The UNC Policy Manual
200.7
Adopted 04/10/15
Amended 10/22/20
I.
Applicability
and Purpose. This policy sets forth the
duties, responsibilities, expectations, and
standards of conduct for members of the Board of Governors of the University of
North Carolina (UNC) System, the boards of trustees of the constituent
institutions, and the boards of University-affiliated organizations where
membership includes individuals appointed by the Board of Governors.
II.
Definitions. For purposes of this policy:
A.
“Board”
means the Board of Governors, a board of trustees of a constituent institution
of the UNC System, or a board of a University-affiliated organization with
members appointed by the Board of Governors.
B.
“Board
member” means any member of the Board of Governors, a board of trustees of a
constituent institution of the UNC System, or the board of a
University-affiliated organization.
C.
“Institution”
means the UNC System or a constituent institution of the UNC System.
D.
“University-affiliated
organization” means an institution or organization that the Board of Governors
is authorized to establish or to which it is authorized to appoint board members pursuant to statute, but does not include
associated entities covered by Section 600.2.5.2[R] of the UNC Policy Manual or centers or institutes covered by Section 400.5[R] of
the UNC Policy Manual.
III.
Duties
and Responsibilities. Board members are
responsible for performing essential functions that are central to the
governance of the University, as described in Chapter 116 of the North Carolina
General Statutes, The Code of the
University of North Carolina, the UNC
Policy Manual, and the policies and by-laws of the constituent
institutions. Board members shall adhere
to the standards of conduct and fulfill duties and expectations set forth in
this policy.
A.
Attendance. Board members shall attend board
meetings. If a
member of the Board of Governors is, for any reason other than ill health or
service in the interest of the State or nation, absent for four (4) successive
regular meetings of the Board, his or her place as a board member shall be
deemed vacant.[1] If a member of
a board of trustees of a constituent institution is, for any reason other than
ill health or service in the interest of the State or nation, absent for three
(3) successive regular meetings of a board of trustees, his or her place as a
board member shall be deemed vacant.[2]
B.
Participation in Policy and Oversight Functions. Board members are expected to prepare for
meetings; actively
contribute to the work of the board; and act in accordance with the governance,
oversight, and advisory functions allocated to the board by:
1.
Reviewing
and inquiring about materials that involve the institution or
University-affiliated organization, such as board minutes and annual reports;
2.
Understanding
and participating appropriately in the oversight function allocated to the
board with respect to the finances and effectiveness of the institution or
University-affiliated organization;
3.
Seeking
information from and consulting appropriately with the chief executive officer
of the institution or University-affiliated organization to gain additional
context, make well-informed policy decisions, and carry out responsibilities
for board-level oversight and monitoring of the affairs of the institution or
University-affiliated organization;
4.
Participating as requested in the preparation and revision of
long-range plans for the institution or University-affiliated organization;
5.
Serving
on and contributing to the work of assigned committees; and
6.
Listening
to and considering differing opinions, and otherwise making reasonable efforts
to conduct oneself in accordance with the practices and customs of formality
and decorum articulated in Robert’s Rules of Order.[3]
C.
Scope
of Authority. Board members’ authority is collective, not individual, and only
arises from their participation with other members of the board when officially
convened. Individual board members hold no inherent authority under applicable
law or University policy to exercise administrative or executive functions on
behalf of their institution. Individual board members may not bind the board or
the institution, enter into contracts on behalf of the board or the
institution, or otherwise act on behalf of or in the name of the board or
institution unless clearly authorized to do so in a particular matter by the
board itself or the chief executive officer of the institution. Accordingly, and by way of example, board
members shall:
1.
Refer
matters of administration and management to the chief executive officer of the
institution or University-affiliated organization for handling;
2. Respect
and follow executive leadership, management, and reporting lines when
communicating with and seeking information from the University and the
constituent institutions;
3. Refrain
from directing matters of administration or executive action except through the
chief executive officer of the institution or University-affiliated
organization; and
4. Not undertake reviews, background
checks, investigations, or any other assessments of University employees or
candidates for University employment unless duly and explicitly directed to do
so by the president, by the chief executive officer of the employing
institution, or by the Board of Governors.
Nothing in this provision is intended to limit a board member from
taking appropriate steps to prepare for meetings, consistent with the duties
and responsibilities articulated in section III.B., above.
D.
Ethical
Conduct. Board members shall adhere to
high standards of ethical conduct by complying with laws, regulations, and University policies
applicable to their service as board members and public officials, which
include the obligations to:
1.
Exercise
authority honestly and fairly, free from impropriety, threats, favoritism, and
undue influence, as required by the State Ethics Act.[4]
2.
Keep
confidential all information and records that are required by law to be kept
confidential, including, but not limited to, personnel records and information, student records and information, attorney-client communications,
and closed session deliberations and information;
3.
Comply
with North Carolina open meetings law by conducting hearings, deliberations, and actions of these bodies openly,
except when permitted or required to a closed session
4.
Comply
with applicable public records laws by permitting open access to and inspection
of public records in the member’s custody, including records created, sent, or received
by Board members entirely on non-University accounts or devices, as required by law;
5.
Bring
matters of concern, potential or real conflicts of interest, and reports of
unlawful and/or noncompliant activity to the attention of the appropriate
institutional or organizational officer, such as the president, chancellor,
board chair, or committee chair;
6.
Avoid
any personal or business interest that may conflict with the member's responsibilities to the institution or
University-affiliated organization;
7.
Avoid
even the appearance of impropriety when conducting the institution’s or
University-affiliated organization’s business;
8.
Recuse
oneself from consideration of matters during meetings when required;
9.
Conduct
oneself at all times in accordance with the University’s prohibition about all
forms of illegal discrimination or harassment;
10.
Not
engage in acts of fraud or other violations of law inconsistent with the
ethical expectations of a public official;
11.
Not
act as a registered lobbyist on behalf of any lobbyist principal in any matter
or issue that is adverse to the interests of the UNC System, a constituent
institution, or a University-affiliated organization; and
12.
Not
represent, as a practicing attorney, any party in a matter in which the party’s
interest is adverse to the interests of the UNC System, a constituent
institution, or a University-affiliated organization. For purposes of this
restriction, members are not generally prohibited from acting as criminal
defense counsel to students and employees in criminal prosecution matters.
E. Fiduciary Responsibilities and Support
for the Institution. Board members shall discharge their duties to the
institution with care, skill, prudence, and diligence
by:
1.
Exercising
the degree of diligence, care, and skill that a prudent individual familiar
with such matters would use under similar circumstances in a like position;
2.
Acting
in good faith with the best interest of the institution or
University-affiliated organization in mind;
3.
Conducting
oneself, at all times, in furtherance of the institution’s or
University-affiliated organization’s goals and not the member’s personal or
business interests;
4.
Providing
oversight to ensure that the institution’s or University-affiliated
organization’s resources are dedicated to the fulfillment of its mission; and
5.
Becoming
knowledgeable about issues that affect the University and seeking to understand
the educational needs and desires of all the State's citizens, and their
economic, geographic, political, racial, gender, and ethnic diversity.[5]
IV.
Sanctions. A board member may be removed, recommended
for removal, or subject to a lesser sanction for any material violation of the
duties, responsibilities, and expectations of board members set forth in
Section III of this policy. Any sanction shall require an affirmative vote of
two-thirds (2/3) of the voting membership of the Board of Governors or board of
trustees then in office.
A.
Removal
of a Member of a Board of Trustees or University-affiliated Organization. The Board of Governors may remove from the
board of trustees of a constituent institution or from the board of a
University-affiliated organization a board member who was elected by the Board
of Governors. With respect to a member of a board of
trustees who was appointed by a different appointing authority, the Board of
Governors may vote to recommend to the appointing authority that the member be
removed.
B.
Removal
of a Member of the Board of Governors.
The Board of Governors may recommend to the State House of
Representatives or State Senate, whichever chamber elected the member, that a
member of the Board of Governors be removed.
C.
Other
Sanctions. A board member, regardless of their appointing authority, may be
subject to other sanctions lesser than removal (ex: public censure, suspension
of voting rights, removal of committee assignments).
D.
Complaints.
1.
Complaints
against a board member may be made to the chair of the Committee on University
Governance.
2.
Upon
receipt of a complaint, the chair of the Committee on University Governance shall
determine whether, assuming all of the facts alleged are true, the complaint
alleges a material violation of the duties, responsibilities, and expectations
of board members. If the complaint does not meet this threshold, the chair of
the Committee on University Governance may dismiss the complaint and shall
report the dismissal to the Committee on University Governance.
3.
If
the complaint is against a member of a board of trustees or
University-affiliated organization, then the Committee on University Governance
may retain the complaint for review and adjudication by the Governance
Committee under section F, or it may direct the complaint to the board of
trustees with directions for appropriate action. The committee’s determination
should be based on the allegations of the complaint, the board of trustee’s
capacity to review the complaint, and all other relevant circumstances.
4.
The chair of the committee may, after
consultation with the membership of the Committee, refer the complaint to the
State Ethics Commission.
E.
Interim
Sanctions
1.
A
board member may be subject to an interim sanction(s) for an alleged material
violation of the duties, responsibilities, and expectations of board members
prior to review and adjudication of a complaint. Interim sanctions should be
temporary in duration, and should balance the severity of the interim sanction
against the severity of the alleged violation. Removal of a board member shall
not be issued as an interim sanction.
2.
The Committee
on University Governance may recommend to the Board of Governors an interim
sanction against a member of the Board of Governors that the committee deems
appropriate. The Committee on University Governance may recommend interim
sanction(s) against a member of a board of trustees or University-affiliated
organization as part of the committee’s referral of a complaint to a board of
trustees with directions for appropriate action.
3.
Any interim
sanction shall require an affirmative vote of two-thirds (2/3) of the voting
membership of the Board of Governors or board of trustees then in office.
F.
Procedure for Sanctions; Specification of Cause; Notice and Opportunity to Respond.
1.
The
chair of the Committee on University Governance shall send the respondent a written specification of the complaint(s)
against the board member. In the event
that the chair of the Committee on University Governance is the subject of the
board’s consideration, the vice chair of the Committee on University Governance
will temporarily serve in the chair’s role. The notice shall state that the board member
may submit a written response to the chair of the Committee on University
Governance and the complaining board member within five (5) business days of
receipt of the written notice.
2.
If
the board member submits no written response to the chair of the Committee on
University Governance within the specified timeframe, the Committee on
University Governance may proceed to consider the complaint.
3.
In
its consideration of each matter, the Committee on University Governance shall
ensure that all material facts are presented to the committee. The committee
may select one or more committee members or another qualified individual to
investigate the allegations and provide the committee with factual findings and
a recommendation. The committee may review any documents it considers necessary
based on the particular circumstances involved.
4.
Following
the deadline for the respondent’s written response and the conclusion of any
investigation, the Committee on University Governance shall conduct a hearing
to consider the complaint against the board member. The chair of the Committee
on University Governance shall preside over the hearing, which shall include a
full and accurate presentation of all relevant facts. During this hearing, the respondent
member shall be permitted to be heard.
5.
At
the conclusion of the hearing, the Committee on University Governance shall
assess the evidence presented using a preponderance of the evidence standard
and recommend to the Board of Governors findings and action that the committee
deems appropriate.
V.
Other
Matters
A.
Effective
Date. The requirements of this policy
shall be effective on the date of adoption by the Board of Governors.
B.
Relation
to State Laws. The foregoing policies as
adopted by the Board of Governors are meant to supplement, and do not purport
to supplant or modify, those statutory enactments which may govern the
activities of public officials.
C.
Regulations
and Guidelines. These policies shall be
implemented and applied in accordance with such regulations and guidelines as
may be adopted from time to time by the president.