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University Policy Office

Shelly G. Gonzalez, Policy Officer
Administration 208
Warrensburg, MO 64093
Phone: 660.543.4730
Fax: 660.543.8022
sgonzalez@ucmo.edu





Board of Governors By-Laws
Board of Governors Policy 1.1.010
Revised and approved by the Board of Governors on August 23, 2012

INTRODUCTION

The University of Central Missouri is a multi-faceted university with a mission to acquire, disseminate and utilize technology to enhance the university's comprehensive educational mission and to enrich the lives of all Missourians.

ARTICLE I

The Board of Governors of the University of Central Missouri exists by statutory authority of the state of Missouri (Chapter 174, RSMo).

ARTICLE II

Membership of the Board of Governors. The Board of Governors of the University of Central Missouri is composed of eight members. Five voting members shall be selected from the counties comprising the institution’s historic statutory service region as described in Section 174.010, RSMo, except that no more than two members shall be appointed from any one county with a population of less than 200,000 inhabitants. Two voting members shall be selected from any of the counties in the state which are outside of the institution’s historic service region. One nonvoting member who is a student shall be selected in the same manner as prescribed in Section 174.055, RSMo.

ARTICLE III

Appointment of Board. Every two years (Section174.060, RSMo), the governor of the state of Missouri, with the advice of and consent by the Senate, shall appoint two persons to serve on the Board of Governors. Not more than four voting members shall belong to any one political party (Section 174.450, RSMo). Whenever a vacancy occurs at other times for any other reason, the governor will appoint a replacement member. If the General Assembly is not in session, the replacement member of the Board of Governors shall commence serving immediately with a confirmation hearing scheduled by the Senate after the session commences.

In addition, every two years the governor, with the advice of and consent by the Senate, also appoints a student representative to the Board of Governors (Sections 174.020 and 174.055, RSMo). The student representative is a currently enrolled full-time student, selected from a panel of three names submitted to the governor by the Student Government Association president, a citizen of the United States and a resident of the state of Missouri.

ARTICLE IV

Term of Office. The governors shall serve for a term of six years (Sections 174.070 and 174.453, RSMo) effective January 1 of each odd numbered year until a successor is appointed and qualified. Qualification in this sense is defined as confirmation by the Missouri Senate. The exception as noted in Article III is when a replacement is appointed because of a vacancy. The person may commence serving immediately until the Missouri Senate is in session and has scheduled a confirmation hearing.

The student governor shall serve for a term of two years (Sections 174.055 and 174.453, RSMo).

ARTICLE V

Organization of the Board of Governors. The officers include president, vice president, secretary elected from within the membership by majority vote of the Board of Governors, and treasurer and assistant secretary(s) elected from outside the board membership by a majority vote of the Board of Governors (Section 174.080, RSMo). According to board action, the board will reorganize annually no later than the June meeting, with new officers assuming their responsibilities July 1.

Appointments made by the board president annually from the Board of Governors membership include the following:

2, Committee on Academic Affairs
2, Committee on Student Engagement and Advancement
2, Committee on Finance and Administration

A liaison representative from within the board membership shall be appointed by the president of the Board of Governors to the University of Central Missouri Foundation Board of Directors and any other groups or organizations deemed appropriate.

ARTICLE VI

General Powers of the Board of Governors. The University of Central Missouri shall be governed by a board known as the Board of Governors of the University of Central Missouri. In 1995, the Missouri General Assembly made the University of Central Missouri eligible for a statewide mission upon action by the Coordinating Board for Higher Education. This was done in 1995, at which time the Board of Regents was abolished and the Board of Governors created. The Board of Governors has general powers described in Section 174.457, RSMo, as “the same powers, duties, authority, responsibilities, privileges, immunities, liabilities and compensation as those prescribed by law for the board of curators of the University of Missouri.” In addition, the Board of Governors of the University of Central Missouri retains certain authority granted through Chapter 174, RSMo.

Powers granted through Chapters 172 and 174, RSMo, include, but are not limited to, the power to:

  1. sue and be sued;
  2. complain and defend in all courts;
  3. take, purchase, and hold real estate, and sell and convey or otherwise dispose of the same;
  4. condemn and appropriate real estate or other property, or any interest therein, for any public purpose within the scope of its organization, in the same manner and with like effect as is provided in Chapter 523, RSMo, relating to the appropriation and valuation of lands taken for telegraph, telephone, gravel and plank or railroad purposes;
  5. make and use a common seal and to alter the same

Other statutory powers of the Board of Governors include, but are not limited to the following:

  1. general control and management of the university including adoption of rules and regulations for guidance and supervision of students, to appoint and dismiss all officers and teachers and ability to delegate the same (Sections 172.100 and 172.300, RSMo)
  2. regulation of the admission of students (Sections 174.130 and 172.360, RSMo) and regulation of the terms, compensation, retirement, and workers' compensation of employees (Sections 172.300, 172.330 and 172.340, RSMo)
  3. determination of causes for removal of the president (Section 172.300, RSMo)
  4. authority to confer degrees (Section 172.280, RSMo)

ARTICLE VII

Meetings. Regular meetings of the Board of Governors shall be held at times determined by the board in advance. All meetings are open to the public except for those sessions where topics listed in the "Missouri Sunshine Law" (Section 610.020, RSMo) apply (see Closed Sessions below).

The meetings of the Board of Governors will be conducted according to “Roberts Rules of Order Revised.”

Closed Sessions. Closed session meetings may be scheduled to discuss specific topics as listed in the Section 610.020, RSMo, and board action on closed sessions (see Board of Governors Policy Manual, “Policy on Public Notice and Release of Information”).

Special and/or Emergency Meetings. The Board of Governors may be called in special session by the president of the Board of Governors or in case of his or her absence, disability, or refusal to act, by the joint action of three governors provided that at least 24 hours notice of the time and place of such meeting shall be given by letter, facsimile transmission, email, or telegram mailed or sent to each governor at his or her address on file with the assistant secretary and appropriate notice is given to the public in accordance with the "Open Meetings" law (Section 610.020, RSMo). Attendance at a special meeting shall be deemed a waiver of such notice requirement by a governor or a waiver can be obtained in writing. Telephone conference sessions may be scheduled and held as long as provisions of the "Open Meetings" law, id., are followed. A regular or special meeting of the Board of Governors may be canceled only upon the approval of four voting members of the board.

Attendance. The Board of Governors “Attendance Policy” may be found in the Board of Governors Policy Manual.

Quorum. A quorum for the transaction of business is established when a majority of the total number of serving board members is in attendance. When the expenditure of funds is considered, a majority which shall never be fewer than four of the total number of voting board members is required to take action and the affirmative vote of not less than four shall be required to approve the action (Section 174.090, RSMo).

Meeting Agenda. The agenda and order of items on the agenda for all meetings of the board shall be established by the president of the university with the concurrence of the board president. The committees of the board, with the assistance and advice of the university officer staffing the respective committee, shall recommend items for the agenda. Any governor may recommend items for the agenda. The agenda shall be developed and notice thereof made public in compliance with the laws of the State of Missouri and current and future policy and regulations adopted by the Board of Governors.

Consent Agenda. Items shown on the established agenda for a meeting of the Board of Governors may be placed upon a consent agenda whereby all items placed thereon are approved by summary action of the Board of Governors. Items may be placed on the consent agenda by the president of the university, the president of the board, or the chairperson of any committee of the Board of Governors electing to place such item on the consent agenda, provided the same is accomplished no less than one hour prior to the convening of the meeting of the Board of Governors, and the secretary or assistant secretary to the Board of Governors shall present such consent agenda to the members of the board immediately prior to the convening of the meeting, provided however, that any member of the Board of Governors may remove any item from the consent agenda by notifying the president of the board of the election to remove the item at any time prior to a vote being taken on the consent agenda. The consent agenda requires approval by a vote of a majority of the Board of Governors entitled to vote in attendance for passage and adoption of each item on the consent agenda.

Compensation. Board of Governors members will be compensated at the current mileage reimbursement rate in effect for employees and for any other expenses incurred in attending meetings, conferences or special activities on behalf of the university (Section 174.100, RSMo).

ARTICLE VIII

Indemnification. Indemnification shall be provided as specified in the Board of Governors “Indemnification Policy.” See the Board of Governors Policy Manual for the complete policy.

ARTICLE IX
Conflict of Interest. The Board of Governors “Conflict of Interest Policy for Members of the Board of Governors” may be found in the Board of Governors Policy Manual.

ARTICLE X

Board to Make Own Rules. The board shall have the power to make and amend such rules, regulations, policies and by-laws as may be deemed appropriate for the governance of the university and to secure its accountability (Section 174.110, RSMo).

ARTICLE XI

Responsibilities of Board Members. Principal responsibilities of the Board of Governors members include the appointing of, supporting of and monitoring of the performance of the president of the university; setting of the mission and purpose of the university; reviewing of the long-range planning process and educational and public service programs; ensuring good management practices; interpreting the campus to the community; enhancing the public image of the university; serving in the capacity of a court of appeals in cases of faculty dismissal; ensuring institutional integrity; and assessing the performance of the board.

Individual board members contacted by the media, or by a legislator for comment on their personal position on a matter addressed by the board should restrict their comments to the position taken and supported by the board as a whole and not their individual views. If the board has not established a position on a matter, board members should restrict their comments to state the board has not yet established a position and avoid stating their personal position.

All requests for information on all issues coming from the board or from an individual board member should be made through the assistant secretary to the board or through the university president.

ARTICLE XII

Duties of the Officers of the Board of Governors.

President. The president of the Board of Governors shall be the chief executive officer of the board. The board president shall preside at all meetings of the governors and shall have general and active responsibility for conduct of the meeting. The board president shall sign all contracts and other written documents as required for execution by the board.

The board president serves as the board’s official spokesperson for media inquires regarding board matters. However, the board president may delegate this responsibility to another board member, or to the university president when deemed appropriate. The university president should be advised of media inquires received by the board. The board president and university president will work jointly to approve press releases pertaining to board business matters. However, the full board will be informed of these releases.

Vice President. The vice president of the Board of Governors shall, in the absence or inability of the board president, perform the duties of that office.

Secretary. The secretary of the Board of Governors shall be responsible for the minutes, shall give approval of the draft before the minutes are presented to the board as a whole for action, and shall perform other duties as prescribed by the board. The secretary shall also sign contracts and other written documents when required to conduct board/university business.

Treasurer. The treasurer shall maintain the custody of and be responsible for all monies and securities of the university; shall keep a full and accurate accounting thereof showing the financial transactions of the university including its accounts, liabilities, financial conditions, and report of investments; and shall see that expenditures are duly authorized and documented by receipts and vouchers. The treasurer shall deposit all monies received in the name of the university in the depository authorized by the Board of Governors.

Assistant Secretary. The assistant secretary shall be responsible for attending meetings of the board, preparing minutes, keeping records of all corporate actions, maintaining official minutes, supplying information as needed, making logistical arrangements for meetings and other activities necessary for the conduct of Board of Governors business, posting notice of meeting information in compliance with the Missouri Sunshine Law on behalf of the Board of Governors, and receiving and responding to all requests for information made under the Sunshine Law as keeper of the record for the Board of Governors. The assistant secretary shall serve as the custodian of the official seal of the university.

ARTICLE XIII

Committees. Board members may act as a committee of the whole when necessary. However, working committees have been established by the Board of Governors to make reports and recommendations to the entire board. Chairs will be appointed annually by the president of the Board of Governors and announced no later than the August meeting. When new board members are qualified the board president will appoint them to committee memberships at the meeting following taking office. Members of the Strategic Leadership Team may serve as liaison representatives for the committees as determined and assigned by the president of the university.

The following committees have been established to ensure the efficient function of the board, and to facilitate communication and collaboration between the Board of Governors and university constituents:

Board of Governors Executive Committee
Committee on Academic Affairs
Committee on Student Engagement and Advancement
Committee on Finance and Administration

Board of Governors Executive Committee. The board president will serve as the chair of the Board of Governors Executive Committee, which will include as members the vice president of the Board of Governors, the secretary of the Board of Governors, the university president, and the assistant secretary to the board. (The university president and the assistant secretary to the board shall serve as non-voting members of the Board of Governors Executive Committee.) Executive committee meetings shall be open meetings unless circumstances dictate that they be closed, as permitted by law. The Executive Committee shall have such authority as is granted it from time to time by the Board of Governors.

Nominating Committee. A nominating committee shall be appointed by the president of the Board of Governors each May. This committee shall recommend a slate of officers to the entire Board of Governors for consideration at the June meeting.

Ad Hoc Committees. The president of the board may appoint ad hoc committees at any time a need arises.

ARTICLE XIV

Policy Development Process. See the Board of Governors Policy Manual.

ARTICLE XV

Board of Governors Policy Manual. A board of governors policy manual shall be maintained which contains policies approved by the Board of Governors.

ARTICLE XVI

Emeritus Status. Upon conclusion of term of office or earlier resignation of board members in good standing, the Board of Governors may confer the title of governor emeritus (formerly regent emeritus).

ARTICLE XVII

Administration of the University. Administration of the university is delegated to the president of the university who serves as its chief executive officer.

The Board of Governors delegated authority for all personnel matters to the university president, subject to the following:

  • Approval of the Board of Governors for (1) major reorganizations within the university, (2) a reorganization of units reporting directly to the university president and (3) reorganization at the college level.
  • Approval of the Board of Governors for personnel changes related to (1) direct reports to the university president, (2) deans and (3) high profile positions. Board approval is required for creation of new positions or elimination of positions reporting directly to the president of the university.
  • A summary report of all other personnel actions will be prepared annually and provided to the Board of Governors for information.

ARTICLE XVIII

Compliance with Laws. All actions taken by the Board of Governors shall be in compliance with Missouri and federal laws. If any discrepancies exist between these by-laws and Missouri and federal laws, the provisions of the supreme law will prevail.

ARTICLE XIX

Amendments. These by-laws may be altered, amended or repealed, and new by-laws adopted by a majority vote of the whole Board of Governors at any regular or special meeting. A copy of any proposed amendment to the by-laws shall be given to all board members at the time that other official meeting materials are provided and in every instance, shall be prior to the meeting at which action is taken.

Approved by the Board of Regents on September 25, 1996
Edited for change from Board of Regents to Board of Governors August 27, 1997
Edited on September 20, 2000, to reflect assistant secretary for procedural matters as keeper of record
Revised and approved by the Board of Governors on February 12, 2002
Board of Governors revised and approved Article VII on April 16, 2002
Revised and approved by the Board of Governors on March 16, 2005
Revised and approved by the Board of Governors on August 24, 2005
Statutory revision to Article III, Paragraph I on August 16, 2006
Formatting updated August 1, 2007
Revised and approved by the Board of Governors on October 23, 2008
Revised and approved by the Board of Governors on March 19, 2009
The Board of Governors revised and approved Article XVII on December 11, 2009
Revised and approved by the Board of Governors on August 23, 2012