Donna Ruth

Thank you to everyone who responded here. The question stems from concerns that the Chair of the meeting may not wish to give the particular sub-group a formal 'voice' in the larger body. In other words, he has proposed to offer the group to form an Ad Hoc or special committee--which is something he can form (and presumably disband) at will from his position. Such a committee would not provide the autonomy, legitimacy, and proper standing within the larger body that the constitutent group needs to exert the influence it wants and establish record keeping of motions it sets forward. There is nothing in the bylaws that prohibits the creation of new Standing Committees, only a clause about the 2/3 rule to amend the bylaws. (And yes, I am aware of Robert's Rules on notification procedures to propose such an amendment in advance of a meeting.) The other wrinkle is that a 'change' in the bylaws once passed in this body, then has to be approved by the university's board of trustees--and the chair could lean on them to decline the motion even if approved of by the 2/3 vote by the college council. We understand the politics - I'm just trying to clarify the procedures. Thanks much for your input!

A constituent sub-group of our larger council wants to put forth a motion to create a new Standing Committee of its constituent members. This would require an amendment to bylaws which could be done with 2/3 affirmative vote. My question: Can the leader of the council deny the motion going forward? Thank you.

very very helpful, Josh. The clarification is much appreciated.

Josh, ... one more question: aren't the numbers/percentages of members required to compose the Council body part of the bylaws? And so, if the numbers/percentages of members are insufficient, doesn't this mean we are no in compliance with bylaws? And aren't bylaws virtually sacrosanct (unless there are provisions within them to waive or change them)?

Very helpful, Josh. Now, one more wrinkle. The faculty would likely be very happy to elect those alternate members BUT, the college administration is the body that holds the elections! And they are completely disorganized. They held one election this fall to add missing members (in all groups) but did not call for enough nominations to fill the seats! What would you suggest in this case?

Thank you so much, RIichard and Weldon. Please see below the bylaws of the Council regarding composition. 5.4 defines quorum. My question may be a bit more complicated, however. The faculty must have 51% representative "regular" members. And it has elected the requisite number to reach 51%. That said, none of the 4 faculty alternates have been elected yet in the college. The concern is that if any regular member cannot attend a meeting and there are no alternates seated (who could be summoned to fill in), then techically the faculty group would not be able to meet its 51% threshold. I understand that quorum requires only a majority of members--and that is the definition of what is required to do business. At the same time, couldn't a faculty member argue that the faculty (e.g., as a voting bloc) are disadvantaged because, in the event of absence of one of its members, there are no alternates to fill in? Sorry for the picayune scenario here. But it does seem to me that a faculty member could object to holding a meeting to conduct business without any alternates elected who could fill in. Also, you make a distinction between those "serving" and those "authorized." Can you explain this? Thanks. 5.3. The Council shall be constituted as follows: The total number of members of the Council shall be established by the Bylaws of the Council, subject to the representational percentages set forth in this section. Elected members of the Council shall have staggered three-year terms beginning on the first day of the fall term. Student members serve a term of one year beginning on the first day of the fall term. Members who cease to have an association with the School prior to the end of their terms shall be replaced for the balance of their terms by an appropriate interim member appointed by the Dean of the School upon recommendation of the Council. No member shall simultaneously hold more than one membership on the Council. Membership in the Council shall be allocated as follows: 5.3.a. Faculty The faculty shall consist of all titles set forth in section 3 above. Regardless of the total number of Council members established by the Bylaws of the Council, the faculty is allotted 51% representation on the Council, rounded to the nearest whole number. All faculty serving as Academic Directors of program areas or their designees who have been approved by the Dean are included in the Council Membership, as is the Academic Director of General Education or her or his designee who has been approved by the Dean, and all are included in the 51% calculation. 5.3.b. Academic Programs shall be grouped into the Division of the Arts or the Division of the Sciences (see section 3 above). At-large full-time, Consortial, and Academic Community Leader faculty members from each academic division shall be elected to membership on the Governing Council through a popular vote of all full-time, Consortial, and Academic Community Leader faculty from the respective academic division at an election held during the month of May. Two Page 3 of 12 at-large adjunct faculty members, one from each academic division, shall be elected to membership on the Council through a popular vote from all adjunct faculty of the respective academic division at an election held during the month of May and are included in the 51% representation of faculty on the Council. 5.3.c. Administration and Non-Teaching Instructional Staff Regardless of the total number of Council members established by the Bylaws of the Council, administrators and non-teaching instructional staff are allotted 39% representation, rounded to the nearest whole number. 5.3.c.i. Non-Teaching Instructional Staff (Higher Education Officer Series, Registrars, and College Lab Technicians (CLTs)) Regardless of the total number of Council members established by the Bylaws of the Council, higher education officer series personnel, registrars, and CLTs are allotted 24% representation on the Council, rounded to the nearest whole number. For these purposes, “higher education officers” and “registrars” include all assistant to higher education officers, higher education assistants, higher education associates, higher education officers, assistant registrars, associate registrars, registrars, senior registrars, and Institute Heads holding higher education officer rank, with a regular appointment at the School. For these purposes, “CLTs” includes all College Laboratory Technicians, Senior College Laboratory Technicians, and Chief College Laboratory Technicians, with a regular appointment at the School. Higher education officers, registrars, and CLT members shall be chosen through a popular vote of the higher education officer series personnel, registrars, CLTs and Institute Heads with regular appointments in the higher education officer series titles at an election held during the month of May, to attain the 24% representation. 5.3.c.ii.Administration/Senior Staff Regardless of the total number of Council members established by the Bylaws of the Council, members of the administration and senior staff appointed by the Dean are allotted 15% representation on the Council, rounded to the nearest whole number. 5.3.d. Students Regardless of the total number of Council members established by the Bylaws of the Council, the students are allotted 10% representation on the Council, rounded to the nearest whole number. Student members and alternates shall be elected by the student body in accordance with applicable School procedures and calendar for Student elections in general. 5.3.e. Recall of a Council Member All voting Council members are subject to recall. A council member shall be subject to recall for neglect of duties, including but not limited to non- attendance without cause, as outlined in the Bylaws of the Council. 5.3. f. Alternates Alternates shall be elected to fill a temporary absence or vacancy. Alternates shall attend all meetings of the Council, but they shall only be counted toward quorum and vote when seated. Two alternates for each academic division shall be elected by and from the faculty from within the respective academic divisions; two alternates for Higher Education Officer series personnel, Registrars, and CLTs shall be elected by and from Higher Education Officer series personnel, Registrars, and CLTs; two alternates for students shall be elected by and from students; an alternate member of the Administration or senior staff may be appointed by the Dean of the School if necessary. Elections shall be held during the month of May. Student alternates shall be elected in accordance with applicable School procedures and calendar for student elections. 5.4. Meetings The Council shall meet at least twice each semester. A majority of the voting members of the Council must be present to constitute a quorum and for passage of a measure within the Council’s authority. All members of the Council shall have one vote, except for votes on the awarding of degrees, for which only faculty members may vote. Council meetings are open to the public in accordance with state law. A special meeting of the Council may be scheduled upon the request of the Dean of the School or by the petition of at least two-thirds of the Council members. Such meeting shall be scheduled by the Council Chair within ten (10) business days after receiving the Dean of the School’s request or the Council members’ petition. All Council meetings shall be conducted in conformance with Robert’s Rules of Order, latest edition, except as otherwise required by law or by the Bylaws of the CUNY Board of Trustees.

Hello, Our bylaws state that our Governing Council body must have specific numbers and proportions of Council membership -- including regular and alternate members in different groups (e.g., faculty, administration, students, etc.). If elections have not been held to populate all seats required by the bylaws--including regular and alternate members--can business in the Council be conducted? Our Council, for example, stil has several alternate seats unfilled. Filling alternate seats, however, is in the bylaws and there is no provision in the bylaws to waive elections for any unfilled seats. Can business proceed if seats on the council, as per the bylaws, are as yet unfilled? Thank you, Bonnie

Since it seems that the matter entails interpretation, could an equally valid argument be made for either interpretation? Richard and Josh seem to agree that 2/3 of voting members present at a meeting is all that is required (in addition to notification procedures in Robert's rules). But it also seems that the language is ambiguous enough to reasonably make the claim that the bylaws state 2/3 of total membership. Until the language is amended (ha!) in the bylaws to clarify, on which interpretation should we hang our hat? Thanks!

Our Governance Plan contains an ambiguity in whether to amend a bylaw, 2/3 of the total membership are required for an affirmative vote OR 2/3 of members who attend the meeting where a vote will be held must vote affirmatively. Here is the language: 3. Amendments to the Bylaws These Bylaws may be amended by a two-thirds affirmative vote of the members of the School of Professional Studies Council.

That is helpful, Richard. Thanks so much. In the case of vacancies of regular members--would you say a similar thing--that is, that elections can be held 'as soon as practicable' (that is, off schedule as it stated in the bylaws)-- BUT that if the vacancies of regular members constitutes a violation of the number of regular members required for the body--then, business cannot be conducted? -Bonnie Oglensky