f. Agenda<\/em><\/p>\nAt its annual meeting, the Board shall determine what major policy matters require determination in the coming academic year, and shall assign each such matter to the agenda of a designated meeting during said year.<\/p>\n
The agenda for each Board meeting (including the annual meeting) shall be prepared by the President of the College (or, in the President\u2019s absence, by the President\u2019s designee) and by the Chair of the Board (or, in the Chair\u2019s absence, by the Vice Chair) and shall be made available to each Board member and to the student, faculty and staff representatives to the Board at least seven (7) days before the meeting date.<\/p>\n
The agenda shall include:<\/p>\n
i. items required by law;
\nii. the policy matter, if any, assigned thereto at the annual meeting;
\niii. any item submitted by a voting member of the Board to the President and the Chair at least 10 days before the meeting date;
\niv. such other matters as, in the opinion of the President or the Chair, are necessary or appropriate for Board consideration; and
\nv. comments from the public.<\/p>\n
g. Consent Agenda<\/em><\/p>\nThe Board may, from time to time, deploy the use of a consent agenda as an efficient means by which routine, procedural items, not requiring discussion, are acted upon as part of the Board\u2019s publicly noticed meeting. The deployment of a consent agenda shall be in accordance with the following guidelines:<\/p>\n
\n- the standing committees of the Board shall recommend which decision items are placed on the consent agenda;<\/li>\n
- the Board shall develop the consent agenda with sufficient time for review;<\/li>\n
- the Board may approve all items on the consent agenda at the same time; and<\/li>\n
- a trustee may request items be removed from the consent agenda and if such a request is made, the item must be removed from the consent agenda.<\/li>\n<\/ul>\n
h. Quorum<\/em><\/p>\nA quorum shall consist of a simple majority of the Public Members of the Board. No voting may take place in the absence of a quorum.<\/p>\n
i. Voting\u00a0<\/em><\/p>\nOnly voting members of the Board may introduce motions, second motions or amendments, or count as part of a quorum except as noted above in Section V.a., V.b., and VI.c.<\/p>\n
Voting may take place by conference call only at a properly announced meeting and when a teleconference system is used so that all provisions of the Open Public Meetings Law are met.<\/p>\n
j. Voting Majority\u00a0<\/em><\/p>\nA motion shall carry if it receives:<\/p>\n
i.\u00a0 \u00a0 \u00a0the affirmative votes of a majority of the voting members of the Board who are present, and
\nii.\u00a0 \u00a0 \u00a0at least three affirmative votes of voting members of the Board.<\/p>\n
If a motion does not obtain the majority referred to in item (VI.j.i.), it shall fail.<\/p>\n
If a motion obtains a majority but does not obtain at least three affirmative votes as required by item (VI.j.ii.), the motion shall be reconsidered at the next Board meeting unless the movant withdraws it but, if upon reconsideration, the motion does not meet the requirements of items (VI.j.i.) and (VI.j.ii.) above, the motion shall fail.<\/p>\n
k. Procedure<\/em><\/p>\nUnless otherwise directed by the majority of the voting members of the Board who are present, all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order, except to the extent that same is inconsistent with the laws of New Jersey or these Bylaws; provided, however, that:<\/p>\n
i.\u00a0 only a voting member of the Board shall have standing to object to the procedure utilized at any meeting, and
\nii.\u00a0 \u00a0any such objection shall be raised at the time the procedure is utilized or the objections shall be deemed to have been waived.<\/p>\n
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0VII. Amendments, Reviews, and Waivers<\/strong><\/p>\na. Amendments<\/em><\/p>\nBy majority vote of the full voting membership of the Board (exclusive of vacant positions), these Bylaws may be amended, in whole or in part, and any such amendment may supplement, modify or repeal any provision herein.<\/p>\n
No amendment may be voted upon unless its text was distributed to all Board members with the agenda for the Board meeting at which the vote is taken.<\/p>\n
b. Review<\/em><\/p>\nThe periodic review of the Board\u2019s Bylaws are outlined in the Committee Charter. \u00a0Any proposed amendments to the Bylaws shall be considered by the Board at a subsequent meeting and may be adopted pursuant to section VII.a.<\/p>\n
c. Waiver<\/em><\/p>\nThe provisions of sections VII,a. and VII,b. may be waived, in whole or in part, for defined time periods, by two-thirds vote of the full voting membership of the Board (exclusive of vacant positions).<\/p>\n
The Board By-Laws were last amended by the 69色情视频 Board of Trustees on June <\/strong>27, 2022. Previously, they were amended on October 1, 2012, October 15, 2014, September <\/strong>26, 2016, December 11, 2017, and April 30, 2022.<\/strong><\/p>\n<\/div><\/div>\n<\/i><\/i><\/i><\/span>Committee Charter <\/div>\n
\u00a0BOARD OF TRUSTEES COMMITTEE CHARTER<\/strong><\/p>\n\u00a0I. Function
\n<\/strong>II. Membership of Committees
\n<\/strong>III. Committee Charges
\n<\/strong>IV. Committee Roles and Procedure
\n<\/strong>\u00a0V. Committee Reports and Minutes
\n<\/strong>VI. Committee Meeting Dates<\/strong><\/p>\nI. Function<\/strong><\/p>\nThe standing committees and the ad hoc committees of the Board of Trustees (\u201cBoard\u201d) shall study matters within their jurisdiction and shall make recommendations to the Board regarding such matters.<\/p>\n
The jurisdiction of the committees shall include the matters set forth below and such other matters as the Board shall assign from time to time, with emphasis on the strategic implications of those matters and their impact on the College\u2018s mission. Each committee shall establish an annual planner which may set forth in greater detail the specific responsibilities and tasks of the committee. To facilitate comprehensive understanding of the matters before them, the committees may collaborate as needed.<\/p>\n
The Committee Charter shall be reviewed and revised, as appropriate, by the Board and shall be maintained in accordance with NJ Rev Stat \u00a7 18A:64-6 (2021) and NJ Rev Stat \u00a7 18A:3B-48,58,59,60 (2021).<\/p>\n
II. Membership of Committees<\/strong><\/p>\nThe Chair of the Board shall annually make trustee committee assignments, including the appointment of committee chairs, from among the voting members of the Board.<\/p>\n
The Chair of the Board shall serve as ex officio on each committee so long as participation in Committee deliberations does not constitute a quorum of the Board. The President shall serve as ex officio and without vote on each committee.<\/p>\n
In consultation with the President, the committee Chair shall determine the administrative positions assigned to each committee.<\/p>\n
The Student Trustee shall be appointed to at least two of the standing committees (other than the Executive\/Judicial Committee and the Nominations and Governance Committee) and, in the absence of the Student Trustee, the Alternate Student Trustee may participate in, and vote at, committee meetings to the same extent as the Student Trustee.<\/p>\n
The Student Government Association, Faculty Assembly, and the Ramapo Staff Association may annually name non-voting representatives to the Audit Committee (AC); the Resources Committee (Resources); the Mission Fulfillment Committee (MFC), and ad hoc committees (as appropriate). Such representatives need not be the same persons who are selected as non- voting representatives to the Board and each such person may participate in, but not vote at, committee meetings to the same extent as the non-voting representatives to the Board. Participation by the Student Government Association in the Resources Committee will be limited to non-personnel matters.<\/p>\n
III. Committee Charges<\/strong><\/p>\nA. Executive \/Judicial Committee (EJC)<\/em><\/strong><\/p>\nThe EJC is established by the Board of Trustees in accordance with NJ Rev Stat \u00a7 18A:3B-58 (2013). The primary purpose of the Committee shall be to consider and advise the Board on:<\/p>\n
\n- Matters related to strategic planning and other significant issues that transcend the jurisdiction of other committees;<\/li>\n
- Board organization and operation;<\/li>\n
- Presidential evaluation and compensation;<\/li>\n
- College action on controversies and disputes; and<\/li>\n
- Other matters at the discretion of the chair of the Board or upon referral to the EJC by the President, Board, or one of the other standing committees.<\/li>\n<\/ul>\n
To the extent permitted by law, the Executive\/Judicial Committee may take action on behalf of the Board on any emergent matter requiring an immediate decision between regularly scheduled meetings. At the next regular meeting of the Board, the Executive\/Judicial Committee shall report its decisions to the full Board. Any three members of the Executive\/Judicial Committee shall constitute a quorum thereof.<\/p>\n
The voting membership of the EJC includes the Chair, Vice Chair, Treasurer, the Chairs of any standing committees established by the Board, and such other voting members as may be appointed by the Board.<\/p>\n
B. Ad Hoc Committees<\/em><\/strong><\/p>\nAd hoc committees may be created and disbanded by the Chair of the Board. Each ad hoc committee shall cease to exist upon completion of its assignment.<\/p>\n
C<\/em><\/strong>. Audit Committee (AC)<\/em><\/strong><\/p>\nCommittee Purposes and Function:<\/u><\/p>\n
The 69色情视频 Audit Committee is established by the Board of Trustees and in accord with NJ Rev Stat \u00a7 18A:3B-48 (2013). The primary purpose of the Committee is to assist the Board in fulfilling oversight responsibilities of:<\/p>\n
i. the financial reporting process and the integrity of the College\u2019s financial statements,
\nii. compliance with legal and regulatory requirements, and its compliance with the applicable code of conduct,
\niii. the independent auditors \u2019qualifications, independence and performance,
\niv. the system of internal controls and performance there under, and oversight of Whistle Blower policy<\/p>\n
The function of the Audit Committee is oversight. The management of the College is responsible for the preparation, presentation and integrity of the College\u2019s financial statements and for the effectiveness of internal controls over financial reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.<\/p>\n
The independent auditors are responsible for planning and carrying out a proper audit of the College\u2019s annual financial statements, annually reviewing (but not auditing) management\u2019s assessment of the effectiveness of internal controls over financial reporting, and other procedures. In fulfilling their responsibilities under this Charter, it is recognized that members of the Audit Committee are not full-time employees of the College and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct \u201cfield work\u201d or other types of auditing or accounting reviews or procedures or to set auditor independence standards.<\/p>\n
The independent auditors shall submit to the Audit Committee annually a formal written statement (the \u201cAuditors \u2019Statement\u201d) describing: the auditors \u2019internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding three years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (to assess the auditors \u2019 independence) all relationships between the independent auditors and the College, including each non-audit service provided to the College and at least the matters set forth in Independence Standards Board No. 1.<\/p>\n
The independent auditors shall submit to the Audit Committee annually a formal written statement of the fees billed in each of the last two fiscal years for each of the following categories of services rendered by the independent auditors:<\/p>\n
(i)\u00a0 the audit of the College\u2019s annual financial statements and the reviews of the financial information and data and services that are normally provided by the independent auditors in connection with engagements;
\n(ii) \u00a0the audit of federal financial assistance and state grants and contracts as required under U.S. OMB Circular A-133 and State of New Jersey OMB Circular 04-04;
\n(iii) \u00a0assurance and related services not included in clause (i or ii) that are reasonably related to the performance of the audit or review of the College\u2019s financial statements and financial information and data, in the aggregate and by each service;
\n(iv)\u00a0\u00a0 all other products and services rendered by the independent auditors, in the aggregate and by each service.<\/p>\n
Committee Membership:<\/u><\/p>\n
The Audit Committee of 69色情视频 shall be comprised of no fewer than two (2) members plus a committee chair appointed by the Chair of the Board of Trustees, each of whom the Board shall have determined has no material relationship with the College and is otherwise \u201cindependent\u201d under the rules of the New York Stock Exchange, Inc. and Rule 10A 3 under the Securities Exchange Act of 1934. The Board shall have also determined in the exercise of its business judgment that each member is financially literate.<\/p>\n
The President and the senior Financial Officer shall serve as ex-officio non-voting members of the Audit Committee. Further, the Board shall name a Recording Secretary to the Committee who is not a member of the Board of Trustees.<\/p>\n
Committee Duties and Responsibilities:<\/u><\/p>\n
To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:<\/p>\n
\n- with respect to the independent auditors<\/u>,(i) to be directly responsible for the selection, appointment, termination, compensation, retention and oversight of the work and scope of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting), who shall report directly to the Audit Committee;<\/li>\n<\/ol>\n
(ii) to be directly responsible for the appointment, termination, compensation, retention and oversight of the work of any other public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services, which firm shall also report directly to the Audit Committee;<\/p>\n
(iii) to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors;<\/p>\n
(iv) to ensure that the independent auditors prepare and deliver annually an engagement letter, as well as discuss any relationships or services that may impact the quality of the audit, and confirm annually their independence of the college;<\/p>\n
(v) to obtain from the independent auditors in connection with any audit a timely report relating to the College\u2019s annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management, such as any \u201cmanagement\u201d letter or schedule of unadjusted differences;<\/p>\n
(vi) to review and evaluate the qualifications, performance and independence of the independent auditors;<\/p>\n
(vii) to discuss with management whether there should be, and the timing and process for implementing, rotation of audit engagement partners, and consider whether there should be regular rotation of the audit firm itself;<\/p>\n
(viii) to take into account the opinion of management in assessing the independent auditors \u2019qualifications, performance and independence (including obtaining survey feedback from Audit Committee members and management); and<\/p>\n
(ix) to review and approve any hiring of employees or former employees of the independent auditor.<\/p>\n
\n- with respect to internal audit controls,<\/u><\/li>\n<\/ol>\n
(i) to review with management management\u2019s evaluation and assessment of the existence and adequacy of internal controls as critical risk management tools;<\/p>\n
(ii) to review with the independent auditors management\u2019s evaluation and assessment of internal controls;<\/p>\n
(iii) to advise management that the Audit Committee is to receive summaries of and, as appropriate, all significant reports to management and the independent auditors regarding audits of the College\u2019s operations, reports of significant findings and recommendations, management\u2019s action plans, and progress and performance under those plans;<\/p>\n
(iv) to advise management that the Audit Committee be informed by the internal and external auditors about fraud, illegal acts, deficiencies in internal controls and other audit \u2013related matters; and<\/p>\n
(v) review which aspects of internal control and compliance procedures are being tested annually by internal and external auditor.<\/p>\n
\n- with respect to accounting principles and policies, financial reporting and internal<\/u> controls over financial reporting,<\/u><\/li>\n<\/ol>\n
(i) to advise management and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal controls over financial reporting;<\/p>\n
(ii) to consider any reports or communications (and management\u2019s responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in Auditor\u2019s Communication with Governance 2083 AU Section 380, as it may be modified or supplemented, or other professional standards;<\/p>\n
(iii) to meet with management, the independent auditors and, as appropriate, the Chief Financial Officer, internal auditor, and the Controller:<\/p>\n
\n- \n
\n- \n
\n- to discuss the scope of the annual audit;<\/li>\n
- to discuss the annual audited financial statements, related footnotes and other financial information and data, including \u201cManagement\u2019s Discussion and Analysis\u201d;<\/li>\n
- to discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management or the independent auditors or others, relating to the College\u2019s financial statements, and any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise);<\/li>\n
- to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management;<\/li>\n
- to discuss any \u201cmanagement\u201d or \u201cinternal control\u201d letter issued, or proposed to be issued, by the independent auditors;<\/li>\n
- to review the form of opinion the independent auditors propose to render to the Board; and<\/li>\n
- to discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the College\u2019s selection or application of accounting principles, and major issues as to the adequacy of the College\u2019s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and\/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the College;<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n
(iv) to inquire of management as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the College\u2019s ability to record, process, summarize and report financial information, and as to the existence of any fraud, whether or not material, that involves management or others who have a significant role in the College\u2019s internal controls over financial reporting<\/p>\n
(v) to discuss guidelines and policies governing the process by which management assesses and manages exposure to risk, and to discuss major financial risk exposures and the steps management has taken to monitor and control such exposures;<\/p>\n
(vi) to discuss with counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements or the College\u2019s business, financial statements or compliance policies, including material notices to or inquiries received from governmental bodies or agencies;<\/p>\n
(vii) to establish procedures for the receipt, retention and treatment of complaints received by the College regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and review the nature and disposition of all such reported matters.<\/p>\n
\n- with respect to reporting and recommendations,<\/u><\/li>\n<\/ol>\n
(i) to prepare and issue the evaluation required under \u201cPerformance Evaluation\u201d below; and<\/p>\n
(ii) to report its activities to the full Board of Trustees on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.<\/p>\n
\n- with respect to internal audit function,<\/u><\/li>\n<\/ol>\n
(i) to determine that the College has the appropriate structure to carry out its internal audit responsibilities effectively;<\/p>\n
(ii) to evaluate the effectiveness, independence and qualifications of internal audit personnel;<\/p>\n
(iii) to review and approve the annual internal audit plan as recommended by management or internal audit personnel based upon a comprehensive audit assessment;<\/p>\n
(iv) to receive and act upon the reports presented by internal audit personnel; and<\/p>\n
(v) to concur in the appointment, replacement or dismissal of internal audit personnel.<\/p>\n
\n- with respect to other responsibilities,<\/u><\/li>\n<\/ol>\n
(i) to review the College\u2019s Conflict of Interest, Code of Professional Responsibility, and Whistleblower policies;<\/p>\n
(ii) to ensure appropriate disclosure of related party transactions; and<\/p>\n
(iii) to review and update as necessary the Audit Committee Charter.<\/p>\n
Committee Operations<\/u>:<\/p>\n
The Audit Committee shall meet periodically (e.g. three to four times a year as outlined in the Audit Committee Planner, to discuss with management the annual audited financial statements and other financial information and data, as applicable. A majority of the members of the Committee will constitute a quorum for the transaction of business. The Audit Committee shall meet separately and periodically with management and the independent auditors in separate executive session to discuss any matters that the Audit Committee or any of those persons or firms believes should be discussed privately. The Audit Committee may request any officer or employee or counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.<\/p>\n
The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, which approvals shall be reported, for informational purposes, to the Audit Committee at its next meeting.<\/p>\n
Committee Resources and Authority:<\/u><\/p>\n
The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities and conduct its operations, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, with approval of the Board of Trustees. The College shall provide for appropriate funding, as determined by the Audit Committee, and as approved by the Board of Trustees in its capacity as a committee of the Board, for payment of:<\/p>\n
(i) Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the College;<\/p>\n
(ii) Compensation of any advisers employed by the Audit Committee; and<\/p>\n
(iii) Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.<\/p>\n
Committee Performance Evaluation:<\/u><\/p>\n
The Audit Committee shall prepare and review with the Board of Trustees an annual performance evaluation of the Audit Committee, which evaluation shall compare the performance of the Audit Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board of Trustees any improvements to the Audit Committee\u2019s charter deemed necessary or desirable by the Audit Committee. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate. The report to the Board of Trustees may take the form of a written report by the Audit Committee or an oral report by the Chair of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee.<\/p>\n
D<\/em><\/strong>. Resources Committee (Resources)<\/em><\/strong><\/p>\nThe Resources Committee shall have the primary purpose of overseeing the College\u2019s human, capital and financial resources to promote sustainability in accordance with NJ Rev Stat<\/p>\n