- Powers and Duties (Article III, Section 6)
By consent, the Board approved the following bylaws language:
"The Board of Trustees shall have and may exercise all of the
powers of the corporation, including without limiting the
generality of the foregoing, the establishment and oversight
of policy for the democratic management of the College [empahsis
mine], the management and control of its property,
the establishment of regulations, the establishment of committees,
and the delegation of specific powers, duties, and authorities."
- Decision-making (Article III Section 8)
The group took time to briefly describe the
philosophy behind the consent decision-making process. This
process attempts to work with the Quaker tradition of thorough
discussion of an issue before decision-making and an attempt to
operate as a uniform group. Agreement is assumed at the outset
of the discussion, and action delayed only if reasoned objections
are raised. If, after continued discussion, the reasoned objections
remain and a decision must be made, the group moves to a
supermajority vote to decide the issue.
Paul Joseph offered his input on two points: he proposed that
in view of the facts that Board decisions usually need to be
made, and that if consent or a 75% supermajority is not reached
the status quo will prevail, he suggested that the Board
consider using a 60% supermajority within the consent process.
Paul also spoke to the issue of secret ballots, which he feels
is contrary to understanding objections, reaching agreement,
and disclosure of information. Some members felt that secret
balloting is the most democratic method of decision-making,
especially in the case of voting for individuals (as opposed
to an idea). After further discussion, the Board took the
following action:
BY CONSENT, the Board approved the following bylaws language:
"The Board of Trustees shall use the consent decision-making
and management method. A proposition before the Board of
Trustees is consented to when no reasoned objections or
arguments are raised. If votes are necessary to reach a
decision, then sixty percent (60%) of the votes cast must
be in favor of the proposition in order for it to pass. Each
Trustee shall have one vote, which vote must be exercised
in person at a meeting or pursuant to paragraph 7 of Article 3.
The Board of Trustees shall measure their decisions against
the tests of extent, significance, democracy, and environment."
- Quorum
The group decided to delay action on this issue until the next
Board meeting.
- Manner of Acting (Article IV, Section 2)
BY CONSENT, the Board approved the following bylaws language:
"Any committee designated by the Board of Trustees as provided
above shall use consent decision-making and management methods
and shall measure their decisions against the tests of extent,
significance, democracy and environment."
- Selection (Article V, Section 2)
The group agreed that secret balloting would be appropriate
for a situation where consent could not be reached on the
selection of a particular person or persons.
BY CONSENT, the Board approved the following bylaws language:
"Subject to law, the Articles of Association, and the provision
of these bylaws, all officers except the President of the College,
shall be selected by the Board of Trustees at an annual meeting
of the Board and shall hold office until their successors have
been selected and qualified.
The duties, responsibilities, and operational authority of each
officer shall be described in writing. Candidates for leadership
shall disclose to the Board their qualifications, reasons for
seeking office, and a statement of their values and goals. In
addition, candidates for Board chair shall submit a slate of
their proposed chairpersons of standing committees to the
Board members in advance of the annual meeting.
After open discussion of the individual candidates' agendas,
a poll shall be conducted to determine if there is consent on
a candidate. If consent cannot be reached, each Board member
shall cast one secret written ballot for each leadership
position. Leaders shall be selected by a supermajority of
sixty percent (60%)."
- Chair of the Board of Trustees (Article V, Section 7)
In response to the question of how specifically the Chair
ensures that policies are carried out, Jane Sanders replied
that the Chair keeps up with action on campus and in the
Board through the President.
BY CONSENT, the Board approved the following bylaws language:
"The Chair of the Board of Trustees or a designee of the chair
shall preside at meetings of the trustees. The chair shall
transmit to the President policies adopted by the trustees,
ensure that the policies are carried out, and facilitate
full and timely reports to the Board from the President."
- President of the College: Responsibilities and
Evaluation (Article V, Section 10)
BY CONSENT, the Board approved the following bylaws language:
"The President of Goddard College is the Chief Executive Officer
of the corporation. The President, by virtue of the office,
shall be an ex-officio member of all committees with
the exception of the Presidential Evaluation Committee. Prior
to the expiration of the President's term of office, the Board
of Trustees shall appoint a committee that shall include
representatives from the Board, faculty, students, and staff
to evaluate the President and report its findings to the
Board of Trustees.
In the event of a Presidential vacancy, a similarly constructed
committee shall be appointed to recommend a successor to
the Board of Trustees."
- Removals (Article VI)
The group discussed the supermajority percentage in this case,
and decided that 60% was appropriate for this item.
BY CONSENT, the Board approved the following bylaws language:
"The Board of Trustees may, by consent or 60% supermajority of
their entire number, remove from office any trustee, officer or
agent selected or appointed by said Board."
