives, and purposes of the College, and shall be accountable to the Board of Trustees for all matters pertaining to this responsibility. The President shall have the duty and responsibility to carry into effect the By-Laws, resolutions, and policies of the Board of Trustees. B. The President shall: 1. attend meetings of the Board of Trustees and advise on all matters related to educational policy and practice 2. transmit to the Board of Trustees the recommendations of the faculty and any other appropriate communications from the faculty, advisory committees, employees, or students, together with any advice or recommendation of the President concerning the subject of such recommendations or communications. C. The President shall be responsible for the preparation and presentation to the Finance Committee of the Board of Trustees a proposed annual budget. D. Between meetings the Board of Trustees, the President is authorized to make necessary administrative arrangements and temporary appointments, subject to the approval of the Board of Trustees. E. The President shall submit such reports as the Board of Trustees deems necessary and shall have such additional specific duties as the Board shall designate.

F. The President shall designate in writing a person to act in the President s stead when it is felt that the President s absence requires such designation. Long-term designations will be arranged according to SUNY Board Policy. G. The President shall be responsible for the supervision of the staff. H. The President shall be responsible for the annual evaluation of the entire staff of the College. V The Faculty A. The purpose of the faculty shall be to create and sustain effective educational programs and courses suited to the particular needs of the citizenry of the service region of Corning Community College and subject to the approval of the President and the Board of Trustees. B. In order to achieve the purpose stated in V, A, the faculty shall be consulted in the formulation and execution of policy and procedure relating to the following matters: 1. curriculum 2. subject matter 3. methods of instruction 4. grading 5. degree requirements 6. auxiliary academic concerns, including a. academic advising b. college and community service c. academic ceremonies d. student retention efforts e. alumni affairs f. professional development 7. institutional research

8. Faculty status, including a. appointments b. reappointments c. decisions not to reappoint d. dismissal e. promotions f. granting of tenure g. leaves of absence 9. instructional finance 10. those aspects of student life which relate to the educational process, including a. scholarship b. standards of admission c. attendance and discharge d. extra-curricular activities e. discipline Section V College Association A. The College shall maintain, as its principal agency, a College Association that shall be structured by means of a Constitution approved by the Board of Trustees. B. This College Association shall generate and sustain whatever subsidiary organizational structures are deemed necessary from time to time to insure meaningful faculty, staff, and administrative participation in a collegial governance of the College. Any by-laws developed governing the activity of subsidiary organizational structures of the College Association must be approved by the Board of Trustees. C. The Board of Trustees may at any time withdraw its approval of any College governance structure that it deems is no longer serving the purposes for which it was intended. Section VI Counselors, Librarians, Administrators, Staff and Technical Assistants A. The general nature of the responsibilities for these classifications of employees are outlined in Article VI,. Specific job descriptions will be developed for each employee in these categories. Annual letters of appointment may provide additional duties and responsibilities that may be required by the College.

Part III Article VII CONTRACTS AND PURCHASES Designation of Administrative Officers A. The President of the College and the Chief Financial Officer are hereby designated by the Board of Trustees as the administrative officers with the power to initiate contracts in accordance with the rules and regulations set forth herein. The signature of one of these officers is required on every contract. I Competitive Bidding A. The College will abide by applicable sections of the General Municipal Law pertaining to competitive bids. II Contracts A. The College President shall submit to the Board of Trustees all proposed contracts for review and approval. V Contractual Forms A. All contractual forms shall be submitted to the College Counsel for approval prior to the issuance of any proposal or commitment from which a contract might ensue. Article VIII DEFENSE AND INDEMNIFICATION OF TRUSTEES AND OFFICERS Defense and Indemnification of Trustees and Officers A. Every Trustee and Officer of the College shall be indemnified and defended by the College to the full extent that such indemnification may be lawful. The foregoing right of defense and indemnification shall not be exclusive of any other right to which such person may be entitled.