Section IV

Governing Board Operations

Table of Contents

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The Governing Board is empowered to adopt, amend, and repeal rules regulating the internal operation of the Governing Board.  Any rules of the Governing Board, not specifically prescribed by statute, may be suspended or revoked by a majority vote of the Members.

4.1 Governing Board Meetings

Regular meetings of the Governing Board are held monthly at a place, date, time, and manner determined by the Governing Board. The Chair or a majority of the Members may call a special meeting of the Governing Board to be held at a place, date, and time determined by the Chair of the Member(s) calling the meeting, provided that every Member and the public are notified in advance as required by law.  Reasonable public notice of all Governing Board meetings is given pursuant to the Open Meetings Act, NMSA 1978, Section 10-15-1 through 4.  

  1. Decorum: Meetings of the Governing Board are conducted in a manner that is open, honest, courteous, and respectful to all Members and guests.

  2. Regular Meetings Schedule: The schedule for regular meetings of the Governing Board is set annually.  The date of a regular meeting may be changed by action of the Governing Board provided that every Member and the public are notified in advance.

  3. Closed Session: A meeting or a portion of a meeting of the Governing Board may be closed to the public in compliance with NMSA 1978, Section 10-15-1(H).

  4. Quorum: All Governing Board meetings require the attendance of a quorum, which consists of a majority of the Members.  If the Chair determines that a quorum will not be attained for any regular or special meeting, the Chair will advise the Members that the meeting has been canceled or rescheduled.  If a quorum, once obtained, is broken by the departure of one or more Members, the Chair will adjourn the meeting until such time as a quorum can once again be established.

  5. Conduct of Meetings/Rules: Meetings are conducted in conformity with Robert’s Rules of Order.

  6. Procedures for Addressing the Governing Board: A public comment period is provided at the beginning of every regular meeting. A person wishing to speak may do so by prior written request submitted to the Clerk of the Governing Board at [email protected] at least 24 hours prior to the meeting.  Individuals making requests to speak must provide their full name and the topic on which they wish to speak. Failure to comply may result in the denial of the public comment request. An individual may speak on any item that appears on the adopted agenda. However, an individual may speak only when recognized to do so by the Chair of the meeting. All commenters must limit their remarks to two minutes unless otherwise permitted or restricted by the Chair. The comment period ordinarily is limited to a total of 20 minutes. The Governing Board also accepts written comments submitted by email to: [email protected]. 

  7. Meeting Agenda: Agenda items are determined by the Executive Committee of the Governing Board. Matters requiring action by the Governing Board are initially presented by College staff to the appropriate Governing Board committee(s) with appropriate supporting materials prior to the meeting at which committee action is requested. Upon committee recommendation, the requested item is forwarded to the Executive Committee for inclusion on the Governing Board agenda. A person requesting the addition of an agenda item not vetted by a Governing Board committee must submit the request in writing to the Executive Committee via the President's Office with appropriate supporting materials at least fifteen (15) days prior to a scheduled Governing Board meeting. No matter, which involves a CNM employee, may be considered for placement on the agenda until all administrative remedies have been exhausted, including labor contract dispute resolution procedures. A complaint against an employee is not an allowable agenda item.  Upon receipt of the request, the President and Executive Committee meet to discuss and, if appropriate, schedule the item on the agenda. The President’s Office notifies the person whether or not the Executive Committee has placed the item on the agenda.

  8. Minutes: Written minutes are kept of the proceedings of all meetings of the Governing Board, including the place, date, and time of the meeting, a list of Governing Board Members present and absent, and any invited guests. Motions made are clearly stated with the name of the Member making and seconding the motion. The general nature of all discussion is indicated. The vote is recorded, naming Members in support, opposed, or abstaining. Minutes are approved by a vote of the Members at the next regular meeting. The minutes are kept on file in the Office of the President as permanent official records of the College and are also posted on the College website.

  9. Meeting Materials: Materials needed for decision-making at any meeting of the Governing Board are sent to all Members at least two business days in advance of the meeting via the Governing Board management software system or email. Regular meeting materials include: the meeting agenda, minutes of the previous meeting, committee reports, the President’s Report, and any proposed resolutions, together with supporting information and documentation to be considered.

  10. Committee Reports: At each regular meeting of the Governing Board, each standing committee chair reports on the work conducted by that committee since the prior regular meeting of the Governing Board.

  11. President’s Report and Proposals: At each regular meeting of the Governing Board, the President reports on matters the President deems significant, and any matter requested by the Executive Committee. The Members consider all proposals brought forward by the President or as presented by the President’s designees.

  12. External Auditor’s Report: Once each year at a regular meeting of the Governing Board, the Governing Board receives and considers the findings in the external auditor’s report and considers for adoption the recommendations regarding the financial records of the College.

  13. Annual Financial & Investment Reports: Each year the Vice President of Finance & Operations or designee presents the Annual Comprehensive Financial Report (“ACFR”) to the Governing Board.  The ACFR is available to the public on the CNM Website.  The Vice President of Finance & Operations also presents an annual report on investment activities pertaining to the College’s invested funds, including a description of the professional services employed, investment balances, general strategies applied, investment returns, and any anticipated changes.

  14. Transparency: This Guide & Policy Manual and all its Appendices are published on the CNM website. All regular and special meetings of the Governing Board, and meetings of Governing Board standing committees, are open to the public in person, or electronically in the case of virtual meetings.

4.2 Governing Board Committees

The Governing Board conducts substantial portions of its work through standing committees comprised of its Members.  The standing committees are: Executive Committee, Audit Committee, Capital Outlay Committee, Finance Committee, and Planning Committee. Committee members and chairs of all standing and ad hoc committees are appointed by the Chair of the Governing Board. Additional standing committees may be established by vote of the Governing Board. Ad hoc committees may be established as needed by the Chair for specific purposes.

No committee can act on behalf of the Governing Board or encumber CNM without express authority granted by the Governing Board. The quorum for any committee meeting is a majority of the committee members. 

Each standing committee normally conducts a regular monthly meeting.  The Governing Board regularly meets as a committee of the whole for Workstudy in preparation for each regular Governing Board meeting.  All committee meetings are public. Members of the public are permitted to attend and listen to and observe the deliberations and proceedings; however, attendees are not permitted to participate in or disrupt the proceedings in any manner.

In collaboration with the President, the Chair determines items for presentation and discussion at Workstudy meetings.  Members are encouraged to suggest matters for review and consideration.  No formal votes are taken by the Governing Board at such meetings. 

The Governing Board has delegated to each standing committee the powers and authority to perform the functions listed under Key Committee Responsibilities in the Committee-specific sections below.

4.2.1. Executive Committee

The Executive Committee, which is comprised of the elected officers (Chair, Vice Chair, Secretary) of the Governing Board, meets monthly.

Key Committee Responsibilities:

  1. Provide oversight of the Governing Board and its operation.
  2. Establish the annual schedule for regular Governing Board meetings.
  3. Hold standing committees responsible for achieving key responsibilities.
  4. Review and approve Governing Board meeting agendas.
  5. Ensure compliance with the New Mexico Open Meetings Act and all related regulations.
  6. Review and recommend Governing Board approval of all new and revised College policies.
  7. Review and recommend Governing Board approval of the CNM contract with a law firm for general counsel services.
  8. Upon receiving a complaint, or upon its own initiative, determine whether a Member’s conduct has violated the Code of Conduct set forth in this Guide & Policy Manual. A member of the Executive Committee is prohibited from participating in the review if the member’s own conduct is at issue, in which case an alternate member is selected by the remaining members of the Executive Committee to serve for this limited purpose.
  9. Plan and schedule opportunities for Member professional development.
  10. Develop and set the agenda and identify objectives for Governing Board retreats.
  11. Ensure the CNM Governing Board web pages are up to date.
  12. Develop a process and maintain a succession plan for the Office of the President, and for Members in the event of an unanticipated vacancy.

4.2.2. Audit Committee

The Audit Committee ensures that appropriate policies and internal controls are established and implemented so that CNM can exercise proper management and control of financial and physical resources and minimize the College’s liabilities. The Audit Committee, in cooperation with the Vice President of Finance & Operations, selects and oversees the Director of Internal Audit (“DIA”).  The Audit Committee meets monthly.

Key Committee Responsibilities:

Oversight of regular audits of College operations, both external and internal.  The Governing Board relies upon the audit reports. It reviews findings, CNM Administration responses and considers recommendations for adoption.

Internal Audit

The Governing Board has adopted an Internal Audit Charter to provide guidelines relative to audits and evaluations of the College’s fiscal operation.

A copy of the Charter may be obtained upon request to the DIA. The Audit Committee is responsible for the following activities:

  1. Prepare a job description, specifying qualifications for the DIA, and ensure completion of the applicant search process. With the assistance of the CNM Human Resources Department, recommend selection of the DIA to the Governing Board.
  2. Oversee and evaluate the performance of the DIA, and together with the President recommend improvements or corrective actions as necessary.
  3. At the beginning of each fiscal year, the DIA prepares an Annual Internal Audit Plan (Audit Plan) listing the departments, offices, and activities scheduled for audit during the year. The Audit Plan describes the priorities and subject areas for internal audits, including follow-up items for issues identified in prior audits. The Committee members, other Members, and the President may recommend areas for inclusion in the Audit Plan. Topics covered by internal audits may include, but are not limited to, the following:
    • Payroll and position pay changes
    • Fleet management
    • Building construction
    • Resident tuition changes
    • Control of access to CNM systems
    • Financial aid loans
    • Reporting and minimizing theft and security
    • Purchase card policies and procedures
    • Cybersecurity

      The Audit Plan also provides the estimated time required to complete each audit.  The Audit Committee reviews and recommends the Audit Plan for approval by the Governing Board.

  4. Track progress of the items on the Audit Plan to ensure timely completion.
  5. Coordinate the work of the DIA with the needs of the Governing Board and the President.
  6. Review and recommend to the Governing Board acceptance of the findings and adoption of the recommendations contained in formal Internal Audit reports from the DIA.
  7. Review and recommend to the Governing Board acceptance of the findings and adoption of the recommendations contained in special audit reports from the DIA.
  8. With the approval of the Audit Committee, the DIA may obtain the services of certified public accountants, qualified management consultants, or other professional experts necessary to perform the activities required of the Internal Auditor Program.

External Audit

The College employs the services of an external auditor to evaluate the financial practices at the College against standard accounting principles and practices. The contract process for the external auditor is the responsibility of the College’s procurement department. The Audit Committee has the following responsibilities for oversight of the activities of the External Auditor:

  1. Recommend to the Governing Board the engagement of the independent external auditor and the terms, including compensation, for any services to be performed by the external auditor.
  2. Review and comment on periodic reports on the status of the ongoing external audit and accept a final report upon completion of the audit.
  3. Review the annual external audit report, together with the President’s management responses and plans to address the auditor’s findings and recommendations. Recommend acceptance to the Governing Board of the findings and adoption of the recommendations.
  4. Evaluate the external auditor’s performance annually, considering timeliness and thoroughness of services, costs, and maintenance of independence, and make appropriate recommendations to the Governing Board regarding continuation or termination of services.
  5. Oversee interactions between the DIA and the External Auditor with the Office of the State Auditor.

4.2.3. Capital Outlay Committee

The Capital Outlay Committee approves the acquisition, construction, and disposal of capital projects within the structure of the CNM annual budget and oversees the tracking of progress on capital projects. A capital project is a project that helps maintain or improve a College asset. To be included in the capital budget, a capital project must meet one of the following criteria: information technology projects including but not limited to infrastructure and software implementation, new construction, expansion (including purchases of real property), renovation, demolition, or a replacement project for an existing facility or facilities. The Capital Outlay Committee meets monthly.

Key Committee Responsibilities:

  1. Review and approve Master Plan related procurement/vendor selection estimated to cost between $300,000 and $1,000,000 (including gross receipts tax (“GRT”).
  2. Review and recommend Governing Board approval of any Master Plan procurement/vendor selection with a potential to exceed $1,000,000 (including GRT).
  3. Review and approve procurement/vendor selection for any capital project not included in the annual Master Plan with an estimated project cost between $300,000 and $1,000,000 (including GRT).
  4. Review and recommend for Governing Board approval procurement/vendor selection for any capital project not included in the annual Master Plan, with an estimated project cost exceeding $1,000,000 (including GRT).
  5. Review and approve change orders that increase the approved cost of a Master Plan project by more than ten percent (10%).
  6. Review and recommend for Governing Board approval the acquisition and disposition of CNM real property.
  7. When required by law, review and recommend for Governing Board approval all real property lease agreements.
  8. Review and recommend for Governing Board approval of demolition or improvements to real property.
  9. Review and approve the disposition of any item of tangible personal property with a current resale value of $5,000 or less and worn-out, unusable, or obsolete to the extent that the item is no longer economical or safe for continued use per Section 13-6-1 NMSA 1978 and Audit Rule 2.2.2 NMAC. The resale value stated here is subject to change in accordance with state statute and/or the New Mexico Administrative Code.
  10. Review and approve the disposition of any computer or server, even if the asset originally cost less than the capitalization threshold at the time of purchase, and the asset was not included in the capital asset inventory.
  11. Review capital project status reports.
  12. Review capital funding requests made to state policy-making bodies.

4.2.4. Finance Committee

The Finance Committee provides oversight of budget and financial activities and assures that resources are aligned to support the College's Vision, Mission, and Core Values in a manner such that the College can maintain and strengthen its financial health and guarantee its long-term sustainability. The Committee oversees the CNM’s procedures for compliance with applicable laws, financial and accounting standards, and best practices. The Finance Committee meets monthly.

Key Committee Responsibilities:

  1. Review and recommend Governing Board approval of the Annual Operating Budget – unrestricted & restricted.
  2. Review and recommend Governing Board approval of the Capital Outlay Budget.
  3. Review and recommend Governing Board approval of necessary budget adjustment requests for submission to HED.
  4. Review quarterly budget status reports.
  5. Review and recommend Governing Board approval of the Tuition & Fee Plan.
  6. Review and recommend Governing Board approval of program course fees.
  7. Review and recommend Governing Board approval of the Employee Compensation Plan.
  8. Review and approve the HED Quarterly Financial Report.
  9. Review, certify, and recommend Governing Board approval of the accuracy of the Fixed Assets Inventory annually.
  10. Review investment status reports quarterly.
  11. Every three years, or sooner as needed, review and recommend Governing Board approval of any needed amendments to the Investment Policy, the Fund Balance Policy, and the Debt Management Policy.
  12. Review and recommend Governing Board approval of any procurement with actual or potential value of $1,000,000 or more that does not require approval from another Governing Board Committee.
  13. Review quarterly CNM Ingenuity Restricted Fund reports.
  14. Review and recommend Governing Board approval of banking signature authority changes.
  15. Review and recommend Governing Board approval of all General Obligation Bond issuance and redemptions.
  16. Review data that measure various aspects of CNM financial well-being.
  17. Review unaudited quarterly financial statements and approve submittal to the HED, certifying to the HED that the Finance Committee has been informed of this information.
  18. Review the CNM self-funded health insurance plan twice annually.
  19. Review and approve the Legislative Nursing Endowment Fund Report annually and certify its status to HED.
  20. Review and approve the Report of Actuals annually to the HED.
  21. Review annually real property asset acquisition, improvements, leasing, demolition, and disposal conducted by CNM Ingenuity and CNM Holdings.

4.2.5. Planning Committee

The Planning Committee oversees CNM short-term and long-term activities related to strategic planning and accreditation, and the alignment of resources with College activities. The Committee receives presentations from the President or designee reporting on Student Success, Community Success, and Organizational efforts, goals, and metrics. The Planning Committee meets monthly.

Key Committee Responsibilities:

  1. Review and recommend Governing Board approval of, or modifications to, the CNM Vision, Mission, and Core Values statements.
  2. Review and recommend Governing Board approval of the CNM Strategic Plan and Key Performance Indicators, including proposed modifications.
  3. Review and recommend annually Governing Board approval of the CNM Master Plan, including proposed modifications.
  4. Review and recommend Governing Board approval of the annual Official Academic Calendar.
  5. Review institutional curricula changes approved by the College Curriculum Committee.
  6. Review and recommend Governing Board approval of new degree and certificate offerings and the discontinuance of existing degrees and certificate offerings.
  7. Review updates from Student Success, Academic Affairs, and Finance and Operations departments related to key process improvement and initiatives.
  8. Receive updates on the status of Higher Learning Commission and program accreditation. Review results of annual accredited program update.