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Board of Trustees Bylaws

Version 1 (Current Version)
All Versions:
  • Version 1
PolicyPOL01.05.01
TitleBoard of Trustees Bylaws
CategoryGovernance and Administration
Sub-categoryBoard of Trustees
AuthorityBoard of Trustees
History

Adopted July 8, 1993; Amended September 27, 1996; March 7, 1997; October 9, 1998; December 10, 1999; March 16, 2001; July 23, 2002; October 18, 2002; July 20, 2003; May 7, 2004; December 16, 2005; May 5, 2006; August 22, 2007; April 15, 2011; April 19, 2013; Transitioned to Policy Manual August 29, 2014.

Contact

Assistant Secretary to the Board of Trustees (252) 328 - 6105

Related Policies
Additional References

UNC Code Section 402B


1. ORGANIZATION

1.1. Membership

1.1.1. East Carolina University shall have a Board of Trustees composed of thirteen (13) persons chosen as follows:

1.1.1.a Eight (8) elected by the Board of Governors of The University of North Carolina;

1.1.1.b Four (4) appointed by the Governor;

1.1.1.c The President of the Student Government Association (ex-officio)

1.1.2. In every odd-numbered year, the Board of Governors shall elect four (4) persons to the Board of Trustees and the Governor shall appoint two (2) persons to the Board of Trustees; and the term of office of all such elected or appointed trustees (excluding the ex-officio trustee) shall commence on July 1 or such odd-numbered year and shall be for four (4) years and until the successor is elected or appointed.

1.1.3. Whenever any vacancy occurs in the membership of the Board of Trustees among those appointed by the Governor, it shall be the duty of the Secretary of the Board of Trustees to inform the Governor of the existence of such vacancy, and the Governor shall appoint a person to fill the unexpired term, and whenever any vacancy occurs among those elected by the Board of Governors, it shall be the duty of the 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. If for any reason other than ill health or service in the interest of the State or nation, a member fails to be physically present for three (3) successive regular meetings of the Board of Trustees, his/her place as a member shall be deemed vacant.

1.1.4. Any person who has served two (2) full four-year (4) terms in succession as a member of the Board of Trustees shall be ineligible, for a period of one (1) year, for election or appointment to the Board but may be elected or appointed to the Board of another institution.

1.1.5. No member of the General Assembly or officer or employee of the State or of 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.

1.1.6. 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 that date that his/her term commences as a member of the Board of Governors.

1.2. Officer Nominations and Elections

1.2.1 Not later than April 30 of each year the chair of the Board of Trustees will appoint a nominating committee of at least three members of the Board of Trustees. Membership on the nominating committee will not preclude that member from being nominated for the office of chair, vice-chair, or secretary if that person meets all other requirements for holding office.

The chair of the Board of Trustees will designate the chair of the nominating committee. The nominating committee chair will have the responsibility of conducting meetings of the nominating committee and presenting the recommendations of the committee for the offices of chair, vice-chair and secretary. The chair of the nominating committee will notify the Board of Trustees of the proposed slate of officers not later than June 30.

1.2.2. The candidates for nomination to the offices of chair, vice chair, and secretary must have at least one full year of Board of Trustees experience prior to nomination.

1.2.3. Officers may serve no more than two full terms in the same office.

1.2.4. At the first 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 (1) year and until his/her successor is elected.

Nominations and elections shall be conducted separately and in the following order: chair, vice chair, and secretary. The chair of the nominating committee will place in nomination the officer candidates selected by the nominating committee. Open nominations, beyond those provided by the nominations committee, may be made by any trustee.

Once a quorum is established, voting can be by show of hands, voice vote, or written ballot, at the discretion of the chair of the Board of Trustees. All written ballots must be signed by the trustee casting the ballot, retained by the assistant secretary and open for public inspection until the meeting minutes are approved, and documented in the meeting minutes by listing the vote of each Trustee voting.

1.2.5 If the chair’s term on the Board of Trustees expires on June 30 of that year, the vice chair will serve as chair until elections are held. If the terms of the chair and the vice chair on the Board of Trustees both expire on June 30 of that year, the secretary will serve as chair until elections are held. If the terms of the chair, the vice chair and the secretary all expire on June 30 of that year, the assistant secretary of the Board will notify the Executive Committee prior to June 30 of that year and the Executive Committee will nominate a trustee to serve as chair from July 1 until elections are held the Executive Committee’s nominee will be approved by the Board prior to June 30 of that year.

1.2.6 If a vacancy occurs in the office of chair during a term, the vice chair shall succeed to the office of chair for the remainder of the unexpired term. Vacancies in the office of vice chair, secretary or member at large of the Executive Committee during their terms shall be filled by election by the Board of Trustees, and persons so elected shall serve for the remainder of the unexpired term. .

1.2.7 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 the assistant secretary with the same force and effect as though such certification were made by the secretary of the Board.

1.3. Committees

1.3.1 The Chair, with the approval of the Board of Trustees, shall establish the committees of the Board and identify their duties and jurisdiction consistent with any Board of Governors requirements. The members and chairs of the committees shall be appointed by the Chair of the Board.

1.3.2. The committee guidelines are drawn from Appendix 1 of the UNC Code: “Delegation of Duty and Authority to Boards of Trustees”

1.4. Endowment Fund Board

1.4.1. The Trustees of the Endowment Fund Board shall consist of six (6) members, one (1) of whom shall be the Chair of the Board of Trustees who shall serve as the ex-officio Chair of the Endowment Fund Board; one (1) of whom shall be the Chancellor; one (1) of whom shall be the [Vice Chair of the Board of Trustees or the Chair of the Advancement & Naming Committee]; and three (3) of whom shall be elected by the Board of Trustees. The terms of the three (3) elected members of the Endowment Fund Board shall be initially for one (1), two (2), and three (3) years each. All elections thereafter shall be for a regular term of three (3) years, except that any person elected by the Board of Trustees to fill a vacancy created otherwise than by expiration of a term shall be elected to serve the term of the person whom he or she succeeds.

1.4.2. The Trustees of the Endowment Fund Board shall make decisions concerning the receipt and administering of Endowment Fund gifts and property bequests, exclusive always of monies received through State appropriations and from tuition and fees.

1.4.3. The Endowment Fund Board shall function in accordance with North Carolina General Statute 116-36 and regulations of the Board of Governors of the University of North Carolina.


2. POWERS AND DUTIES

2.1. General Powers and Duties
The Board of Trustees shall promote the sound development of East Carolina University 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 East Carolina University and shall also serve as advisor to the Chancellor concerning the management and development of the institution.

2.2. 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 as defined and delegated by the Board of Governors.

3. MEETINGS

3.1. Regular Meetings
There shall be not fewer than three (3) regular meetings of the Board of Trustees each year. At each regular meeting a tentative date shall be announced for the next regular meeting. The Chair of the Board, in consultation with the Chancellor, is authorized to change the date if necessary because of schedule conflicts and to give immediate notice to the members of the Board. A notice specifying the time and place of each regular meeting of the Board shall be mailed by the Secretary of Assistant Secretary to each member of the Board at least seven (7) days in advance of the meeting date. Any matter of business may be considered at a regular meeting of the Board.

3.2. Special 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 (6) members of the Board. A special meeting called by the Secretary or Assistant Secretary shall be held within ten (10) 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 mailed by the Secretary or Assistant Secretary to each member of the Board at least seven (7) days in advance of the meeting date, but 48 hours notice may be given by telephone or telegram when, in the opinion of the Chair, an emergency exists. Any matter of business may be considered at a special meeting of the Board.

3.3. Agenda

3.3.1. At least seven (7) 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 mailed 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 mailed to each member of the Board at least four (4) days in advance of the special meeting; however, if such advance mailing 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.

3.3.2. The agenda for every meeting of the Board shall be prepared by the Chancellor or his staff after consultation with the Chair. 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.

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

3.4. Conduct of Business

3.4.1. A quorum of the Board of Trustees or of its several committees shall consist of a majority of the members of the Board or of its several committees.

3.4.2. The Chair shall preside over all regular and special 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.

3.4.3. All members of the Board of Trustees may vote on all matters coming before the Board for consideration. No member may vote by proxy.

3.4.4. 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.

3.5. Minutes

3.5.1 The Secretary or Assistant Secretary shall keep minutes of all meetings of the Board of Trustee; 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 East Carolina University.

3.5.2. Within thirty (30) days and after each meeting of the Board of Trustees, the Secretary or Assistant Secretary shall transcribe the minutes of the meeting and mail a copy to each member of the Board.

3.6. Executive Session

By the vote of a majority of the members present during any regular or special meeting when a quorum is present, the Board may hold an executive session, consistent with State Law.

3.7. Keeping Board of Governors Informed

The Secretary of the Board of Trustees 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 its committee structure or Bylaws, notices of meetings and a copy of the minutes of all meetings.

4. RELATIONSHIP OF THE CHANCELLOR TO THE BOARD OF TRUSTEES

4.1. Relationship of the Chancellor to the Board of Trustees

4.1.1. It shall be the duty of the Chancellor to attend all meetings of the Board of Trustees and to be responsible for keeping the Board of Trustees fully informed on the operation of the institution and its needs.

4.1.2. As of June 30 of each year the Chancellor shall prepare for the Board of Trustees a detailed report on the operation of the institution for the preceding year. The Chancellor shall also submit such additional reports to the Board of Trustees as he/she may deem wise or as the Board may require. He/she shall seek the counsel of the Board of Trustees concerning the affairs of the institution.

4.1.3. The Chancellor shall be responsible to the Board of Trustees for enforcing all policies, rules and regulations of the Board of Trustees.

4.1.4. The Chancellor shall be the official medium of communication between the Board of Trustees and all individuals, officials, agencies and organizations, both within and without the institution.

5. AMENDMENT OF BYLAWS

5.1. 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 members of the Board if the substance of the amendment has been filed in writing with the Secretary or Assistant Secretary and a copy has been mailed to each member of the Board at least seven (7) days prior to the meeting at which the amendment is to be voted upon.

6. SUBORDINATION TO UNIVERSITY CODE

6.1. Subordination of 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.

7. HONORARY DEGREES, AWARDS AND DISTINCTIONS

7.1. Authority to Confer Honors

The Board of Trustees shall be responsible for approving the names of all individuals on whom it is proposed that an honorary degree or any other honorary or memorial distinction be conferred by East Carolina University. Examples of such degrees or honorary or memorial distinctions include, but shall not be limited to, (a) all honorary doctorates and other degrees of every kind, (b) the naming of buildings or rooms or other portions of buildings, streets and other campus property or facilities, or any unit or other organization within the University, and (c) honorary alumni (excluding those certain distinctions provided for in the existing Bylaws of the ECU Alumni Association and the ECU Educational Foundation). Trustee resolutions honoring members of the administration, faculty, alumni and friends of East Carolina University, and the awarding of emeritus status to faculty members is hereby delegated to the Chancellor.

7.2. Nominations for Honorary Degrees

Nominations for the conferral of an honorary degree shall be made in accordance with the following policy and procedure:

7.2.1. The Honorary Degrees, Awards, and Distinctions Committee shall be constituted as follows: Dean of the Graduate School, Chair, ex-officio voting; five (5) faculty members selected by the Faculty Senate; and five (5) trustees selected by the Chair of the Board of Trustees.

The Faculty Senate shall establish terms to be served by their representatives, and the Chair of the Board of Trustees shall establish the terms for representatives of the Board.

7.2.2 The Honorary Degrees, Awards, and Distinctions Committee shall receive nominations each academic year and otherwise identify persons to be nominated for honorary degrees. Nominations for honorary degrees may be made to the Committee by any interested person or organization.

7.2.3. The honorary degrees to be awarded by East Carolina University are:

Doctor of Letters (Litt.D.)
Doctor of Science (D.Sci.)
In exceptional circumstances, other designated degrees may be awarded or a different honorary or memorial distinction designated by the Board of Trustees.

7.2.4 Eminent achievement in scholarship, public affairs, service to the University, service to the State or Nation, or in activities recognized as significant in the educational world, shall constitute the primary basis for an honorary degree from East Carolina University.

7.2.5. Honorary degrees shall be limited to no more than three (3) per year, except as otherwise recommended by the Board of Trustees.

7.2.6. No person shall be eligible to be awarded an honorary degree or other honorary or memorial distinction by East Carolina University while that person is serving as a member of the Board of Governors of The University of North Carolina or of the Board of Trustees of any one (1) of the constituent institutions or as a member of the faculty, staff or administration of The University of North Carolina or of any one (1) of its constituent institutions; and no such person shall be eligible for such an award until after the second academic year after the termination of any such relationship with The University of North Carolina or any of its constituent institutions.

7.2.7. The Honorary Degrees, Awards, and Distinctions Committee shall submit names of nominees approved by it, with supporting documentation, to the Chancellor for review. The Chancellor shall forward the names of the nominees approved by him/her to the Executive Committee of the Board of Trustees. The Executive Committee, in turn, shall review and evaluate each such recommendation, coordinate its action with the Chancellor, and then make its written recommendation to the full Board for action at a regular or special meeting. Each member of the Board shall be given notice of the recommendation of the Executive Committee either by telephone or by mail at least seven (7) days prior to the date of the meeting at which the recommendation is to be voted upon.

7.2.8. The Board shall consider the recommendations and take action thereon in Executive Session. The Chancellor, after consulting with the Chair of the Board of Trustees, shall make appropriate public disclosure of all recommendations approved by the Board after acceptance of the invitation for conferral of an honorary degree by the person so nominated.

7.2.9. Persons nominated for honorary degrees by the Honorary Degrees, Awards, and Distinctions Committee to the Chancellor and who are not thereafter approved either by the Chancellor or the Executive Committee or the Board of Trustees shall not thereafter be eligible for nomination; provided, however, the Chancellor shall have the authority to extend invitations to nominees approved by the Board to accept the University’s honorary degree at such time or times and in such order as he/she may deem appropriate in his/her discretion.

7.3. Nomination for Other Honors

The policy and procedure for nominations for the conferral of an honorary degree shall be as provided in Section 702. The policy and procedure for nominations for the conferral of all other honorary or memorial distinctions, as defined in Section 701 above, shall first be made by the Chancellor, individual trustees, or a subcommittee consisting of those members of the Board of Trustees designated by the Chair to serve on the Honorary Degrees, Awards, and Distinctions Committee to the Executive Committee in writing at least thirty (30) days prior to the next regularly scheduled meeting of the Board at which action on such recommendation is desired. The Executive Committee, in turn, shall review and evaluate each such recommendation, conferring and coordinating its action with the Chancellor and appropriate standing Committees, and then make its recommendation to the full Board for action at a regular or special meeting. The recommendations of the Executive Committee shall be mailed to each member of the Board at least seven (7) days prior to the date of the meeting at which the recommendations is to be voted upon. The Board shall consider recommendations and take action thereon in executive session. The Chancellor, after consulting with the Chair of the Board of Trustees, shall make appropriate public disclosure of all recommendations approved by the Board.

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