POLICY #5.4
SUBJECT: Board of Trustees Bylaws
II. REFERENCES
- The Higher Education Act of 1969, as amended, created the Board of Trustees as an integral part of the Utah System of Higher Education (§ 53B-1-101, et seq., as amended). As provided in the Act, the State Board of Higher Education delegates to and vests certain powers in institutional Boards of Trustees.
IV. POLICY
BY-LAWS OF THE BOARD OF TRUSTEES
The Higher Education Act of 1969, as amended, created the Board of Trustees as an integral part of the Utah System of Higher Education (Section 53B-1-101, et. seq., as amended). As provided in the Act, the State Board of Higher Education delegates to and vests certain powers in institutional boards of trustees.
ARTICLE I: MEMBERSHIP
The Board of Trustees of Southern Utah University shall consist of eight persons appointed by the governor and approved by the Senate, and two ex officio members: The president of the Southern Utah University Alumni Association and the president of the Southern Utah University Student Association.
Four appointed members of the Board of Trustees shall be appointed during each odd-numbered year to four-year terms commencing on July 1 of the year of appointment. Vacancies occurring before the expiration of a term will be filled by appointment for the remainder of the unexpired term. An appointed member holds office until a successor is appointed and qualified. Ex officio members will serve for the same period as they serve as presidents and until their successors have qualified.
ARTICLE II: OFFICERS OF THE BOARD
At the July meeting of each odd-numbered year, the Board shall elect from its members a chairperson and vice-chairperson who will serve for two years and until their successors are elected and qualified.
The chairperson will preside at all meetings of the Board and, as directed by the Board, shall have such other duties and responsibilities as are assigned by the Board.
The vice-chairperson shall have other duties and responsibilities as are assigned by the chairperson.
The Board will select an executive secretary upon the recommendation of the President of the University. A recording secretary will be appointed by the President of the University to keep minutes of Board meetings.
ARTICLE III: ELECTION AND APPOINTMENT OF OFFICERS
The procedure for electing officer shall be as follows:
- The chairperson calls for nominations for the new chairperson.
- When all nominations have been received, the chairperson will close nominations. When nominations have been closed, the chairperson will call for a vote (ballots are provided).
- When the votes are received and tabulated, the chairperson announces the name of the new chairperson. The new chairperson then presides and calls for nominations for vice chairperson.
- Voting proceeds for the vice chairperson as it did for the chairperson.
Three committee chairpersons are appointed by the new chairperson and committee assignments are made as provided herein below.
ARTICLE IV: POWERS AND DUTIES
In accordance with Section 53B-2-103, Utah Code Annotated, 1953, as amended, the Board of Trustees may act in behalf of the University in performing duties, responsibilities, and functions as may be specifically authorized by the State Board of Higher Education. Further, the Board of Trustees has the following powers and duties:
- facilitate communication between the institution and the community,
- assist in planning, implementing, and executing fund raising and development projects aimed at supplementing institutional appropriations,
- perpetuate and strengthen alumni and community identification with the University's traditions and goals, and
- select recipients of honorary degrees.
The State Board of Higher Education (BHE) has established guidelines relating to the roles and relationships between institutional presidents and board of trustees. The guidelines are attached and are incorporated into these By-laws by this reference. Also attached is a schedule of topics to be addressed annually, pursuant to BHE policy.
ARTICLE V: HONORARIA
Each member of the Board of Trustees shall receive a per diem as provided by law as compensation for services for attending meetings of the Board of Trustees. Each member will be paid the actual expenses incurred for attending to the authorized business of the Board of Trustees, if payment is authorized and approved by the Board of Higher Education.
ARTICLE VI: COMMITTEES
Executive Committee
Pursuant to State law and these By-Laws, an executive committee is established for the Board of Trustees. The executive committee has full authority of the Board of Trustees to act upon routine matters during the interim between Board meetings. Non-routine matters may be acted on only under extraordinary and emergency circumstances and shall be reported to the Board of Trustees at its next regular meeting following action, and the report shall become part of the minutes of that meeting.
The executive committee will be comprised of the chairperson, the vice chairperson, the chairperson of the Finance and Facilities Committee, the chairperson of the Academic and Student Affairs Committee, and the chairperson of the University Advancement Committee. Executive committee members serve two-year terms and may be re-elected. The chairperson of the Board of Trustees is chairperson of the executive committee.
Meetings of the executive committee are called in accordance with the Utah Open and Public Meetings Act. While any member of the Board of Trustees may attend the executive committee meetings, only members of the committee may vote.
Academic and Student Affairs Committee
An Academic and Student Affairs Committee is organized to review and act on curricular, student, and related academic matters, and to make its recommendations on action items to the Board for its action. The committee will be comprised of three members of the Board appointed by the chairperson of the Board of Trustees. The chairperson of the committee is appointed by the chairperson of the Board of Trustees. The chairperson and vice chairperson of the Board of Trustees are ex officio members of the committee.
Finance and Facilities Committee
A Finance and Facilities Committee is organized to review and act on financial, personnel, and facilities matters, and to make its recommendations on action items to the Board for its action. The committee will be comprised of three members of the Board as appointed by the chairperson of the Board of Trustees. The chairperson of the committee will be appointed by the chairperson of the Board of Trustees. The chairperson and vice-chairperson of the Board are ex officio members of the committee.
University Advancement Committee
A University Advancement Committee is organized to review and act on advancement, alumni and fund-raising matters, and to make recommendations on action items to the Board for its action. The committee will be comprised of three members of the Board as appointed by the chairperson of the Board of Trustees. The chairperson of the committee will be appointed by the chairperson of the Board of Trustees. The chairperson and vice-chairperson of the Board are ex officio members of the committee.
ARTICLE VII: MEETINGS
Regular meetings of the Board shall be called by the chairperson or in the Chairperson's absence, the vice chairperson, or by any four members of the Board. The Utah Open and Public Meeting Act governs public notice of meetings and executive sessions. Agendas will be mailed to members of the Board a week before the meeting.
Special meetings of the Board may be called by the chairperson, or in the chairperson's absence, the vice chairperson, or by any four members of the Board.
Every notice, call, and agendum shall indicate the nature of the business to be acted upon at each meeting.
All meetings shall be conducted according to Robert's Rules of Order.
ARTICLE VIII: QUORUM AND VOTING
- A quorum of the Board or its committees exists when six or more members are present.
- A Board or committee meeting may be adjourned for lack of a quorum.
- Proxy voting is not permitted in Board or committee meetings.
ARTICLE IX: PUBLIC INFORMATION
- The chairperson of the Board of Trustees is the only member authorized to make official pronouncements for the Board or its committees.
- The President of the University is authorized to speak for the Board on policy matters which have received approval of the Board and on administrative matters.
- The President or a designated staff member may issue news releases and other communications regarding the business of the Board as will be consistent with the policies of the State Board of Higher Education and of the Board of Trustees.
ARTICLE X: AMENDMENTS
These By-laws may be amended at any time by the Board. Proposed amendments will be distributed to members of the Board at least two weeks before action on the amendment is taken. The amendment must pass by a majority vote of the Board members voting.
These By-laws of the Board of Trustees of Southern Utah University were approved by the Board in a meeting held on March 8, 1991.
VI. QUESTIONS/RESPONSIBLE OFFICE
The responsible office for this Policy is the Office of the President.