The UNC Policy Manual

The Code

Amended 05/19/17

Technical Corrections 11/10/20

Technical Corrections 09/08/21

CHAPTER II- THE BOARD OF GOVERNORS

SECTION 200. MEMBERSHIP.

200 A. Initial Membership.

For terms specified by statute and until their successors are chosen, the Board of Governors shall consist of representatives elected in accordance with state law. [See G.S. 116-5(a), (b), (c), and (d)]

200 B. Subsequent Membership.

(1) Election of Members.

(a) Members of the Board of Governors shall be elected by the Senate and House of Representatives. Twelve members shall be elected at the regular legislative session in 2017, and every two years thereafter. All terms shall commence on July 1 of odd-numbered years, and all members shall serve for four-year overlapping terms. Beginning with elections held on or after January 1, 2017, no person may be elected to more than three full four-year terms. Election for a partial term to fill a vacancy as provided in G.S. 116-7 shall not count toward the three-term limitation. Members elected by the Senate and House of Representatives shall be designated as voting members. [See G.S. 116-6(a), (b), and (c)]

(b) Whenever any vacancy shall occur in the elected membership of the Board of Governors, it shall be the duty of the secretary of the University to inform the General Assembly of the existence of the vacancy, and the General Assembly at its next regular session shall elect a person to fill the unexpired 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 four successive regular meetings of the Board, the individual’s place as a member shall be deemed vacant. [See G.S. 116-7(c)]

(2) General Qualifications.

(a) [Repealed March 6, 2002]

(b) [Repealed March 6, 2002]

(c) No member of the General Assembly or officer or employee of the state or of any constituent institution or spouse of any such member, officer, or employee may be a member of the Board of Governors. Any member of the Board of Governors who is elected or appointed to the General Assembly or who becomes an officer or employee of the state or of any constituent institution or whose spouse is elected or appointed to the General Assembly or becomes such officer or employee shall be deemed thereupon to resign from membership on the Board of Governors. [See G.S. 116-7(b)]

200 C. Special Memberships.

For all purposes of The Code, the following members shall be designated as special members:

(1) Member Ex-Officio.

During the individual’s continuance as a student in good standing at a constituent institution of the University of North Carolina, the person serving as president of the University of North Carolina Association of Student Governments (UNCASG) or designee shall serve ex-officio as a member of the Board of Governors. This student member shall be in addition to the 24 members elected to the Board of Governors. [See G.S. 116-6.1]

(2) Members Emeriti.

Any person who has served at least one full term as chair of the Board of Governors shall be a member emeritus of the Board of Governors for one four-year term beginning at the expiration of that member's regular elected term. [See G.S. 116-6 (f)]

(3) Members Emeriti - Former Governor.

Any person who has served at least one term as a member of the Board of Governors after having served as governor of North Carolina shall be a member emeritus of the Board of Governors. [See G.S. 116-6(g)]

Special members shall have all the rights and privileges of membership except that they shall not have a vote. In determining a quorum or the number of votes required in specific circumstances, special members shall not be counted. Special members may serve, by appointment from the chair of the Board, on any standing or special committee but shall not have a vote or be counted in determining the presence of a quorum.

SECTION 201. OFFICERS.

201 A. Chair, Vice Chair, and Secretary.

At its last regular meeting before July 1 in each even-numbered year, the Board of Governors shall elect from its voting membership for two-year terms commencing July 1, and serving until their successors have been elected and qualified, a chair, a vice chair, and a secretary. No person may stand for election to a Board office if, having been elected by the Senate or House of Representatives for the maximum allowable number of terms on the Board, the person’s Board membership would expire before the end of the term of office. No person may serve as chair for more than four years in succession. If for any reason an office becomes vacant before expiration of the prescribed two-year term, the unexpired balance of the term shall be filled by an election to be conducted at the first meeting of the Board of Governors held after the elapse of 30 days from the date of the occurrence of the vacancy; in the event of a vacancy in the office of chair, the vice chair shall serve as chair until the required election is held. [See G.S. 116-8]

201 B. Assistant Secretary.

The Board of Governors may elect an assistant secretary of the Board of Governors, who shall be a member of the staff of the president of the University. Copies of all minutes, papers, and documents of the Board of Governors may be certified by the assistant secretary with the same force and effect as though such certification were made by the secretary of the Board of Governors.

SECTION 202. MEETINGS AND BYLAWS.

202 A. Meetings.

(1) Regular Meetings.

The Board of Governors shall hold no fewer than six regular meetings a year at stated times established by the Board. 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 transmitted 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. 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. 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. [See G.S. 116-9]

(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 The Code Provisions.

(1) Any provision of The 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.

SECTION 203. POWERS AND DUTIES.

203 A. Statutory Powers and Duties.^{^[1]}

(1) The Board of Governors shall plan and develop a coordinated system of higher education in North Carolina. To this end it shall govern the constituent institutions, subject to such powers and responsibilities as may be conferred by statute on or delegated by the Board of Governors to the boards of trustees of the constituent institutions, and to this end it shall maintain close liaison with the State Board of Education, the State Board of Community Colleges, and the private colleges and universities of the state. The Board, in consultation with representatives of the State Board of Education and of the private colleges and universities, shall prepare and from time to time revise a long-range plan for a coordinated system of higher education, supplying copies thereof to the governor, members of the General Assembly, the Advisory Budget Commission, and the constituent institutions. State-wide federal or state programs that provide aid to institutions or students of post-secondary education through a state agency, except those related exclusively to the community college system, shall be administered by the Board pursuant to any requirement of state or federal statute in order to ensure that all activities are consonant with the state's long-range plan for higher education. [See G.S. 116-11(1)]

(2) The Board of Governors shall be responsible for the general determination, control, supervision, management, and governance of all affairs of the constituent institutions. For this purpose the Board may adopt such policies and regulations as it may deem wise.^{^[2]} [See G.S. 116-11(2)]

(3) The Board of Governors shall determine the functions, educational activities, and academic programs of the constituent institutions. The Board shall also determine the type of degrees to be awarded by each constituent institution. The powers of the Board as established by law are not restricted by any other provision of law assigning specific functions or responsibilities to designated institutions, the powers of the Board superseding any such provisions of law.^{^[3]} The Board, after giving adequate notice to the affected institutional board of trustees and affording it an opportunity to be heard, shall have authority to withdraw approval of any existing program if it appears that the program is unproductive, excessively costly, or unnecessarily duplicative. [See G.S. 116-11(3)]

(4) The Board of Governors shall approve the establishment of any new publicly supported institution above the community college level. [See G.S. 116-11(6)]

(5) The Board of Governors shall set enrollment levels of the constituent institutions. [See G.S. 116-11(8)]

(6) The Board of Governors shall collect and disseminate data concerning higher education in the state. To this end it shall work cooperatively with the North Carolina System of Community Colleges and shall seek the assistance of the private colleges and universities. It may prescribe for the constituent institutions such uniform reporting practices and policies as it may deem desirable. [See G.S. 116-11(10)]

(7) The Board of Governors, with the cooperation of other concerned organizations, shall establish, as a function of the Board, an Educational Opportunities Information Center to provide information and assistance to prospective college and university students and to the several institutions, both public and private, on matters regarding student admissions, transfers, and enrollments. The public institutions shall cooperate with the center by furnishing such nonconfidential information as may assist the center in the performance of its duties. Similar cooperation shall be requested of the private institutions in the state. An applicant for admission to an institution who is not offered admission may request that the institution send to the center appropriate nonconfidential information concerning the application. The center may, at its discretion and with permission of the applicant, direct the attention of the applicant to other institutions and the attention of other institutions to the applicant. The center is authorized to conduct such studies and analyses of admissions, transfers, and enrollments as may be deemed appropriate. [See G.S. 116-18]

(8) The Board of Governors shall give advice and recommendations concerning higher education to the governor, the General Assembly, the Advisory Budget Commission, and the boards of trustees of the constituent institutions. [See G.S. 116-11(12)]

(9) The Board of Governors may delegate any part of its authority over the affairs of any constituent institution to the board of trustees or, through the president of the University, to the chancellor of the institution in any case where such delegation appears necessary or prudent to enable the institution to function in a proper and expeditious manner. Any delegation of authority may be rescinded by the Board at any time in whole or in part. [See G.S. 116-11(13)]

203 B. Other Powers and Duties.

(1) Whenever the Board of Governors finds that there may be a need for the creation of a new campus of the University, the Board shall direct that a study be made of the relevant educational needs of the state, such study to take particular account of the relevant educational needs of the area or areas of the state designated by the Board of Governors. The Board shall give careful consideration to the report of the aforementioned study of educational needs, and if the Board finds:

(a) That sufficient educational needs exist to justify the establishment of an additional campus of the University; and

(b) That it appears probable that sufficient additional funds can be made available to establish and maintain such additional campus without impairing the quality and extent of the instructional and research programs at the existing campuses of the University, the Board of Governors may recommend to the General Assembly that appropriate legislation creating or adding such campus be enacted.

(2) Whenever the Board of Governors finds that there may be a need for the creation of a branch campus by a constituent institution, the Board shall direct that a study be made of the relevant educational needs of the state, such study to take particular account of the relevant educational needs of the area or areas of the state designated by the Board of Governors. The Board shall give careful consideration to the report of the aforementioned study of educational needs, and if the Board finds:

(a) That sufficient educational needs exist to justify the establishment of a branch campus by a constituent institution; and

(b) That it appears probable that sufficient additional funds can be made available to establish and maintain such branch campus without impairing the quality and extent of the instructional and research programs at the constituent institution or at other constituent institutions, the Board of Governors may approve the creation of a branch campus.

(3) The University will use as its definition of a branch campus the one adopted by the Commission on Colleges of the Southern Association of Colleges and Schools: A branch campus is defined as a location of an institution that is geographically apart and independent of the main campus of the institution. A location is independent of the main campus if the location is (1) permanent in nature, (2) offers courses in educational programs leading to a degree, certificate, or other recognized educational credential, (3) has its own faculty and administrative or supervisory organization, and (4) has its own budgetary and hiring authority.

(4) Apart from new or branch campuses, the president is authorized to initiate other facilities arrangements for delivery of off-site programs such as use of community college space, multiple-use facilities among campuses, joint use facilities with community colleges, and rental space, following general university academic and budgetary procedures for relevant Board approval or reporting to the Board.

(5) The North Carolina Community College System shall be consulted in the process of assessing the need for a new campus, a branch campus or other facilities for off-site educational delivery.

(6) The Board of Governors shall have such other powers and duties as may be prescribed by law or as may be set forth elsewhere in The Code.

203 C. Reservation of Powers.

The Board of Governors shall possess all powers not specifically given to institutional boards of trustees. [See G.S. 116-11(14)]

SECTION 204. ETHICS AND CONFLICT OF INTERESTS

It is of critical importance that decisions made on behalf of the University by its governors be in the best interest of the University and not be influenced by any potential financial gain to the decision-makers. Furthermore, 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 of Governors of the University 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. In order to accomplish these goals, the Board of Governors shall adopt and enforce a policy governing conflicts of interest of its members. Each member of the Board of Governors shall comply with this policy.

SECTION 205. DELIVERY OF NOTICES.

All notices, documents, or materials required by The Code to be mailed to members of the Board of Governors may be delivered by electronic mail, facsimile transmission, or other reliable means that is available for notifying that member of the Board.