Bylaws of the Board of Trustees of The University of North Carolina at Greensboro

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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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.

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.