Adopted July 21, 1972
[Amended October 25, 1991]
[Amended November 21, 1997]
[Amended March 23, 2000]
[Amended September 26, 2002]
[Amended August 1, 2019]
[Amended March 24, 2022]
[Amended September 30, 2022]
BYLAWS OF THE BOARD OF TRUSTEES
OF
THE UNIVERSITY OF NORTH CAROLINA
AT CHAPEL HILL
ARTICLE I – 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.
A person appointed or elected to the Board of Trustees is duly qualified as a trustee upon taking the oath of office. Persons who have been appointed or elected to the Board but have not yet taken the oath of office are entitled to notice of meetings and a copy of the agenda and materials, subject to all confidentiality requirements established by state or federal law.
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
a. Advisory Committees. The Chair 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 advisory committees. Whenever any vacancy shall occur in the membership of an advisory committee, the Chair may appoint a member to fill the vacancy. Advisory committees may not exercise the authority of the Board.
b. Delegated Committees. The Board of Trustees may, by resolution adopted by a majority of the trustees then in office, create, appoint members to, and remove members from, any number of delegated committees, each consisting of two or more trustees and each of which shall be delegated, and may exercise, such authority of the Board as is specified in the adopting resolution, except the authority to:
i. Elect officers of the Board;
ii. Set the dates of regular meetings of the Board;
iii. Create, appoint members to, or remove members from, committees of the Board; or
iv. Amend or repeal these bylaws or adopt new bylaws.
c. Committee Officers. The Chair shall name a Committee Chair and a Committee Vice Chair from among the members of each committee, to serve for a one-year term. For avoidance of doubt, the terms “Chair” and “Vice Chair” in these bylaws shall refer to the Chair and Vice Chair, respectively, of the Board of Trustees, not of its committees. No member may serve as a chair or vice chair of more than one committee at a time. No member may serve as chair of the same committee more than twice during the member’s term.
d. No limitation. The fact that a committee has not considered, advised upon, or acted on a matter committed to it shall not limit the Board’s ability to consider and act on such matter by vote of a majority of the members present at a meeting of the Board at which a quorum is present.
ARTICLE II – MEETINGS
Section 2.01 – Regular Meetings
a. 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. Regular meetings of committees of the Board may be called by the Chair of the committee or the Chair of the Board.
b. A notice specifying the time and place of each regular meeting 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 or committee to attend a regular meeting by telephone, video conference or other electronic means so long as (i) all members of the Board or committee 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.
Section 2.02 – Special and Emergency Meetings
a. A special meeting of the Board of Trustees or of any of its committees 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 shall be sent electronically by the Secretary or Assistant Secretary to each member of the Board at least forty-eight hours in advance of the meeting date. Any matter of business may be considered at a special meeting.
b. Emergency meetings. An emergency meeting of the Board or any of its committees 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 may be given by telephone or other method in sufficient time for a majority of the board or committee to reasonably be expected to attend the meeting. Only business connected with the emergency may be considered at an emergency meeting.
One or more members of the Board or committee may attend any special or emergency meeting by telephone, video conference or other electronic means so long as (i) all members of the Board or committee 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.
Section 2.03 – Agenda
a. At least seven days prior to each regular meeting, 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 by the Secretary or Assistant Secretary. Insofar as is practicable, a copy of the agenda of each special meeting shall be provided electronically to each member 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 as the first order of business at the meeting.
b. The agenda for every meeting 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 may present to any regular or special meeting, and the Board or a committee may take action on, 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. 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 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.
b. Except as otherwise provided by law or in these bylaws, an act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board or committee.
c. The Chair shall preside over all meetings of the Board of Trustees and the Committee Chair shall preside over all meetings of a committee. 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, or the committee for a committee meeting.
d. All members of the Board of Trustees may vote on all matters coming before the Board for consideration. Any member who attends any committee meeting or a special or emergency meeting 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.
e. Except as otherwise provided in these bylaws or by specific rules and regulations enacted by the Board of Trustees, Robert’s Rules of Order Newly Revised (latest edition) (“Robert’s Rules”) shall constitute the rules of the parliamentary procedure applicable to all meetings of the Board of Trustees and its several committees. No action of the Board or any of its committees that is otherwise valid shall be invalidated because of a failure to adhere to Robert’s Rules.
f. Between regular meetings of the Board of Trustees, routine matters of business within the authority of the Board or its committees 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; 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 all meetings of the Board and its delegated committees 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 any of its committees, 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 and its committees, 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.