Policy Name: Board of Governors By-Laws
Date Approved: September 25, 1996
Policy Category: Board of Governors - Board Operations
Policy Number: 1.1.010
Date Last Revised: October 27, 2017
Approval Authority: Board of Governors
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.
The Board of Governors of the University of Central Missouri exists by statutory authority of the state of Missouri (Chapter 174, RSMo).
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.
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.
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).
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.
Powers granted through Chapters 172 and 174, RSMo, include, but are not limited to, the power to:
Other statutory powers of the Board of Governors include, but are not limited to the following:
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 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”).
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.
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 have no legal standing or authority to act on behalf of the Board or the University. Only the full Board as a governing body is vested with such authority, though the Board Chair ordinarily is entitled to “speak for” the Board, and the President is entitled to “speak for” the university consistent with Board policies and actions. The Board Chair shall not take a position on state or federal legislation without prior consultation of the Board, and such authorization may be subject to limitations established by 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.
Duties of the Officers of the Board of Governors.
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.
The vice president of the Board of Governors shall, in the absence or inability of the board president, perform the duties of that office.
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.
Policy Development Process. See the Board of Governors Policy Manual.
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:
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.
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
The Board of Governors revised and approved Article XI on September 19, 2014
Article XVII Revised October 27, 2017, to reflect the BOG's changes to BOG Policy 1.2.040 - Delegation of Authority to the University President and Review and Approval of Contracts