Bylaws
POL 01.05.1
Board of Trustees
Authority: Board of Trustees
History: First Issued: September 18, 1982. Last Revised: November 21, 2008. Additional History Information.
Additional References: UNC Code: Section 402B
Contact Info: Vice Chancellor and General Counsel (919-515-3071); Assistant to the Chancellor and Secretary of the University (919-515-2191)
1. ORGANIZATION
1.1 Membership
1.1.1 North Carolina State University at Raleigh shall have a Board of Trustees composed of thirteen persons chosen as follows:
1.1.1.a Eight elected by the Board of Governors of The University of North Carolina,
1.1.1.b Four appointed by the Governor, and
1.1.1.c The President of the Student Body, ex officio.
1.1.2 In every odd-numbered year, 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 officio trustee) shall be four years or until successors are elected or appointed commencing on July 1 of such odd-numbered year.
1.1.3 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 Assistant 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 Assistant 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 expired 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, that member's place shall be deemed vacant.
1.1.4 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.
1.1.5 No member of the General Assembly or officer or employee of the State or of 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 membership on the Board of Trustees.
1.1.6 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 the person's term commences as a member of the Board of Governors.
1.2 Officers
1.2.1 At the first meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chair, a First Vice Chair, a Second Vice Chair and a Secretary, each of whom shall serve for a term of one year and until a successor is elected. A Chair who is serving a second consecutive year as Chair is ineligible for reappointment as Chair until one year has elapsed from the end of the second consecutive year of service. If a vacancy occurs in any of these officers, the Board of Trustees shall elect a person to serve for the remainder of the unexpired term. These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Board of Trustees.
1.2.2 The Board of Trustees may also elect an Assistant Secretary, from among the members of the Chancellor's staff as recommended by the Chancellor. 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.
1.3 Committees
1.3.1 The Board of Trustees shall have the following standing committees: Academic Affairs and Personnel Committee, Audit Finance and Planning Committee, Buildings and Property Committee, Development Committee, Executive Committee, and Student and Campus Affairs Committee. The Board may create such other committees as it deems appropriate. The Chair of the Development Committee shall serve ex officio as a member of the Board of Trustees of the Endowment Fund.
1.3.2 The officers of the Board plus the immediate past Chair shall constitute the Executive Committee, which shall be chaired by the Chair. In the event there is no immediate past Chair, the Chair shall nominate for the Board's approval one Trustee to serve at-large on the Executive Committee. The Executive Committee shall be empowered to act for the Board between Trustee meetings with the responsibility to report on its actions at the next Board meeting.
1.3.3 At the first meeting after June 30 of each year, the newly elected Chair shall appoint the members of the standing committees and designate a chair for each committee. The Chair of the Board shall be an ex officio member of all standing committees except the Nominating Committee.
1.3.4 The Board of Trustees may delegate to its committees such of its powers as it deems appropriate except for those powers which are expressly delegated to the Board of Trustees by the Board of Governors without the power to sub-delegate. Each committee shall present to the Board for its approval a description of committee responsibilities and such descriptions shall be reviewed and updated as the Board deems appropriate.
1.3.5 A Nominating Committee shall be appointed each year by the Chair and shall consist of not less than three nor more than five members of the Board. The Chair shall not serve as a member of the Nominating Committee. The Nominating committee shall be responsible for presenting a slate of nominees to the Board at its last meeting before the beginning of each University fiscal year. The slate of nominees shall contain at least one nominee for each of the offices of Chair, First Vice Chair, Second Vice Chair, and Secretary.
2. MEETINGS
2.1 Regular Meetings
There shall be not fewer than three regular meetings of the Board of Trustees each year. These meetings shall be held on such dates as determined by the Board. A notice specifying the time and place of each regular meeting of the Board shall be mailed by the 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.
2.2 Special Meetings
2.2.1 A special meeting of the Board of Trustees may be called by the Chair. A notice specifying the time and place of a special meeting called by the Chair shall be mailed by the Assistant Secretary to each member of the Board at least fourteen (14) days in advance of the meeting date; but three days' notice may be given by telephone, fax, or courier when, in the opinion of the Chair, an emergency exists. When deemed necessary by the Chair, the Chair may conduct an emergency special meeting of the Board without prior notice via electronic means provided that the arrangements for such meeting comply with the applicable State laws concerning the conduct of electronic meetings of public bodies. A special meeting requested by members to be called by the Secretary or Assistant Secretary shall be held within fourteen (14) days of receipt by the Secretary or Assistant Secretary of the sixth written request for such special meeting. Any matter of business may be considered at a special meeting of the Board.
2.2.2 A special meeting of the Board of Trustees may be requested upon the written request of not fewer than six members of the Board directed to the attention of the Assistant Secretary. A special meeting requested by members to be called by the Assistant Secretary shall be held within fourteen (14) days of receipt by the Assistant Secretary of the sixth written request for such special meeting. Any matter of business may be considered at a special meeting of the Board.
2.3 Agenda
2.3.1 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 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 seven (7) 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. No items may be considered at a special meeting except as contained on the agenda.
2.3.2 The agenda for every meeting of the Board shall be prepared by the Chancellor in consultation with the Chair. 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 for in advance of the meeting to permit a determination to be made by the Chancellor with respect to the propriety and practicability of including that item on the agenda for the meeting.
2.3.3 Any member of the Board of Trustees may present to any regular meeting of the Board any item whether or not the same is on the agenda of the meeting, but no final action shall be taken on an item not on the agenda except by unanimous consent.
2.4 Conduct of Business
2.4.1 A quorum of the Board shall consist of a majority of the members of the Board.
2.4.2 The Chair shall preside over all regular and special meetings of the Board of Trustees. In the absence of the Chair, the First Vice Chair will preside. In the absence of the First Vice Chair, the Second Vice Chair will preside. In the absence of the Chair and both Vice Chairs, a presiding officer shall be elected by and from the membership of the Board of Trustees.
2.4.3 All members of the Board of Trustees may vote on all matters coming before the Board for consideration. No member may vote by proxy.
2.4.4 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.
2.5 Minutes
2.5.1 The Secretary or Assistant Secretary shall take 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; when required the Secretary or Assistant Secretary, shall attest the execution of all legal documents and instruments of North Carolina State University at Raleigh.
2.5.2 Within a reasonable period 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.
2.6 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.
2.7 Keeping Board of Governors Informed
The Assistant 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.
3. POWERS AND DUTIES
3.1 General Powers and Duties
The Board of Trustees shall promote the sound development of North Carolina State University at Raleigh 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 North Carolina State University at Raleigh and shall also serve as advisor to the Chancellor concerning the management and development of the institution. The Chancellor shall be the official medium of communication between the Board of Trustees and all individuals, officials, agencies and organizations, both within and without the institution.
3.2 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.
4. AMENDMENT OF BYLAWS
4.1 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 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.
5. SUBORDINATION TO UNIVERSITY CODE
5.1 Subordination to University Code
To the extent that any of these bylaws may be inconsistent with The Code of The University of North Carolina, as the same may be amended from time to time, said Code shall control.
