Bylaws

AMENDED BY THE BOARD OF TRUSTEES OCTOBER 20, 1997


ARTICLE I - ORGANIZATION

A.   NAME

The name of the college shall be Fashion Institute of Technology (hereinafter referred to as "FIT").

B.   SPONSORSHIP

FIT shall be operated and maintained as a community college under the program of the State University of New York (hereinafter referred to as SUNY), with the Board of Education of the City of New York as local sponsor and with the cooperation of the Educational Foundation for the Fashion Industries, in accordance with Article 126 of the Education Law of the State of New York.

ARTICLE II - BOARD OF TRUSTEES

FIT shall be administered by a board of trustees in accordance with Sections 6306 and 6302 subdivision 2 of the Education Law of the State of New York.

A.   MEMBERSHIP

1. The board shall consist of ten (10) voting trustees, nine (9) of whom are appointed for terms of nine (9) years, except when an appointment is to fill an unexpired term; four (4) serving under appointment by the Governor of the State of New York, and five (5) under appointment by the Board of Education of the City of New York, plus a tenth (10th) trustee who shall be elected by, and from among, the students of the college, who shall have such term, privileges, authority, and obligations as are set forth in subdivision 1 of Section 6306 of the Education Law. The appointment of the trustees and the election of the student trustee shall be in accordance with the aforesaid section.
2. Vacancies shall be filled for unexpired terms in the same manner as the original appointments by the appointing authority responsible for the original appointment. Such appointment shall be only for the remainder of the unexpired term at which time a new nine-year appointment (or reappointment) is necessary. The secretary will notify the appropriate authority when vacancies occur.
3. The board of trustees may elect as a trustee emeritus any trustee whose term of office as a trustee shall have terminated after nine or more years of service and who shall express a willingness to continue service in behalf of the college. The election of a former board member as a “trustee emeritus” is an honor reserved for those trustees who have given long and distinguished service to the board. Their names, during their lifetime, will be noted with their emeritus status in the college catalog.

B.   POWERS & DUTIES

The board of trustees shall have the power and duty to:

1. Appoint a president of the college, subject to approval by SUNY;
2. Establish the fundamental role and mission of the college;
3. Adopt curricula, subject to approval of the SUNY Board of Trustees and the New York State Education Department;
4. Adopt a budget for submission to the local sponsor of the college; and then to SUNY;
5. accept by deed, gift, devise, bequest, or lease, real or personal property suitable for carrying out the program and purpose of the college;
6. Manage, control, care for, and have custody of all property belonging to, or used for carrying out the purposes of the college, with power to protect, preserve and improve all such property;
7. Establish and/or approve all student tuition and fee schedules for the college, and the room and board fees of its auxiliary corporations;
8. Exercise and perform all the foregoing and all other powers and duties that may be appropriate or necessary for the effective operation of the college, and all in accordance with the provisions of the laws of the State of New York and the regulations prescribed by the SUNY trustees.

C.   OFFICERS OF THE COLLEGE

The officers of the college shall be chairman and vice chairman of the board of trustees, president, treasurer, and secretary. Except for the chairman and the vice chairman of the board, no other officers need be members of the board of trustees.

1. Powers and Duties of the Chairman
   1. The board, at its regular annual meeting in June, by a majority of its voting members, shall elect one of such trustees as chairman of the board. The chairman shall continue to serve as such until the next annual election or until a successor is elected.
   2. The chairman shall:
      1. Preside at all meetings of the board and, as a trustee, shall have a right to vote on all questions;
      2. Have all the power, and perform the duties, prescribed by law and these bylaws;
      3. Appoint members of all committees except the executive committee;
      4. Serve as ex officio member of all committees;
      5. Perform such duties as the board may direct.
          
2. Powers and Duties of the Vice Chairman
   1. The board, at its regular annual meeting in June, shall elect by a majority of its voting members, a vice chairman.
   2. The vice chairman shall serve as chairman of the executive committee and, in the absence of the chairman, perform the duties of the office of the chairman.
       
3. Powers and Duties of the President
   1. The president shall be the chief executive officer of the college. He/she shall have the power of appointment of all employees of the college, except those officers elected by the board of trustees upon recommendation of the president, within the established budgetary provisions. The president shall report on the condition and affairs of the college at the annual meeting of the board, and shall perform all the duties necessarily incident to the office of the president and such other duties as the board may direct. The president shall be an ex officio member of the board of trustees with voice but no vote. He/she shall have power, on behalf of the trustees to perform all acts and may execute documents to make effective the actions of the board or its executive committee.
   2. In the event of a vacancy in the office of the president, the chairman shall immediately call a meeting of the board of trustees which immediately shall determine how the position will be filled on an interim basis. The trustees will then establish an appropriate presidential search committee to seek out and submit nominations for the vacant president’s position to the board, consistent with SUNY standards.
       
4. Powers and Duties of the Treasurer
   1. The treasurer, elected by the board upon recommendation of the president, shall be the chief financial and business officer of the college and shall safeguard the assets of the college.
   2. He/she shall have the duty to direct the fiscal and business operations of the college and to obey all lawful orders of the trustees, the president of the college, and appropriate existing committees of the board, respecting funds, property, and accounts of the college. He/she shall be responsible for the preparation of any financial reports as may be required by the board of trustees or by law or regulation. The treasurer shall give a bond to the college faithfully to perform the duties of his/her office, and to account for all monies and other matters and things which may come into his/her hands and possession by virtue of said office, in such amount as the trustees shall direct. He/she shall be empowered to perform such ministerial duties as may be prescribed by the chairman of the board, the board of trustees and/or the president consistent with the requirements of law and regulation, to make effective the actions of the board, its executive committee or the president.
       
5. Powers and Duties of the Secretary of the College
   1. The secretary of the college, elected by the board upon recommendation of the president, shall have custody of the seal of the college and shall attest to and affix said seal to such documents as required in the business of the college. He/she shall serve as secretary to the board and give proper notice of all meetings of the board of trustees. At least three days prior to the regular monthly meeting, the secretary shall transmit to the members of the board an agenda, including all action items, for the meeting. He/she shall keep, or cause to be kept, a record of the minutes of all meetings of the board of trustees and each of its committees and shall keep a record of all appointments to the board, its election of officers, and all appointment committees of the board. The minutes shall record the vote of each member of the board. He/she shall be empowered to perform such ministerial duties as may be prescribed by the chairman of the board, the board of trustees, and/or the president, consistent with the requirements of law and regulation, to make effective the actions of the board, its executive committee or the president.

D.   MEETINGS

1. There shall be at least six regular meetings of the board of trustees annually. The meetings, unless otherwise specified, will be held on the third Mondays of the months as scheduled at 12:00 noon. The annual meeting of the board shall be the June meeting each year.
2. Special meetings may be called at any time on notice in writing to each trustee not less than two business days prior to such meeting. Either the chairman or any three trustees may call a special meeting. No business shall be transacted at any special meeting except such as is stated in the notice to be the purpose for which the meeting is called.
3. Notice of each regular meeting of the board of trustees setting forth the time and place, and agenda of action items thereof shall be mailed, or personally delivered, by the secretary to each member of the board not less than three nor more than 15 days prior thereto. All meetings shall be held in the board room of the college, or in any other place designated in the notice of the meeting.
4. The order of business of the regular meetings of the board shall consist of announcements, action items, information items, and adjournment. Only with the unanimous approval of the voting trustees present may action items be added to the agenda at the meeting. The rules laid down in Roberts Rules of Order Revised, or as otherwise set forth in these bylaws, are hereby adopted as the rules of procedure for conducting board meetings.
5. The chairman, for good cause, may direct the secretary to postpone to a stated date, any regular meeting of the board.
6. All meetings of the board, other than executive sessions, shall be open to the public. Notice of scheduled meetings, prior thereto, shall be given to the news media and shall be conspicuously posted in a designated public location at a reasonable time but not less than 72 hours prior to the meeting.
7. Upon a majority vote (6) of its total voting membership, taken in an open meeting and identifying the permissible general area or areas to be considered, the board or board committee may conduct an executive session, not open to the general public, to consider and act on those purposes enumerated in Article 7, Section 100 of the Public Officers Law. Minutes of executive sessions must consist of a record or summary of the final determination of action taken and the date and vote thereon. Minutes need not be compiled if discussion takes place with no action.
8. A quorum, consisting of at least six (6) voting members present at a meeting, shall be required for the transaction of business of the board. If less than a quorum is present, those in attendance shall have the power to adjourn the meeting to a subsequent date, or take action subject to ratification at the next meeting having a quorum present.
9. The affirmative vote of at least six (6) members is necessary for action approval.

E.   EXECUTIVE COMMITTEE

1. At its annual meetings in odd-numbered years, the board of trustees shall elect three voting trustees to serve, with the vice chairman of the board, as the executive committee. The vice chairman of the board shall serve as chairman of the executive committee. The chairman of the board and the president of the college shall be ex officio members, without power to vote, and shall not be counted as members of that committee for any purpose.
2. Between meetings of the board of trustees, the executive committee shall have the power to transact such business of the college as the board may from time to time authorize, except it may not:
   1. Take any action inconsistent with established policies of the board or actions which affect the fixed duties of other committees of the board;
   2. Grant degrees;
   3. Alter bylaws;
   4. Make removals from office;
   5. Appoint a president of the college; or
   6. Take any action which has been reserved by the board.
3. A majority (3) of the members of the executive committee shall constitute a quorum for the transaction of business.
4. The committee's meetings, which shall be called by its chairman and any two members thereof, shall be open, or in executive session, in conformity with Article 7 of the Public Officers Law.
5. Minutes of the executive committee meetings shall be prepared by the secretary and distributed to each member of the board of trustees prior to the next board meeting.
6. An affirmative vote of at least three (3) members of the executive committee is necessary for approval. Such action must be presented to the board at its next meeting for ratification if the board deems it necessary.

F.   OTHER COMMITTEES

1. There may be such special or ad hoc committees, appointed by the chairman.
2. The chairman of the board and the president of the college shall be ex officio members of all committees and each committee shall include at least three (3) voting trustees.
3. The chairman of any committee, with the consent of the chairman of the board, may request the president of the college to appoint an officer of the college or a member of the administrative staff to serve as a liaison between the committee and the office of the president. Such liaison person shall assist the committee in carrying out its duties.

ARTICLE III - SEAL

The seal of the college shall be in such form as shall be adopted by the board of trustees.

ARTICLE IV - AMENDMENTS

These bylaws may be amended, in whole or in part, by the affirmative vote of six members of the board of trustees at any regular or special meeting of the board provided that written notice of any such proposed amendment, and the content thereof, shall accompany the notice for such meeting.

ARTICLE V - MISCELLANEOUS

FIT shall be administered by a board of trustees in accordance with Sections 6306 and 6302 subdivision 2 of the Education Law of the State of New York.


A.   CONFLICTS OF INTEREST

No trustee, officer, or employee of the college, whether paid or unpaid, shall engage in any business or transaction, or shall have a financial or other private interest, direct or indirect, which is in conflict with the proper discharge of his/her official duties. Such interest shall be disclosed to the president and the board of trustees. The board shall determine whether it constitutes a conflict of interest. Knowing violation of this section may be cause for removal from office or employment.

B.   FACULTY ROLE IN GOVERNANCE

1. The Faculty Association of FIT, the name of the faculty organization of the college, shall, through its duly authorized officers and committees, play an active part in the governance of FIT, supplementary to and consistent with the policies of the Board of Trustees of FIT.
2. Minimum requirements for appointment, tenure, and promotion, upon approval of the Faculty Association and upon recommendation of the president, must be submitted to the board for its approval.

C.   PERSONNEL

1. Tenure is granted to FIT employees in accordance with Section 2587 of the Education Law.
   1. Charges against tenured employees may be preferred by the president or any member or members of the board of trustees or the board itself in accordance with Section 2587(9) of the Education Law which shall be considered as incorporated in its entirety in these bylaws. An employee against whom charges have been preferred shall be entitled to participate in person, or by counsel, in the trial of charges, to cross-examine opposing witnesses, and to call and examine witnesses in his/her own behalf. If, after due and timely service, the employee fails to appear personally or by counsel at the place and time set for trial, the trial shall proceed and be determined as though the accused were in personal attendance or represented by counsel.
   2. The above section does not preclude the institution from instituting disciplinary proceedings against tenured and non-tenured employees, other than for their removal from employment, in accordance with procedures adopted in applicable resolutions of the board of trustees.
2. Rates of compensation, procedures for appointment, promotion, tenure, and working conditions for the college employees in titles and positions included within the bargaining unit shall be as adopted in the collective bargaining agreement. The president may establish salaries and/or salary differentials for administrative titles, including but not limited to, vice presidents, deans, directors, officers, and set the terms, responsibilities, and obligations for those positions not covered by the collective bargaining agreement.

D.   NON-DISCRIMINATION

In administering its affairs, FIT shall treat its students and employees without discrimination in accordance with federal, state, and local laws prohibiting discrimination.

E.   STUDENTS

The president shall cause to be issued a student hand-book and college catalogue which shall advise students of their rights, obligations, benefits, rules, and regulations governing tuition, deportment, academic requirements, etc.