Policy and Procedure Regarding Minutes of Meetings of the Board of Trustees and Councils and Committees
Approved by the Board of Trustees, Oct. 9, 2021
Summary: This policy outlines the terms and conditions under which Guilford College (the “College”) will provide for the preparation and maintenance of minutes of the meetings of the Board of Trustees, Councils, and Committees.
Policy Statement:
- Section 1. In accordance with the Bylaws of the College, the Chair of the Board shall designate a secretary of each meeting of the Board of Trustees for the purpose of preparing a draft of minutes of the meeting. The Chair of each Council or Committee shall designate a secretary of each meeting of such Council or Committee for the purpose of preparing a draft of such meeting.
- Section 2. At each meeting, the secretary of the meeting shall take notes or otherwise keep a contemporaneous record of the proceedings from which the minutes of the meeting can be prepared.
- Section 3. Upon the completion of each meeting, the secretary of the meeting shall prepare minutes of the meeting based upon the contemporaneous record. The minutes shall include the date, time, and place of the meeting and shall identify any electronic or telephonic medium used to facilitate remote attendance at the meeting. The minutes shall indicate those members of the convening body who were present and those members who were absent. The minutes may incorporate by reference and include as an attachment materials supporting or providing detail on actions taken at the meeting (e.g., a copy of the budget approved by the Board of Trustees).
- Section 4. When a draft of the minutes of a meeting of the Board of Trustees has been prepared, the secretary of the meeting shall transmit a copy of the draft to the Chair of the Board and the Secretary of the College for their review and comment. Upon receipt of their comments, the secretary of the meeting will amend the draft to reflect their comments. In advance of the next meeting of the Board of Trustees, the secretary of the meeting will transmit or will post on a secure portal a copy of the draft for review and comment by all Trustees.
- Section 5. When a draft of the minutes of a meeting of a Council or Committee has been prepared, the secretary of the meeting shall transmit a copy of the draft to the chair of the Council or Committee for the chair’s review and comment. Upon receipt of the chair’s comments, the secretary of the meeting will amend the draft to reflect the chair’s comments. In advance of the next meeting of the Council or Committee, the secretary of the meeting will transmit or will post on a secure portal a copy of the draft of the minutes for review and comment by all members of the Council or Committee.
- Section 6. Minutes of a meeting of the Board of Trustees are not official until they have been approved by the Board of Trustees and signed by the Chair of the Board and the Assistant Secretary of the College. Minutes of a meeting of a Council or Committee are not official until they have been approved by the Council or Committee that convened for such meeting and signed by the chair of the Council or Committee and the secretary of the meeting.
- Section 7. Following approval and signing of the minutes, the Assistant Secretary of the College or the secretary of the meeting of the Council or Committee, as the case may be, shall transmit the minutes of any regular session to the person maintaining the archives of the College. Any individual may, upon request to the person maintaining the archives of the College, view minutes of regular sessions of the Board of Trustees or of any Council or Committee. View access applies to in person use by appointment or online use if available. Reproduction and/or publication (defined as any widespread dissemination, including online sharing) of minutes and related trustee records requires the permission of the Board of Trustees. Any notes, including digital captures, for individual research use only. Quotations to be cited following standard attribution practices to include date and source of the material.
- Section 8. The Assistant Secretary shall maintain in a secure location the only copy of the minutes of any executive session of the Board of Trustees and of the Councils and Committees. As provided in the Bylaws, minutes of executive sessions shall be kept under seal except to the extent: (1) disclosure is required by applicable law or legal process, or (2) the Board of Trustees approves disclosure.
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