Bylaws - UNC-Chapel Hill Board of Trustees

Adopted July 21, 1972
[Amended October 25, 1991]
[Amended November 21, 1997]
[Amended March 23, 2000]
[Amended September 26, 2002]

BYLAWS OF THE BOARD OF TRUSTEES
OF
THE UNIVERSITY OF NORTH CAROLINA
AT CHAPEL HILL

ARTICLE 1 – ORGANIZATION

Section 101 - Membership for Year Ending June 30, 1973

a. For the period commencing July 1, 1972, and ending June 30, 1973, the membership of the Board of Trustees of The University of North Carolina at Chapel Hill shall consist of the sixteen persons elected to the Board by and from the membership of the former Board of Trustees of The University of North Carolina on May 22, 1972, and the President of the Student Government ex officio.

b. If any vacancy should occur in the elected membership of the Board of Trustees during the year beginning July 1, 1972, the Governor may appoint a person to serve for the balance of the year.

Section 102 - Membership after June 30, 1973

a. Effective July 1, 1973, The University of North Carolina at Chapel Hill shall have a Board of Trustees composed of thirteen persons chosen as follows:
            i. Eight selected by the Board of Governors of The University of North Carolina,
            ii. Four appointed by the Governor, and
            iii. The President of the Student Government ex officio.

b. The Board of Governors, in electing members of the Board of Trustees to serve terms commencing July 1, 1973, shall designate four persons for four-year terms and four for two-year terms; and the Governor, in making appointments of members of the Board of Trustees to serve terms commencing July 1, 1973, shall designate two persons for four-year terms and two for two-year terms. In every odd-numbered year after 1973, the Board of Governors shall elect four persons to the Board of Trustees and the Governor shall appoint two persons to the Board of Trustees; and the term of office of all such elected or appointed trustees (excluding the ex officio trustee) shall be four years, commencing on July 1 of each odd-numbered year.

c. From and after July 1, 1973, whenever any vacancy shall occur in the membership of the Board of Trustees among those appointed by the Governor, it shall be the duty of the Secretary of the Board of Trustees to inform the Governor of the existence of such vacancy, and the Governor shall appoint a person to fill the unexpired term, and whenever any vacancy shall occur among those elected by the Board of Governors, it shall be the duty of the Secretary of the Board of Trustees to inform the Board of Governors of the existence of the vacancy, and the Board of Governors shall elect a person to fill the unexpired term. Whenever a member shall fail, for any reason other than ill health or service in the interest of the State or nation, to be present for three successive regular meetings of the Board of Trustees, his place as a member shall be deemed vacant.

d. From and after July 1, 1973, any person who has served two full four-year terms in succession as a member of the Board of Trustees shall, for a period of one year, be ineligible for election or appointment to the Board but may be elected or appointed to the board of another institution.

e. From and after July 1, 1973, no member of the General Assembly or officer or employee of the State or any constituent institution of The University of North Carolina or spouse of any such member, officer or employee shall be eligible for election or appointment as a member of the Board of Trustees. Any trustee who is elected or appointed to the General Assembly or who becomes an officer or employee of the State or of any constituent institution of The University of North Carolina or whose spouse is elected or appointed to the General Assembly or becomes such officer or employee shall be deemed thereupon to resign from his membership on the Board of Trustees.

f. No person may serve simultaneously as a member of the Board of Trustees and as a member of the Board of Governors. Any trustee who is elected or appointed to the Board of Governors shall be deemed to have resigned as a trustee effective as of the date that his term commences as a member of the Board of Governors.

Section 103 - Officers

a. At the first meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chairman, a Vice Chairman, and a Secretary, each of whom shall serve for a term of one year and until his successor is elected. If a vacancy occurs in any of these offices, the Board of Trustees shall elect a person to serve for the remainder of the unexpired term.

b. The Board of Trustees may also elect an Assistant Secretary, from among the members of the Chancellor’s staff. Copies of all minutes, papers and documents of the Board of Trustees may be certified by its Assistant Secretary with the same force and effect as though such certification were made by the Secretary of the Board.

Section 104 - Committees

The Board of Trustees may delegate to such committees as it may create such of its powers as it deems appropriate.

ARTICLE II – MEETINGS

Section 201 - Regular Meetings

There shall be six regular meetings of the Board of Trustees each year. These meetings shall be held on the fourth Thursday and the preceding Wednesday in the months of January, March, May, July, September, and November, unless otherwise determined by the Board. A notice specifying the time and place of each regular meeting of the Board shall be mailed by the Secretary or Assistant Secretary to each member of the Board at least ten days in advance of the meeting date. Any matter of business may be considered at a regular meeting of the Board. [Amended October 25, 1991, November 21, 1997, and September 26, 2002]

Section 202 - Special and Emergency Meetings

A special meeting of the Board of Trustees may be called by the Chairman, and shall be called by the Secretary or Assistant Secretary upon the written request of not fewer than six members of the Board. A special meeting called by the Secretary or Assistant Secretary shall be held within ten days of receipt by the Secretary or Assistant Secretary of the sixth written request for such special meeting. A notice specifying the time and place of a special meeting of the Board shall be mailed or provided electronically by the Secretary or Assistant Secretary to each member of the Board at least forty eight hours in advance of the meeting date, but less than forty eight hours notice may be given by telephone when, in the opinion of the Chairman, an emergency exists. Any matter of business may be considered at a special meeting of the Board, but only business connected with the emergency may be considered at an emergency meeting. [Amended March 23, 2000]

Section 203 - Agenda

a. At least seven days prior to each regular meeting of the Board of Trustees, a copy of the agenda, including (insofar as is practicable) copies of all reports and other written materials to be presented to the meeting, shall be mailed to each member of the Board by the Secretary or Assistant Secretary. Insofar as is practicable, a copy of the agenda of each special meeting of the Board shall be mailed to each member of the Board at least four days in advance of the special meeting; however, if such advance mailing is not practicable, the agenda for a special meeting may be presented to the members of the Board as the first order of business at the meeting.

b. The agenda for every meeting of the Board shall be prepared by the Chancellor or his staff. Every request for inclusion of an item on the agenda of a meeting shall be put in writing and filed, together with any supporting documents, with the Chancellor sufficiently far in advance of the meeting to permit a determination to be made by him with respect to the propriety and practicability of including that item on the agenda for the meeting.

c.     Any member of the Board of Trustees may present to any meeting of the Board any item whether or not the same is on the agenda of the meeting.

Section 204 - Conduct of Business

a.   A quorum of the Board of Trustees shall consist of a majority of the members of the Board.

b. The Chairman shall preside over all regular and special meetings of the Board of Trustees. In the absence of the Chairman, the Vice-Chairman shall preside. In the absence of both the Chairman and the Vice-Chairman, a presiding officer shall be elected by and from the membership of the Board of Trustees.

c.   All members of the Board of Trustees may vote on all matters coming before the Board for consideration. No member may vote by proxy.

d. Except as modified by specific rules and regulations enacted by the Board of Trustees, Robert’s Rules of Order Newly Revised (latest edition) shall constitute the rules of the parliamentary procedure applicable to all meetings of the Board of Trustees and its several committees.

Section 205 - Minutes

a. The Secretary or Assistant Secretary shall keep minutes of all meetings of the Board of Trustees; shall file, index, and preserve all minutes, papers, and documents pertaining to the business and proceedings of the Board; shall be custodian of all records of the Board; and, when required, shall attest the execution of all legal documents and instruments of The University of North Carolina at Chapel Hill.

b. Within twenty days after each meeting of the Board of Trustees, the Secretary or Assistant Secretary shall transcribe the minutes of the meeting and mail a copy to each member of the Board.

Section 206 - Executive Session

By vote of a majority of the members present at any meeting of the Board of Trustees, the meeting may be closed to the public, subject to the requirements of State law concerning access to such meetings.

Section 207 - Keeping Board of Governors Informed

The Secretary of the Board of Trustees shall keep the Board of Governors, through the Secretary of The University of North Carolina, fully and promptly informed concerning activities of the Board of Trustees, including notice of any changes in the membership of the Board or in its committee structure or bylaws, notices of meetings and a copy of the minutes of all meetings.

ARTICLE III – POWERS AND DUTIES

Section 301 - General Powers and Duties

The Board of Trustees shall promote the sound development of The University of North Carolina at Chapel Hill within the functions prescribed for it, helping it to serve the people of the State in a way that will complement the activities of the other institutions and aiding it to perform at a high level of excellence in every area of endeavor. The Board of Trustees shall serve as advisor to the Board of Governors on matters pertaining to The University of North Carolina at Chapel Hill and shall also serve as advisor to the Chancellor concerning the management and development of the institution.

Section 302 – Other Powers and Duties

The Board of Trustees shall have such other powers and duties, not inconsistent with provisions of The Code of The University of North Carolina or with applicable provisions of State law, as are specified in said Code or as shall be defined and delegated by the Board of Governors.

The Board of Governors’ Delegations of Duty and Authority to Boards of Trustees are attached hereto as Appendix 1 and are hereby incorporated by reference. [Amended November 21, 1997 – Amended July 1, 2003]

ARTICLE IV – AMENDMENT OF BYLAWS

Section 401 - Amendment of Bylaws
These bylaws may be amended at any regular or special meeting of the Board of Trustees by an affirmative vote of a majority of the members of the Board if the substance of the amendment has been filed in writing with the Secretary or the Assistant Secretary and a copy has been mailed to each member of the Board at least seven days prior to the meeting at which the amendment is to be voted upon.

ARTICLE V – SUBORDINATION TO UNIVERSITY CODE

Section 501 - Subordination to University Code

To the extent that any of these bylaws may be consistent with The Code of The University of North Carolina, as the same may be amended from time to time, said Code shall control.


Membership Agendas Presentations Minutes Meeting Schedule Awards Bylaws Delegation of Duty and Authority Committee Membership BOT Sign-on UNC.edu	Adopted July 21, 1972 [Amended October 25, 1991] [Amended November 21, 1997] [Amended March 23, 2000] [Amended September 26, 2002] BYLAWS OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL ARTICLE 1 – ORGANIZATION Section 101 - Membership for Year Ending June 30, 1973 a. For the period commencing July 1, 1972, and ending June 30, 1973, the membership of the Board of Trustees of The University of North Carolina at Chapel Hill shall consist of the sixteen persons elected to the Board by and from the membership of the former Board of Trustees of The University of North Carolina on May 22, 1972, and the President of the Student Government ex officio. b. If any vacancy should occur in the elected membership of the Board of Trustees during the year beginning July 1, 1972, the Governor may appoint a person to serve for the balance of the year. Section 102 - Membership after June 30, 1973 a. Effective July 1, 1973, The University of North Carolina at Chapel Hill shall have a Board of Trustees composed of thirteen persons chosen as follows: i. Eight selected by the Board of Governors of The University of North Carolina, ii. Four appointed by the Governor, and iii. The President of the Student Government ex officio. b. The Board of Governors, in electing members of the Board of Trustees to serve terms commencing July 1, 1973, shall designate four persons for four-year terms and four for two-year terms; and the Governor, in making appointments of members of the Board of Trustees to serve terms commencing July 1, 1973, shall designate two persons for four-year terms and two for two-year terms. In every odd-numbered year after 1973, the Board of Governors shall elect four persons to the Board of Trustees and the Governor shall appoint two persons to the Board of Trustees; and the term of office of all such elected or appointed trustees (excluding the ex officio trustee) shall be four years, commencing on July 1 of each odd-numbered year. c. From and after July 1, 1973, whenever any vacancy shall occur in the membership of the Board of Trustees among those appointed by the Governor, it shall be the duty of the Secretary of the Board of Trustees to inform the Governor of the existence of such vacancy, and the Governor shall appoint a person to fill the unexpired term, and whenever any vacancy shall occur among those elected by the Board of Governors, it shall be the duty of the Secretary of the Board of Trustees to inform the Board of Governors of the existence of the vacancy, and the Board of Governors shall elect a person to fill the unexpired term. Whenever a member shall fail, for any reason other than ill health or service in the interest of the State or nation, to be present for three successive regular meetings of the Board of Trustees, his place as a member shall be deemed vacant. d. From and after July 1, 1973, any person who has served two full four-year terms in succession as a member of the Board of Trustees shall, for a period of one year, be ineligible for election or appointment to the Board but may be elected or appointed to the board of another institution. e. From and after July 1, 1973, no member of the General Assembly or officer or employee of the State or any constituent institution of The University of North Carolina or spouse of any such member, officer or employee shall be eligible for election or appointment as a member of the Board of Trustees. Any trustee who is elected or appointed to the General Assembly or who becomes an officer or employee of the State or of any constituent institution of The University of North Carolina or whose spouse is elected or appointed to the General Assembly or becomes such officer or employee shall be deemed thereupon to resign from his membership on the Board of Trustees. f. No person may serve simultaneously as a member of the Board of Trustees and as a member of the Board of Governors. Any trustee who is elected or appointed to the Board of Governors shall be deemed to have resigned as a trustee effective as of the date that his term commences as a member of the Board of Governors. Section 103 - Officers a. At the first meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chairman, a Vice Chairman, and a Secretary, each of whom shall serve for a term of one year and until his successor is elected. If a vacancy occurs in any of these offices, the Board of Trustees shall elect a person to serve for the remainder of the unexpired term. b. The Board of Trustees may also elect an Assistant Secretary, from among the members of the Chancellor’s staff. Copies of all minutes, papers and documents of the Board of Trustees may be certified by its Assistant Secretary with the same force and effect as though such certification were made by the Secretary of the Board. Section 104 - Committees The Board of Trustees may delegate to such committees as it may create such of its powers as it deems appropriate. ARTICLE II – MEETINGS Section 201 - Regular Meetings There shall be six regular meetings of the Board of Trustees each year. These meetings shall be held on the fourth Thursday and the preceding Wednesday in the months of January, March, May, July, September, and November, unless otherwise determined by the Board. A notice specifying the time and place of each regular meeting of the Board shall be mailed by the Secretary or Assistant Secretary to each member of the Board at least ten days in advance of the meeting date. Any matter of business may be considered at a regular meeting of the Board. [Amended October 25, 1991, November 21, 1997, and September 26, 2002] Section 202 - Special and Emergency Meetings A special meeting of the Board of Trustees may be called by the Chairman, and shall be called by the Secretary or Assistant Secretary upon the written request of not fewer than six members of the Board. A special meeting called by the Secretary or Assistant Secretary shall be held within ten days of receipt by the Secretary or Assistant Secretary of the sixth written request for such special meeting. A notice specifying the time and place of a special meeting of the Board shall be mailed or provided electronically by the Secretary or Assistant Secretary to each member of the Board at least forty eight hours in advance of the meeting date, but less than forty eight hours notice may be given by telephone when, in the opinion of the Chairman, an emergency exists. Any matter of business may be considered at a special meeting of the Board, but only business connected with the emergency may be considered at an emergency meeting. [Amended March 23, 2000] Section 203 - Agenda a. At least seven days prior to each regular meeting of the Board of Trustees, a copy of the agenda, including (insofar as is practicable) copies of all reports and other written materials to be presented to the meeting, shall be mailed to each member of the Board by the Secretary or Assistant Secretary. Insofar as is practicable, a copy of the agenda of each special meeting of the Board shall be mailed to each member of the Board at least four days in advance of the special meeting; however, if such advance mailing is not practicable, the agenda for a special meeting may be presented to the members of the Board as the first order of business at the meeting. b. The agenda for every meeting of the Board shall be prepared by the Chancellor or his staff. Every request for inclusion of an item on the agenda of a meeting shall be put in writing and filed, together with any supporting documents, with the Chancellor sufficiently far in advance of the meeting to permit a determination to be made by him with respect to the propriety and practicability of including that item on the agenda for the meeting. c. Any member of the Board of Trustees may present to any meeting of the Board any item whether or not the same is on the agenda of the meeting. Section 204 - Conduct of Business a. A quorum of the Board of Trustees shall consist of a majority of the members of the Board. b. The Chairman shall preside over all regular and special meetings of the Board of Trustees. In the absence of the Chairman, the Vice-Chairman shall preside. In the absence of both the Chairman and the Vice-Chairman, a presiding officer shall be elected by and from the membership of the Board of Trustees. c. All members of the Board of Trustees may vote on all matters coming before the Board for consideration. No member may vote by proxy. d. Except as modified by specific rules and regulations enacted by the Board of Trustees, Robert’s Rules of Order Newly Revised (latest edition) shall constitute the rules of the parliamentary procedure applicable to all meetings of the Board of Trustees and its several committees. Section 205 - Minutes a. The Secretary or Assistant Secretary shall keep minutes of all meetings of the Board of Trustees; shall file, index, and preserve all minutes, papers, and documents pertaining to the business and proceedings of the Board; shall be custodian of all records of the Board; and, when required, shall attest the execution of all legal documents and instruments of The University of North Carolina at Chapel Hill. b. Within twenty days after each meeting of the Board of Trustees, the Secretary or Assistant Secretary shall transcribe the minutes of the meeting and mail a copy to each member of the Board. Section 206 - Executive Session By vote of a majority of the members present at any meeting of the Board of Trustees, the meeting may be closed to the public, subject to the requirements of State law concerning access to such meetings. Section 207 - Keeping Board of Governors Informed The Secretary of the Board of Trustees shall keep the Board of Governors, through the Secretary of The University of North Carolina, fully and promptly informed concerning activities of the Board of Trustees, including notice of any changes in the membership of the Board or in its committee structure or bylaws, notices of meetings and a copy of the minutes of all meetings. ARTICLE III – POWERS AND DUTIES Section 301 - General Powers and Duties The Board of Trustees shall promote the sound development of The University of North Carolina at Chapel Hill within the functions prescribed for it, helping it to serve the people of the State in a way that will complement the activities of the other institutions and aiding it to perform at a high level of excellence in every area of endeavor. The Board of Trustees shall serve as advisor to the Board of Governors on matters pertaining to The University of North Carolina at Chapel Hill and shall also serve as advisor to the Chancellor concerning the management and development of the institution. Section 302 – Other Powers and Duties The Board of Trustees shall have such other powers and duties, not inconsistent with provisions of The Code of The University of North Carolina or with applicable provisions of State law, as are specified in said Code or as shall be defined and delegated by the Board of Governors. The Board of Governors’ Delegations of Duty and Authority to Boards of Trustees are attached hereto as Appendix 1 and are hereby incorporated by reference. [Amended November 21, 1997 – Amended July 1, 2003] ARTICLE IV – AMENDMENT OF BYLAWS Section 401 - Amendment of Bylaws These bylaws may be amended at any regular or special meeting of the Board of Trustees by an affirmative vote of a majority of the members of the Board if the substance of the amendment has been filed in writing with the Secretary or the Assistant Secretary and a copy has been mailed to each member of the Board at least seven days prior to the meeting at which the amendment is to be voted upon. ARTICLE V – SUBORDINATION TO UNIVERSITY CODE Section 501 - Subordination to University Code To the extent that any of these bylaws may be consistent with The Code of The University of North Carolina, as the same may be amended from time to time, said Code shall control.