The UNC Policy Manual

Meetings and Bylaws

 

The UNC Policy Manual

Chapter 100.1 - The Code

Section 202

 

CODE 

SECTION 202.                   MEETINGS AND BYLAWS.

202 A.   Meetings.

(1)           Regular Meetings.

Regular meetings of the Board of Governors shall be held on the second Friday in September, October, November, January, February, March, May and July or August. Each regular meeting shall be held at such time and at such place as the chair may designate, with notice concerning the time and place to be mailed to each member of the board by the secretary of the University at least 20 days in advance of the meeting date. Either by action of the board or upon 15 days' written notice by the chair, the date specified herein for a regular meeting may be changed to another date within the designated month. Whenever the chair deems the business of the board not to require a regular meeting, the chair may cancel such meeting on five days’ written notice; provided that no two consecutive regular meetings shall be so canceled. Subject to the provisions of Section 202 C(5), any matter of business relating to the University of North Carolina may be considered at any regular meeting of the Board of Governors.

(2)          Special Meetings.

Special meetings of the Board of Governors may be called by the chair, at the chair’s discretion, and shall be called by the secretary of the University upon the written request of not fewer than ten voting members of the board. A special meeting called by the secretary of the University shall be held within 20 days of receipt by the secretary of the tenth written request for such special meeting. A notice specifying the time and place of a special meeting of the Board of Governors shall be mailed or otherwise delivered by the secretary of the University to each member of the board in order that it would reasonably be expected to be received by the member at least 48 hours before the meeting. Subject to the provisions of Section 202 C(5), any matter of business relating to the University of North Carolina may be considered at a special meeting of the board.

(3)          Emergency Meetings.

Emergency meetings of the Board of Governors may be called by the chair when generally unexpected circumstances require immediate consideration by the board. A notice specifying the time and place of an emergency meeting of the Board of Governors may be given by telephone, telegraph, 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 in which less than 48 hours notice is given.

202 B.   Agenda.

(1)           A copy of the agenda for each regular meeting of the Board of Governors, including notice of all expiring terms on or vacancies in membership of board committees and, insofar as is practicable, copies of all reports and other materials to be presented to the regular meeting as a part of the agenda, shall be mailed by the secretary of the University to each member of the board at least five days in advance of the regular meeting. If practicable, a copy of the agenda for each special meeting of the Board of Governors, with reports and other materials to be presented, shall be mailed to each member of the board at least five days in advance of the special meeting. When matters are to be considered by a committee between the time of the mailing of the agenda and the time of any regular or special meeting of the board and are expected then to be presented to the board for action at the meeting, all members of the board shall be mailed such materials as a committee may prescribe by standing rule or as the chair of a committee may designate, in order to inform the board, insofar as may be feasible, of the nature of the action that might be asked of it.

(2)          The agenda for a regular or special meeting of the Board of Governors shall be prepared by the president with the approval of the chair. All requests for inclusion of a given item on the agenda of a particular meeting shall be filed, with any supporting documents, with the secretary of the University. Any such requests from faculty, students, staff members, or other members of a constituent institution of the University must be in writing and must be filed first with the chancellor of the institution concerned in sufficient time to be reported to and filed with the president by the chancellor, prior to the regular or special meeting in question.

(3)          The provisions of this Section 202 B shall not be construed to prohibit any committee or member of the Board of Governors from requesting consideration by the board, at any regular or special meeting, of any item not on the agenda of a regular or special meeting of the board. However, such an item shall not be so considered without the approval of two-thirds of the voting members of the board present at such meeting.

202 C.    Conduct of Business.

(1)           Quorum.

A quorum for the conduct of business of the Board of Governors 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 of 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.

(2)          Presiding Officer.

The chair shall preside at all regular and special meetings of the Board of Governors. In the absence of the chair, the vice chair shall preside and in the absence of both, the secretary shall preside. In the absence of an elected officer, a presiding officer shall be elected by and from the voting membership of the Board of Governors.

(3)          Power to Vote.

All members of the Board of Governors except special members may vote on all matters coming before the board for consideration. 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. No vote concerning any matter under consideration by the board or by a committee of the board may be cast in absentia by mail, , facsimile, or electronic mail.

(4)          Rules of Order.

Except as modified by specific rules and regulations enacted by the Board of Governors, Robert's Rules of Order (latest edition) shall constitute the rules of parliamentary procedure applicable to all meetings of the Board of Governors and its several committees.

(5)          Reference to Committees.

All matters presented to the Board of Governors, except matters of routine business, which come within the sphere of interest or activity of any standing committee of the board, shall be submitted by the board to the appropriate standing committee for investigation and report. All matters of other than routine business, which do not come within the sphere of interest or activity of any standing committee of the board, may be submitted by the board to a special committee for investigation and report in advance of any action thereon by the board. The board may proceed to consider any matter without referring it to a standing or special committee if, by two-thirds vote, immediate consideration by the board is ordered. The reports and recommendations of standing and special committees shall be submitted to the board in writing consistent with the instructions of the board.

202 D.   Minutes.

(1)           The secretary of the University shall keep minutes of all meetings of the Board of Governors; shall file, index, and preserve all minutes, papers, and documents pertaining to the business and proceedings of the board; shall be custodian of the University seal and 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.

(2)          Within 20 days after each meeting of the Board of Governors, the secretary of the University shall transcribe the minutes of the meeting and mail a copy to each member of the board.

202 E.   Closed Sessions.

                All meetings of the Board of Governors shall be open to the public unless, consistent with the requirements of state law, a meeting is closed to the public by a motion duly made and adopted by the board in an open meeting.

202 F.    Amendments and Suspensions of Code Provisions.

(1)           Any provision of this Code (except those required or governed by statutory or constitutional provisions) 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.

(2)          Any Code provision, except that contained in Section 202 F(1) (and those required or governed by statutory or constitutional provisions), may be suspended at any regular or special meeting of the Board of Governors for that meeting by affirmative vote of two-thirds of the voting membership of the board present.