ByLaws

Bylaws Of The Board Of Trustees Of The University Of North Carolina At Asheville

[Adopted on March 23, 2009]

[Revised & Adopted December 7, 2009]

PREFACE

The University of North Carolina at Asheville is a constituent institution of The University of North Carolina, an organization mandated by Article IX of the North Carolina Constitution, and established by Chapter 116 of the North Carolina General Statutes. These bylaws are intended to be consistent with those authorities, and with The Code of the Board of Governors of The University of North Carolina.

ARTICLE I. MISSION, POWERS AND DUTIES

Section 1. Mission

The mission of the Board of Trustees of the University of North Carolina at Asheville is to promote the sound development of the university within the functions prescribed for it by the Board of Governors of The University of North Carolina, helping it to serve the people of the State in a way that will complement the activities of the other constituent institutions, and aiding it to perform at a high level of excellence in every area of endeavor. The Board of Trustees advises the Board of Governors on matters pertaining to the university, and advises the Chancellor concerning management and development of the institution. [See N.C. General Statute § 116-33.]

Section 2. Powers and Duties

The Board shall have all the powers and duties granted to it by North Carolina law and delegated to it by the Board of Governors of The University of North Carolina, as specified in The Code and as otherwise specified by the Board of Governors. Appendix 1 to The Code, which contains delegations of duty and authority from the Board of Governors to the Board of Trustees, will be appended to these bylaws.

ARTICLE II. ORGANIZATION

Section 1. Membership

The membership of the Board is governed by statute, N.C. General Statute § 116-31, which provides, among other points, the following

(a) The thirteen members of the Board are selected as follows:

1. Eight are elected to four-year terms in certain odd-numbered years by the Board of Governors of The University of North Carolina,
2. Four are appointed to four-year terms in certain odd-numbered years by the Governor of North Carolina,
3. The President of Student Government Association of the University of North Carolina at Asheville, during that person's continuance in good standing as a student at the university, serves ex-officio and has all the rights and privileges as other members of the Board.

(b) 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, that individual's place as a member shall be deemed vacant.

(c) Any person who has served two full four-year terms in succession shall, for a period of one year, be ineligible for election or appointment to the board.

Section 2. Officers

(a) At the first meeting after June 30 of each year, the Board shall elect a Chair, a Vice Chair, and a Secretary. [See N.C. General Statute § 116-32.]

(b) Officers are elected for a one-year term and may serve four consecutive terms.

(c) Each of these officers shall serve until his or her successor is elected. If the term of the Chair expires before his or her successor is elected, then the Vice Chair shall become the Interim Chair until the Chair's successor is elected.

(d) The Secretary shall keep the Board of Governors, through the Secretary of the University, fully informed concerning activities of the Board, 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.

(e) The Board may also select, if it so chooses, a member of the Chancellor’s staff to serve as Assistant Secretary, and the Secretary may delegate responsibilities to the Assistant Secretary.

Section 3. Committees

(a) The Audit Committee is a standing committee of the Board. Its members shall include the Chair of the Board, and two other members of the Board nominated by the Chair and approved by the Board. The Audit Committee shall also serve as the standing committee charged with evaluating potential conflicts of interest, as required by University of North Carolina Policy 200.1.

(b) The Chair shall appoint members to the following standing committees:

1. Academic Affairs
2. Alumni & Development.
3. Finance and Real Property
4. Student Affairs
5. Athletics

(c) The Board shall outline the scope of each committee’s responsibilities in committee charters, which are appended to these bylaws.

(d) The Board may create other such committees as it may see fit, and may delegate to these committees such of its powers as it deems appropriate.

(e) Committees of the Board shall be subject to the North Carolina Open Meetings Act, as outlined in NCGS Chapter 143, Article 33c. Official meetings of these committees, in person, by phone or by electronic means, must:

• give public notice of time and place of each meeting,
• keep full and accurate minutes of all official meetings, including any closed sessions held pursuant to G.S. 143 318.11. Such minutes shall be a matter of public record.
• Enter into closed session only for the reasons that are allowed by § 143 318.11.

Exceptions to the Open Meetings Act (§ 143 318.18) include the boards of trustees of endowment funds, as authorized by G.S. 116 36 or G.S. 116 238.

ARTICLE III. MEETINGS

Section 1. Regular Meetings

The Board shall hold no fewer than three regular meetings each year, and may hold such additional meetings as may be desirable. The dates and times of the regular meetings shall be determined by the Chair in consultation with the Chancellor. 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 one week in advance of the meeting date.

Section 2. Special Meetings

(a) Special meetings of the Board may be called by the Chair at the Chair's discretion.

(b) Special meetings shall also be called by the Secretary or Assistant Secretary upon the written request of not fewer than nine members of the Board. Meetings called at Board members' request shall be held within twenty days of receipt of the ninth written request for such a meeting.

(c) A notice specifying the time and place of a special meeting of the Board shall be mailed or otherwise delivered by the Secretary or Assistant Secretary to each member of the Board in a manner so that it would reasonably be expected to be received at least 48 hours before the meeting.

Section 3. Emergency Meetings.

Emergency meetings may be called when generally unexpected circumstances require immediate consideration by the Board. A notice specifying the time and place of an emergency meeting may be given by telephone, electronic mail, or other method in sufficient time for a majority of the board to reasonably be expected to be able to attend the meeting. Only business connected with the emergency may be considered at an emergency meeting.

ARTICLE IV. CONDUCT OF BUSINESS

Section 1. General

(a) A quorum of the Board shall consist of a majority of the members of the Board, either in person or via a two-way, real-time, communications device.

(b) The Chair shall preside at meetings of the Board. In the absence of the Chair, the Vice Chair shall preside, and in the absence of both the Chair and the Vice Chair, the Secretary shall preside. In the absence of all officers, a presiding officer will be elected by the members present.

(c) All members of the Board may vote on all matters coming before the Board for consideration. No vote may be cast in absentia by mail, facsimile, or electronic mail or by proxy.

(d) The Board shall adopt its own rules of procedure.

(e) As a matter of protocol, the Board considers the Chair to be the spokesperson for the Board.

Section 2. Agenda

(a) The agenda for a regular or special meeting of the Board shall be prepared by the Chancellor in consultation with and subject to the approval of the Chair. Members of the Board may suggest additional agendas item to the Chair. Insofar as practicable, the Secretary or Assistant Secretary will deliver a copy of the agenda to each member of the Board in advance of each regular meeting.

(b) At any regular or special meeting, any member of the Board may request that the Board consider an item not on the agenda, but it may not be considered without an affirmative vote of two-thirds of the voting membership of the Board present.

Section 3. Minutes

The Secretary or Assistant Secretary shall keep minutes of all meetings of the Board.

Section 4. Closed Session

By vote of majority of the members present at any meeting, the Board may convene in closed session, consistent with North Carolina law.

ARTICLE V. ETHICS & CONFLICTS OF INTEREST

It is of critical importance that decisions the Board makes on behalf of the University be in the best interest of the University and not be influenced by any potential financial gain to the decision-makers. Further, to assure public confidence in the integrity of the University, it is important that the University not appear to be influenced by the personal financial interests of those in decision-making positions. In order to assure public confidence in the integrity of the University, members of the Board should not use their positions, or appear to use their positions, to influence the decisions of the University for their personal financial gain. At the same time, the University should be able to take advantage of contracts that are advantageous to the citizens of North Carolina and to the University and should avoid having service to the University be so restrictive that persons with substantial financial interests will be reluctant to serve. To those ends, the Board acknowledges that it is bound by the State Government Ethics Act (Chapter 138A of the N.C. General Statutes) and University of North Carolina Policy 200.1. [Adopted from § 204 of The Code.]

ARTICLE VI. EQUALITY OF OPPORTUNITY

Service on the Board of Trustees, and admission to, employment by, and promotion in the University of North Carolina at Asheville, and shall be on the basis of merit, and there shall be no discrimination against any person on the basis of race, color, creed, religion, sex, national origin, age, or disability or because of the person's honorable service in the armed services of the United States. [From § 103 of The Code.]

ARTICLE VII. AMENDMENT & SUSPENSION OF BYLAWS

Section 1. Amendment

Any provision of these bylaws (except those required or governed by The Code of The Board of Governors, the N.C. General Statutes, or other governing authority) may be amended by a vote of two-thirds of the voting membership of the Board then in office, provided that no amendment may be adopted unless its substance first has been introduced at a preceding regular or special meeting of the Board.

Section 2. Suspension

Any provision of these bylaws (except Section I of Article VII immediately above, and except those provisions required or governed by The Code of The Board of Governors, the N.C. General Statutes, or other governing authority) may be suspended at any meeting of the Board for that meeting by affirmative vote of two-thirds of the voting membership of the Board present.

ARTICLE IX. SUBORDINATION TO UNIVERSITY CODE

To the extent that any of these bylaws may be inconsistent with The Code of the Board of Governors of The University of North Carolina, The Code shall control.

APPROVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY OF NORTH CAROLINA AT ASHEVILLE

March 23, 2009

[Revised December 7, 2009]

Rules of Procedure of the Board of Trustees of The University of North Carolina at Asheville

[Adopted on March 23, 2009]

Rules of procedure for deliberative bodies should allow deliberation of questions of interest so as to arrive at the sense or will of the body by majority rule, while maintaining respect for the minority. Rules should enable group decisions to be made with full and fair debate and the least possible friction.

To those ends, the Board of Trustees of the University of North Carolina at Asheville hereby adopts the following rules of procedure:

1. When an action is to be taken, it will require a motion and a second. Except as set forth in the bylaws and in these rules, a simple majority of the members present and voting will carry the motion.
2. Debate or discussion of the motion may not be ended until each member present has had at least one opportunity to address the motion. The Chair may, in the Chair's sole discretion, declare a final round of comment, and allow each member a final chance to comment on the motion, before putting the motion to a final vote. The Chair may also limit each member's time for comment in this final "round of comment."
3. Motions may, in the course of the debate or discussion, be amended before being put to final vote, but only with the permission of the members who made the motion and made the second.
4. At any meeting, the full Board can be forced to abandon these rules of procedure and to be bound instead by Robert's Rules of Order Newly Revised (as implemented by Robert’s Rules of Order Newly Revised In Brief) by a vote (following a proper motion and second) of one less than the majority of those present at the meeting. Robert’s Rules of Order Newly Revised In Brief will be available through the University General Counsel.