1.Powers and Duties
1.1General Powers and Duties
The Board of Trustees shall promote the sound development of The University of North Carolina at Greensboro 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 adviser to the Board of Governors on matters pertaining to The University of North Carolina at Greensboro 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.
1.2Other 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 and may delegate to its Committees or the Chancellor as The Board determines is necessary and prudent for the proper and expeditious functioning of the University. The Board shall provide advice and strategic direction and oversight to The University of North Carolina at Greensboro.
In the event of a vacancy in the Chancellorship, the Board of Trustees shall establish, in consultation with the president, a search committee composed of representative of the Board of Trustees, the faculty, the student body, the alumni, the local community, and other campus constituents as may be appropriate.
1.3.1Committee Budget and Staff
Upon the establishment of the search committee, the Chair of the Board, in consultation with the President, shall establish a budget and identify staff for the committee.
The search committee, through the Chair of the Board of Trustees, shall make a preliminary report to the President, when the committee is preparing a schedule of interviews. At the completion of the campus interview process, the search committee
shall recommend an unranked slate of no fewer than two candidates to the trustees for consideration.
1.3.3Names for Consideration
The Board of Trustees, following receipt of the report of the search committee, shall, subject to the direction of the President, recommend no fewer than two names for consideration by the President in designating a nominee for the Chancellorship, for approval by the Board of Governors.
1.4Endowments, Trust Funds, and Associated Entities
Consistent with state law, the Board of Trustees has the authority to establish and create The Board of Trustees of the Endowment Fund of The University of North Carolina at Greensboro, to assist in its responsibilities to preserve, maintain, and manage all properties, both real and personal, funds and other things of value which, either separately or in combination, constitute all or any part of the authorized endowment or trust funds, or either currently in existence or to be established in the future, for the benefit of the University.
2.1Election and Vacancy
The University of North Carolina at Greensboro shall have a Board of Trustees composed of thirteen persons chosen as follows: (i) eight elected by the Board of Governors, (ii) two appointed upon the recommendation of the President Pro Tempore of the Senate, (iii) two appointed upon the recommendation of the Speaker of the House of Representatives, and (iv) the president of the student government, ex officio.
In every odd-numbered year, the Board of Governors shall elect four persons to the Board of Trustees and the General Assembly shall appoint one person upon the recommendation of the President Pro Tempore of the Senate and one person upon the recommendation of the Speaker of the House of Representatives 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, or until successors are elected or appointed, commencing on July 1 of such odd-numbered year.
Whenever any vacancy shall occur in the membership of the Board of Trustees among those appointed by the General Assembly, it shall be the duty of the Assistant Secretary of the Board of Trustees to inform the General Assembly of the existence of such vacancy, and the vacancy shall be filled as provided in N.C. Gen. Stat. § 120-122, 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 a Board of Trustees, the individual’s place as a member shall be deemed vacant.
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 same board but may be elected or appointed to the board of another institution.
2.1.4Eligibility for Appointment
No member of the General Assembly or officer or employee of the State, The University of North Carolina, or of any constituent institution shall be eligible for election or appointment to the Board of Trustees. No spouse of a member of the General Assembly, or of any officer or employee of the University of North Carolina at Greensboro may be 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, The University of North Carolina, or of any constituent institution or whose spouse is elected or appointed to the General Assembly or becomes an officer or employee of the University of North Carolina at Greensboro shall be deemed thereupon to resign from membership on the Board of Trustees.
2.1.5Dual Membership Prohibited
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 individual’s term commences as a member of the Board of Governors.
2.2Officers. Chair, Vice Chair, and Secretary
At the first meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chair, a Vice Chair, and a Secretary.
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 a 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 such board. 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 and notices of meetings. The Assistant Secretary shall have such administrative authority as necessary to carry out the function of the Office of the Assistant Secretary
The The Board of Trustees shall hold not fewer than three regular meetings a year and may hold such additional meetings as may be deemed desirable.
A calendar of regular meeting dates for the Board of Trustees will be established and publicized in accordance with state law. A notice specifying the time and place of each regular meeting of the Board shall be posted by the Assistant Secretary on the Board of Trustees’ website. If the date of a regular meeting is changed, the Assistant Secretary shall change the posting and notify each member of the Board at least ten (10) calendar days in advance of the meeting date.
Whenever the chair deems the business of the board not to require a regular meeting, the chair may cancel such meeting on forty-eight hours’ written notice.
A special meeting of the Board of Trustees or of a standing committee with delegated authority may be called at the discretion of the Board Chair, Committee Chair, or by the Chancellor. A special meeting of the Board of Trustees may also be requested upon the written request of not fewer than six members of the Board, directed to the attention of the Assistant Secretary who shall notice a special meeting upon receipt by the 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 of Trustees shall be provided in accordance with state law. Any matter of business relating to The University of North Carolina at Greensboro may be considered at a special meeting of the Board. A special meeting may be conducted by electronic means provided that the arrangements for such meeting comply with the applicable State laws concerning the conduct of electronic meetings of public bodies.
When deemed necessary by the Board Chair or by the Chancellor, the Board Chair may conduct an emergency meeting of the Board with immediate notice. Only business connected with the emergency may be considered at the meeting. An “emergency meeting” is necessitated by unexpected circumstances that require immediate consideration by the Board of Trustees. An emergency meeting may be conducted by 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 copy of the agenda for each regular meeting of the Board of Trustees and, insofar as is practicable, copies of all reports and other materials to be presented at the regular meeting as a part of the agenda, shall be provided by the Assistant Secretary to each member of the Board approximately five (5) days in advance of the regular meeting. If practicable, a copy of the agenda for each special meeting of the Board of Trustees shall be provided to each member of the Board in advance of the special meeting; however, if such advance provision is not practicable, the agenda for a special or an emergency meeting may be presented to the members of the Board as the first order of business at the meeting.
The agenda for a regular or special meeting of the Board of Trustees shall be prepared by the Chancellor with the approval of the Chair of the Board of Trustees.
The provisions of this Section shall not be construed to prohibit any member of the Board of Trustees from requesting consideration by the Chair, at any regular or special meeting, of any item not on the agenda of a regular or special meeting of the Board
3.5Conduct of Business
A quorum for the conduct of business by the Board of Trustees shall consist of a majority of the voting membership of the Board then in office. Any voting member who is present at a meeting of the Board or of a committee or who attends a special or emergency meeting of the Board or any meeting of a committee by telephone, video conference, or other electronic means that allows for two-way voice interaction will be counted as present for purposes of determining a quorum.
The Chair shall preside at all regular and special meetings of the Board of Trustees. In the absence of the Chair, the Vice Chair shall preside. In the absence of the Vice Chair, a presiding officer shall be elected by and from the membership of the Board of Trustees.
3.5.3Power to Vote
All members of the Board of Trustees may vote on all matters coming before the Board for consideration, but no member may vote by proxy. Any voting member of the Board or of a Board committee who attends a special or emergency meeting of the Board or of any meeting of a committee by telephone, video conference, or other electronic means that allows for two-way voice interaction may cast the member’s vote by that electronic means.
3.5.4Rules of Order
Except as modified by specific rules and regulations enacted by the Board of Trustees, Robert’s Rules of Order (latest edition) shall constitute the rules of parliamentary procedure applicable to all meetings of the Board of Trustees and its committees.
Between regular meetings of the Board, routine matters of business within the authority of any committee of the Board may be dealt with by written ballot and without a meeting if such is deemed appropriate by the Chair of the committee. Any action taken by this method must be reported to the Board at its next regular meeting and the written ballots made available for public inspection.
The Assistant Secretary shall keep minutes of all meetings of the Board of Trustees; shall file 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 shall attest the execution by the Chair of all legal documents and instruments of The University of North Carolina at Greensboro.
The minutes of a regular or special meeting of the Board of Trustees shall be included in the agenda for the succeeding meeting. The minutes of a meeting of the Executive Committee shall be mailed for information purposes to each member of the Board and shall be included in the agenda for the succeeding meeting of the Executive Committee.
All meetings of the Board of Trustees shall be open to the public unless, consistent with the requirements of state law, a meeting is closed to the public by majority vote of a quorum of the Board membership.
3.8Amendments and Suspensions of Code Provisions
Any provision of this Code (except those required or governed by the Code of the Board of Governors of The University of North Carolina or by statutory or constitutional provisions) may be amended or suspended at any regular or special meeting of the Board of Trustees, for that meeting, by affirmative vote of two-thirds of the authorized membership of the Board.
The Board of Trustees may delegate to its committees such powers as may lawfully and appropriately be delegated. Each committee shall present to the Board for its approval a charge or charter, namely a description of committee responsibilities. Such descriptions shall be reviewed and updated as the Board or committee deems appropriate. The delegated authority, responsibilities and assignments of each committee are contained in these charges or charters.
4.1.1Academic Affairs Committee
The AAC shall assist the Board in fulfilling its oversight responsibilities related to the educational, research and public service roles of the University, the development oversight of the University’s strategic plan, the development of policies regarding admissions, student financial aid, and personnel issues related to faculty appointments, promotions, and compensation. The AAC shall also assist the Board by recommending to the Board for approval the award of honorary degrees and special honors.
The AC shall assist the Board in fulfilling its oversight obligations regarding the University’s program of intercollegiate athletics, including assuring support for and compliance with NCAA and Southern Conference, and any other relevant Athletic governing bodies. Such oversight responsibilities shall include but not be limited to, upon recommendation of the Chancellor, approval of the Head Coaches’ and Athletic Director’s contracts.
4.1.3Compliance, Audit, Risk Management and Legal Committee
The CARL Committee shall assist the Board in fulfilling its oversight responsibilities related to audit, risk management, compliance, legal, and ethical functions of the University. CARL shall assist the Board in fulfilling its oversight responsibilities related to: (1) the integrity of the University’s financial reporting; (2) the adequacy and effectiveness of the systems of internal control; (3) the independence and performance of the external and internal audit functions; (4) the evaluation and monitoring of a campus-wide institutional risk management process; compliance with relevant laws, regulations, and ethical standards including NCAA and research and related compliance; and (5) reports related to threatened or pending litigation, employment litigation, substantial administrative agency complaints, substantial government investigations, and other relevant legal matters.
4.1.4Finance and Administration Committee
The FAC shall assist the Board in fulfilling its oversight obligations regarding fiscal matters, human resources, physical plant, auxiliary services, childcare centers, property and buildings, campus security, and traffic and parking.
The Grievance Committee shall assist the Board in considering appeals from the Chancellor’s decision on discharge or imposition of serious sanctions against a faculty member and will consider appeals as required by statute or Board of Governors’ policy. For purpose of review, the GC will determine (1) that the decision making process was not materially flawed so as to raise questions about whether the appealing party’s contentions were fairly and reliably considered, (2) that the result reached was not clearly erroneous, and (3) that the decision was not contrary to controlling law or policy; unless as otherwise proscribed by statute or Board of Governors’ policy.
The Nominating Committee shall be responsible for presenting to the Board a proposed slate of candidates from its membership for the offices of Chair, Vice Chair, and Secretary, as well as for membership on the Executive Committee. The slate recommended by the Nominating Committee may include all board members, including any member who is serving an unexpired term of another member, or newly appointed members whose terms commence July 1. All Board members, including newly appointed members, will be informed of the opportunity to submit additional nominations for office prior to officer elections.
4.1.7University Advancement Committee
The University Advancement Committee shall assist the Board by recommending to the Board for approval the naming of all facilities and programs owned, operated or controlled by the University, and promotion of the sound development of the institution.
The Executive Committee of the Board of Trustees shall be composed of the officers and the Immediate Past Chair and a fifth member, to be elected by the Board. In the event that the Immediate Past Chair is not eligible to serve, the Board shall elect an additional member to the Executive Committee, in order to ensure that the Committee consists of five members, with the Chair of the Board of Trustees serving as Chair of the Executive Committee. The Executive Committee shall act for the full Board in interim periods only on routine matters of interest to the Board, including approval of appropriate academic and administrative appointments. The Executive Committee shall also review and address dual memberships and conflicts of interest of Board members, in accordance with applicable State law and any applicable Board of Governors’ policy.
The Board of Trustees may establish special committees as it deems necessary. Special committees may be established (and their duties prescribed) by vote of a majority of the authorized membership of the Board of Trustees at any regular or special meeting of the Board. The titles, membership, and procedures of special committees shall be determined either by majority vote of the Board of Trustees or, at the direction of the Board, by the Chair of the Board of Trustees. Special committees created by the Board shall cease to exist when their functions have been discharged; however, every special committee shall cease to exist one year after the date of its creation, unless continued by affirmative action of the Board of Trustees.
|Revision Date||Revision Summary|
|07/08/2019||Revised to align with amendment to UNC Code Section 401A regarding officer elections|
|01/17/2020||Updated to reflect the change from Business Affairs Committee to Finance and Administration Committee|
|10/24/2021||Restated, reaffirmed, and approved|
|05/11/2022||Updated to align with amendment to UNC Code Section 100.1(I)(d) regarding Chancellor Selection|