Adopted July 21, 1972
[Amended October 25, 1991]
[Amended November 21, 1997]
[Amended March 23, 2000]
[Amended September 26, 2002]
[Amended August 1, 2019]

  BYLAWS OF THE BOARD OF TRUSTEES
OF
THE UNIVERSITY OF NORTH CAROLINA
AT CHAPEL HILL

ARTICLE 1 – ORGANIZATION

Section 1.01 – Membership

a. The University of North Carolina at Chapel Hill shall have a Board of Trustees composed of thirteen persons chosen as follows:

i. Eight elected by the Board of Governors of The University of North Carolina;
ii. Four appointed by the General Assembly, two of whom shall be appointed upon the recommendation of the President Pro Tempore of the Senate, and two of who shall be appointed upon the recommendation of the Speaker of the House of Representatives; and
iii. The President of the Student Government ex officio.

In every odd-numbered year, the Board of Governors shall elect four persons to the Board of Trustees and the General Assembly shall appoint two persons 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, commencing on July 1 of such odd-numbered year.

b. 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 Secretary or 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.G.S. 120-122, and whenever any vacancy shall occur among those elected by the Board of Governors, it shall be the duty of the Secretary or 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 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 three successive regular meetings of the Board of Trustees, that person’s place as a member shall be deemed vacant.

c. 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 Board but may be elected or appointed to the board of another institution.

d. No member of the General Assembly or officer or employee of the State or any constituent institution of The University of North Carolina or spouse of any such member, officer or employee shall be eligible for election or appointment as 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 or of any constituent institution of The University of North Carolina or whose spouse is elected or appointed to the General Assembly or becomes such officer or employee shall be deemed thereupon to have resigned as a member of the Board of Trustees.

e. 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 his or her term commences as a member of the Board of Governors.

 

Section 1.02 – Officers of the Board of Trustees

a. At the first regular meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chair, a Vice Chair, and a Secretary, each of whom shall serve for a term of one year and until his or her successor is elected.   In no event shall officer elections take place before July 1, or before the swearing in of new Board members whose terms commence on July 1.   Any member of the Board of Trustees who is or who shall be duly appointed and sworn in at the time of the election shall be eligible to serve as an officer, regardless of length of service on the Board.  Elections shall be conducted such that each member of the Board of Trustees, including newly appointed members, can fully participate in the nomination, consideration, and election of officers.   A nominating committee convening prior to July 1 to determine a slate of officer candidates may include members who have been appointed but have not yet been sworn in, but may not include current members whose terms end June 30 and who have not been reappointed.  Each elected officer shall serve until his or her successor is elected.  If the term of the Chair expires before his or her successor as Chair is elected, then the Vice Chair shall become the interim Chair until the Chair’s successor is elected.  In the event that any officer of the Board of Trustees is unable or unwilling to serve for any period of time, the Board of Trustees may elect from its membership an interim officer for such position.   If a permanent vacancy occurs in any of these offices, the Board of Trustees shall elect a person to serve for the remainder of the unexpired term.

b. The Board of Trustees may also elect an Assistant Secretary, from among the members of the Chancellor’s staff. Copies of all minutes, papers and documents of the Board of Trustees may be certified by its Assistant Secretary with the same force and effect as though such certification were made by the Secretary of the Board.

Section 1.03 – Committees

The Board of Trustees may create any number of advisory committees, each consisting of two or more trustees, to make recommendations to the Board.  The Chair shall appoint and remove the members of such committees.  Whenever any vacancy shall occur in the membership of a committee, the Chair may appoint a member to fill the vacancy.

ARTICLE II – MEETINGS

Section 2.01 – Regular Meetings

There shall be six regular meetings of the Board of Trustees each year.   These meetings shall be held on the fourth Thursday and the preceding Wednesday in the months of January, March, May, July, September, and November, unless otherwise determined by the Board.  A notice specifying the time and place of each regular meeting of the Board shall be provided electronically by the Secretary or Assistant Secretary to each member of the Board at least ten days in advance of the meeting date. Under appropriate circumstances, the Chair, in his or her sole discretion, may authorize one or more members of the Board of Trustees to attend a regular meeting of the Board by telephone, video conference or other electronic means so long as (i) all members of the Board attending the meeting can communicate simultaneously with one another, including the member or members not physically present, and (ii) the arrangements for such a meeting comply with the applicable State laws concerning the conduct of electronic meetings of public bodies.  Any matter of business may be considered at a regular meeting of the Board.

Section 2.02 – Special and Emergency Meetings

A special meeting of the Board of Trustees may be called by the Chair, and shall be called by the Secretary or Assistant Secretary upon the written request of not fewer than six members of the Board. A special meeting called by the Secretary or Assistant Secretary shall be held within ten days of receipt by the Secretary or Assistant Secretary of the sixth written request for such special meeting. A notice specifying the time and place of a special meeting of the Board shall be provided electronically by the Secretary or Assistant Secretary to each member of the Board at least forty-eight hours in advance of the meeting date, but less than forty-eight hours’ notice may be given by telephone when, in the opinion of the Chair, an emergency exists. One or more members of the Board of Trustees may attend any special or emergency meeting of the Board by telephone, video conference or other electronic means so long as (i) all members of the Board attending the meeting can communicate simultaneously with one another, including the member or members not physically present, and (ii) the arrangements for such a meeting comply with the applicable State laws concerning the conduct of electronic meetings of public bodies.  Any matter of business may be considered at a special meeting of the Board, but only business connected with the emergency may be considered at an emergency meeting.

 

Section 2.03 – Agenda

a. At least seven days prior to each regular meeting of the Board of Trustees, a copy of the agenda, including (insofar as is practicable) copies of all reports and other written materials to be presented to the meeting, shall be provided electronically to each member of the Board by the Secretary or Assistant Secretary. Insofar as is practicable, a copy of the agenda of each special meeting of the Board shall be provided electronically to each member of the Board at least four days in advance of the special meeting; however, if such advance distribution is not practicable, the agenda for a special meeting may be presented to the members of the Board as the first order of business at the meeting.

b. The agenda for every meeting of the Board shall be prepared by the Chancellor or the Chancellor’s staff in consultation with the Chair of the Board of Trustees and with Committee Chairs as appropriate. Every request for inclusion of an item on the agenda of a meeting shall be put in writing and filed, together with any supporting documents, with the Chancellor sufficiently far in advance of the meeting to permit a determination to be made by the Chancellor with respect to the propriety and practicability of including that item on the agenda for the meeting.

c. Any member of the Board of Trustees may present to any regular or special meeting of the Board any item whether or not the same is on the agenda of the meeting.

 

Section 2.04 – Conduct of Business

a. A quorum of the Board of Trustees shall consist of a majority of the trustees then in office. A quorum of any committee of the Board of Trustees shall consist of a majority of the members of the committee.

b. The Chair shall preside over all meetings of the Board of Trustees. In the absence of the Chair, the Vice-Chair shall preside. In the absence of both the Chair and the Vice-Chair, a presiding officer shall be elected by and from the membership of the Board of Trustees.

c. All members of the Board of Trustees may vote on all matters coming before the Board for consideration. Any voting member who attends by telephone, video conference, or other electronic means that allows for two-way voice interaction may cast his/her vote by that electronic means. No member may vote by proxy.

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

e. Between regular meetings of the Board of Trustees, routine matters of business within the authority of the Board may be dealt with by written ballot and without a meeting if such is deemed appropriate by the Chair.  Any action taken by this method must be ratified by the Board at its next regular meeting and recorded in the minutes of such regular Board meeting.

 

Section 2.05 – Minutes

a. The Secretary or Assistant Secretary shall keep minutes of all meetings of the Board of Trustees; shall file, index, 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, when required, shall attest the execution of all legal documents and instruments of The University of North Carolina at Chapel Hill.

b. The Secretary or Assistant Secretary shall transcribe the minutes of the meeting and provide them electronically to each member of the Board prior to the next regular meeting of the Board.

 

Section 2.06 – Executive Session

By vote of a majority of the members present at any meeting of the Board of Trustees or at any meeting of a committee of the Board of Trustees, as applicable, the meeting may be closed to the public, subject to the requirements of State law concerning access to such meetings.

 

Section 2.07 – Keeping Board of Governors Informed

The Secretary of the Board of Trustees, or the Assistant Secretary of the Board of Trustees on the Secretary’s behalf, shall keep the Board of Governors, through the Secretary of The University of North Carolina, fully and promptly informed concerning activities of the Board of Trustees, including notice of any changes in the membership of the Board or in its committee structure or bylaws, and notices of meetings.

 

ARTICLE III – POWERS AND DUTIES

Section 3.01 – General Powers and Duties

The Board of Trustees shall promote the sound development of The University of North Carolina at Chapel Hill within the functions prescribed for it, helping it to serve the people of the State in a way that will complement the activities of the other institutions and aiding it to perform at a high level of excellence in every area of endeavor. The Board of Trustees shall serve as advisor to the Board of Governors on matters pertaining to The University of North Carolina at Chapel Hill and shall also serve as advisor to the Chancellor concerning the management and development of the institution.

 

Section 3.02 – Other Powers and Duties

The Board of Trustees shall have such other powers and duties, not inconsistent with provisions of The Code of The University of North Carolina or with applicable provisions of State law, as are specified in said Code or as shall be defined and delegated by the Board of Governors.

The Board of Governors’ Delegations of Duty and Authority to Boards of Trustees, as amended, are attached hereto as Appendix 1 and are hereby incorporated by reference.

 

ARTICLE IV – UNIVERSITY OFFICERS

Section 4.01 – Designation of University Officers

The officers of The University of North Carolina at Chapel Hill shall be the Chancellor and each Vice Chancellor.  The University of North Carolina at Chapel Hill may also have such other officers as may be appointed by the Chancellor or the Vice Chancellor for Finance and Operations pursuant to Section 4.02 of this Article.

Section 4.02 – Appointment of Additional Officers

The Chancellor and the Vice Chancellor for Finance and Operations is each authorized to appoint additional officers of The University of North Carolina at Chapel Hill for the purpose of executing documents that require the signature of an officer of the University.  Such appointments may be made only of University employees holding the title of Associate Vice Chancellor or Assistant Vice Chancellor, and shall terminate upon the individual’s resignation or removal from such position.  The Vice Chancellor for Finance and Operations may appoint officers only from among the members of his or her staff.  The Chancellor or the Vice Chancellor for Finance and Operations shall promptly inform the Board of Trustees of any appointment made pursuant to this Section.

ARTICLE V – AMENDMENT OF BYLAWS

Section 5.01 – Amendment of Bylaws

These bylaws may be amended at any regular or special meeting of the Board of Trustees by an affirmative vote of a majority of the trustees then in office if the substance of the amendment has been filed in writing with the Secretary or the Assistant Secretary and a copy has been provided electronically to each member of the Board at least seven days prior to the meeting at which the amendment is to be voted upon.

 ARTICLE VI – SUBORDINATION TO UNIVERSITY CODE

Section 6.01 – Subordination to University Code

To the extent that any of these bylaws may be inconsistent with The Code of The University of North Carolina, as the same may be amended from time to time, said Code shall control.