Board of Trustees
Bylaws of the Board of Trustees
of the
University of Montevallo
Chapter I
The University
Section 1. General Provisions
1.1 The University of Montevallo is a public corporation and instrumentality of the State of Alabama, created by the statutes of Alabama, now presently codified as Sections 16-54-1 et seq., Code of Alabama 1975, as amended.
1.2 The mission of the institution is statewide in scope and is explicitly stated in the Code.
1.3 The Board of Trustees shall annually adopt a statement of objectives, on the recommendation of the President, in furtherance of the mission and goals of the institution.
Chapter II
Board of Trustees
Section 1. General Provisions
1.1 As provided by the Code of Alabama, the University Board of Trustees is comprised of the following members:
a. The Governor, who shall be the President ex officio of the Board;
b. The Superintendent of Education, ex officio;
c. Eleven other trustees (one from each Congressional District and such other number from the state-at-large so as to bring the total to eleven).1.2 As further provided by the Code, Trustees shall be residents of the districts from which they are appointed. They shall serve staggered terms of twelve years, with the Board divided into three classes, as nearly equal as possible, so that one third may be appointed quadrennially. Appointments are made by the Governor with the advice and consent of the Senate. In case of vacancy in the office of trustee, the Governor shall appoint an ad interim successor who shall hold office until the next meeting of the Legislature, when the Governor shall appoint a successor with the advice and consent of the Senate, who shall hold office for the unexpired term. Removal of Trustees is governed by general State law applicable to all public officers (Code of Alabama 1975, Section 36-2-1).
1.3 Pursuant to an Executive Order by the Governor of Alabama, issued in 1971, the Student Government Association shall certify, pursuant to its duly approved by-laws and procedures, the name of a student who shall serve as an ex-officio, non-voting member of the Board, upon appointment by the Governor for the academic year.
1.4 Pursuant to Alabama law, no Trustee shall hold any office of the institution where compensation is provided.
1.5 The Board of Trustees may elect to emeritus status any member who has retired from the Board after having completed one or more terms of service thereon. Emeriti members are designated for purposes of honor and recognition only and no further obligation is intended or implied. Such members may be invited to those University occasions where in the judgment of the Board or the President they may best be recognized.
Section 2. Authority and Responsibility of the Board
2.1 The Board of Trustees is the governing body of the institution. The Board governs by its actions, the official record of which shall be its minutes. No individual member has authority to act for the Board or for the University.
2.2 The Board of Trustees shall fulfill the duties set forth in the Code, among them and others being: the selection of a President; approval of the budget, the securing of adequate financial resources; the establishment of broad institutional policy; and support of the administrative and educational functions of the institution and those officers and employees responsible for them.
2.3 The Board hereby designates the President of the University as its officer for the channel of communications between the Board and the University.
Section 3. Officers of the Board
3.1 Beginning in May, 1991, and each fourth year thereafter, the Board of Trustees shall elect a President pro tempore, who shall preside in the absence of the Governor (who serves by law as the President of the Board). The President pro tempore shall be designated as the Chairman of the Board of Trustees, and may use the title "Chairman" whenever he shall execute any and all official papers requiring his signature.
3.2 The Board shall, at the same time, elect a Vice Chairman, who shall perform the duties of the Chairman in case of the inability of the President of the Board and the Chairman of the Board to perform them.
3.3 The Board shall, at the same time, elect a Secretary of the Board of Trustees, who shall perform such duties as the Board may designate.
3.4 The Chairman of the Board shall appoint the chairmen, vice chairmen, and members of the Board's standing committees, and any ad hoc committees as authorized by the Board.
3.5 The Board, on recommendation of the President of the University, shall elect a Treasurer, who shall not be a Trustee, and who shall perform the duties set forth in the Code of Alabama, and other such duties as provided by the President of the University or the Board.
Section 4. Members of the Board
4.1 Individual members of the Board of Trustees shall receive actual expenses incurred in the performance of their duties as Trustees, as certified and approved by the Chairman.
4.2 Each member of the Board is entitled to speak on any subject before the Board and to inquire through the President or his designee regarding any University affairs. Each member shall freely communicate through the Board's designated officer for communications, viz., the President of the University, and refrain from appearing to speak for the Board as a whole.
4.3 Members of the Board are entitled to attend any committee meeting of the Board.
4.4 See Amendment IV
4.5 See Amendment IV
4.6 See Amendment IV
Section 5. Meetings of the Board
5.1 The Board of Trustees shall meet once during each calendar quarter, and its May meeting shall be deemed as the annual meeting.
5.2 Special meetings may be called by the President of the Board, or the Chairman of the Board, with ten days written notice to each member, stating the items to be considered. Such a meeting may transact business contained in the call, and may recess from time to time. In lieu of the notice provided herein, waivers of notice which have been duly executed by all members of the Board may be filed with the minutes.
5.3 A quorum shall consist of five members of the Board.
5.4 In special cases, the Chairman of the Board or at his request the President of the University may arrange for a telephone conference call. Such matters discussed on such call shall be placed on the agenda of the next meeting and officially acted on and ratified there.
Section 6. The Agenda of the Board
6.1 The President of the University shall prepare and transmit to the Board ten days prior to a meeting a proposed agenda.
6.2 Any member may request the placement of any item thereon by requesting the President to include the same at least twelve days prior to the meeting.
6.3 The Board shall approve the agenda at the commencement of its meeting, and may, by majority vote, include other items of business thereon.
6.4 The omission of any item from the agenda of a Board meeting shall not, per se, invalidate any action taken thereon.
Section 7. Parliamentary Authority and the Order of Business
7.1 Unless otherwise provided by state law and these by-laws, questions of parliamentary procedure shall be governed by Roberts Rules of Order, Revised. The presiding officer of the Board shall rule on parliamentary inquiries, subject to appeal to the Board.
7.2 The order of business at the meeting shall be:
a. Call to Order
b. Invocation
c. Roll Call
d. Welcome, introductions of guests, and opening remarks by the President of the University
e. Minutes of the previous meeting
f. Approval of the agenda of the meeting
g. Reports of Board Committees
h. University Reports and Communications (informational and those requiring action)
i. Resolutions
j. Elections (as provided elsewhere in these bylaws)
k. Adjournment
7.3 Unless requested by any member, the votes of the Board may be by voice vote. On the request of any member, the Chairman shall have a recorded roll call vote. Unless otherwise required by law or these By-laws, a majority vote of a quorum present shall be sufficient for the adoption of any matter.
7.4 The University of Montevallo Board of Trustees adheres to the letter and the spirit of Alabama's open meetings law, and all meetings of the Board and its committees are open to the public, except any executive session which may be convened pursuant to state law. Actions arising from any such executive session must be formally taken in an open public session.
Section 8. Minutes
8.1 The Secretary shall prepare minutes and distribute the same to the members within thirty days after a meeting. The minutes shall be signed by the Secretary and the University President, and once approved at a subsequent meeting of the Board, shall be countersigned by the Chairman of the Board and then placed in a permanent minute book.
8.2 On any vote, any member may request that a brief statement be spread on the minutes reflecting his or her reasons for the vote.
Section 9. Committees of the Board
9.1 Standing committees, composed of members of the Board, shall be those established in paragraph 9.5 of these By-laws. The Board may create special committees composed of members of the Board.
9.2 At or after the annual meeting of the Board, the Chairman shall appoint the chairmen, vice chairmen, and members of the standing and special committees.
9.3 Each standing committee of the Board shall be comprised of not more than five members of the Board. A majority of the members of a standing committee shall constitute a quorum for the transaction of business. Committees are advisory in nature, and their recommendations to the Board are subject to action as the Board deems appropriate. Committees shall request information as needed through the President or his designee. See Amendment I
9.4 The Secretary of the Board shall give ten days written notice of the meeting of any such committee of the Board and shall provide minutes of each such meeting as soon as possible after the said meeting. The Chairman of the Board and the President of the University are entitled to notice of all committee meetings.
9.5 Standing committees of the Board are:
9.51 Executive Committee: The Executive Committee is empowered to undertake the routine transaction of business during the adjournment of the Board of Trustees and further to transact business of an emergency nature, provided that it may not appoint a President, convey real estate without the express prior consent of the Board, or revoke previous Board policy. The Committee shall report its actions in full at the next meeting of the Board and shall cause the same to be spread on the minutes of the said meeting.
9.52 Academic and Student Affairs Committee: The Committee shall review policy to the Board related to academic programs, student programs, and faculty and student governance, and report thereon to the Board.
9.53 Finance, Plant and Foundation Committee: The Committee shall review policy related to the University's budget, financial condition, and capital spending. It shall annually receive and review the annual audits and operating reports of the University and the Foundation, and make report thereon to the Board. See Amendment II
9.54 Personnel Committee: The Committee shall review policy related to personnel matters. It shall receive, review, and make recommendations on whether to concur with the President's recommended appointments at the level of dean and above and on his administration of tenure, promotion, and salary adjustments.
9.55 Public Relations and Development Committee: The Committee shall review policy related to public and government relations, alumni affairs, and development, and report thereon to the Board.
9.56 Trustees Committee: See Amendments III and V
Section 10. Removal of a Trustee
10.1 See Amendment VI
Chapter III
University Administration
Section 1. The President
1.1 The President of the University is the chief executive officer of the University and the chief University corporate officer.
1.2 He is responsible to the Board, and has commensurate authority, for conduct of all affairs of the University, except those which by law or these By-laws are made the specific responsibility of another person.
1.3 The President shall keep the Board informed on matters pertaining to operations of the University and shall report to the Board at each meeting. He shall have authority to employ, compensate, and dismiss faculty, subordinate employees and officers (except as noted in 2.1 below), and assign such responsibilities as appropriate. He shall have authority to define the University's organization, subject to concurrence by the Board.
1.4 The President shall serve a term which coincides with the pleasure of the Board and may be removed only by a majority vote of the Board members.
1.5 The President is entitled to notice of and to attend all meetings of the Board and its committees. He shall attend all meetings of the Board.
Section 2. University Officers
2.1 The Treasurer shall be appointed by the Board with the recommendation of the President and shall exercise the powers and duties of that office under the supervision of the President.
2.2 The President, Treasurer, and other employees having financial responsibilities shall give bond in such amount as the Board deems appropriate, the cost of which shall be paid for by the University.
Section 3. Granting of Degrees
3.1 The Board hereby delegates to the President the authority to grant earned degrees to those students who have met the requisite qualifications as have been duly adopted.
3.2 Honorary degrees may be granted by the Board only for achievement that is truly noteworthy.
3.21 The University seeks these objectives in awarding honorary degrees:
a. To honor an individual for exceptional academic achievement as a teacher, researcher, administrator, or creative artist.
b. To recognize an individual for unusual contributions or service at the state, national, or international levels in cultural, scientific, economic, or humanitarian activities.
3.22 Honorary degrees may be granted by a majority vote of the Board of Trustees upon the favorable recommendation by the President of a nomination submitted to him by a two-thirds vote taken by secret ballot of the Faculty Senate. The Board may also grant honorary degrees on its own motion, by unanimous vote of its members present and voting.
Chapter IV
Governing Documents
Section 1. Amendment to Bylaws
1.1 These By-laws may be amended at any regular meeting of the Board by a majority of those present and voting.
1.2 These By-laws may be amended at any special meeting of the Board by a majority of those present and voting, providing notice of the substantive content of the by-laws change had been sent in the call for the meeting.
Section 2. Other Policy Handbooks
2.1 Nothing herein shall be deemed to preclude the Board or the President from promulgating or adopting other handbooks, policy manuals, or like governing documents not in conflict herewith.
Amendments
Amendment I
Amend Chapter II, Section 9, Item 9.3 of the Board By-laws as follows:
9.3 Each standing committee of the Board shall be comprised of not more than five members of the Board, except the Executive Committee which shall consist of not more than six members. A majority of the members of a standing committee shall constitute a quorum for the transaction of business. Committees are advisory in nature, and their recommendations to the Board are subject to action as the Board deems appropriate. Committees shall request information as needed through the President or his designee.
Amendment II
Amend Chapter II, Section 9, Item 9.53 of the Board By-laws as follows:
9.53 Audit and Finance Committee: The Committee shall review policy related to the University's budget, financial condition, and capital spending. It shall annually receive and review the annual audits and operating reports of the University and the Foundation, and make report thereon to the Board.
Amendment III
Add Item 9.56 to Chapter II, Section 9, to the Board By-laws as follows:
9.56 Trustees Committee: The Committee shall serve as the Nominating Committee for the Officers of the Board identified in Section 3, above; it shall annually review and evaluate the performance of the Board of Trustees and report thereon to the Board; and it shall identify and recommend potential candidates to fill Trustees positions that are open or due to become open, and make report thereon to the Board.
Amendment IV
Add Items 4.4, 4.5, and 4.6 to Chapter II, Section 4 of the Board By-laws as follows:
4.4 A Trustee shall exercise independent judgment and act solely for the benefit of the University, free of undue influence or control of any cohort of the Board, or organization or interest separate from the Board.
4.5 A Trustee shall not use his or her position on the Board of Trustees to obtain personal financial gain for himself, herself, his or her family or any business with which the Trustee or family member is associated. “Family member” is defined to include any parent, grandparent, child, grandchild, sibling, or spouse of any of the foregoing.
4.6 Trustees shall avoid conflicts of interest with the University. Specifically, Trustees should not:
- Participate in discussions or decision-making regarding any item in which the Trustee or his or her family has a personal financial interest.
- Advocate or attempt to influence the employment of any of their family members.
- Condition any actual or potential business relationship with the Board, the University, or any of its related foundations or associations on a charitable gift or contribution.
- Seek or accept personal gifts or special favors from individuals or entities that provide, or seek to provide, services or supplies to the Board, the University, or any of its related foundations or associations. (This does not preclude a nominal gift or an isolated invitation to a meal.)
- Use the authority, title, influence, or prestige of his or her position to solicit or influence the award of business to obtain a private financial, social, or political benefit, special privilege, or unique advantage for the Trustee or his family.
- Engage in any other activity that a reasonable person would expect to impair the independent judgment of a Trustee in the performance of his or her public duties.
The listing set forth above is not exclusive, and Trustees are expected to discern situations in which their conduct might create a conflict of interest in other respects or contexts. In the event of any potential or actual conflict of interest, such Trustee shall fully and publicly disclose said interest and shall not participate in the discussion, debate, or voting associated with the matter. Disclosure of any situation or circumstances in doubt should be made in order to protect the Trustee and the University. Any such disclosure shall be duly noted in the minutes of the meeting of the Board of Trustees, or its committee at which such disclosure shall be made. The Board of Trustees, or any duly charged committee thereof, has the responsibility for ensuring the disclosures required by the subsection, and for enforcing the required non-participation.
Amendment V
Amend Chapter II, Section 9, Item 9.56 to the Board By- laws as follows:
9.56 Trustees Committee: The Committee shall serve as the Nominating Committee for the Officers of the Board identified in Section 3, above; it shall annually review and evaluate the performance of the Board of Trustees and report thereon to the Board.
Amendment VI
Amend Chapter II, Add Section 10, Item 10.1 to the Board By-laws as follows:
Section 10 Removal of a Trustee
10.1 Under the laws of the State of Alabama, the Board of Trustees has no power to remove one of its members. Section 60 of the Constitution of Alabama which provides that “[n]o person convicted of embezzlement of the public money, bribery, perjury, or other infamous crime, shall be eligible to the legislature, or capable of holding any office of trust or profit in this state” sets forth the grounds and procedure for removing a Trustee. The same section of the Alabama Constitution establishes constitutional grounds and due process for the removal of a trustee.”
