The laws of the State of Florida established the University of North Florida Board of Trustees in 2001. The Board of Trustees serves as the governing body of the university and discharges its governance responsibilities. The Board of Trustees selects the President for ratification by the Board of Governors, evaluates the performance of the President, and ensures implementation and maintenance of quality education programs and the sound fiduciary operation of the university.
The University of North Florida Board of Trustees (“Board of Trustees”) is established as a public body corporate, with all powers of a body corporate as provided by the Florida Constitution, Florida law and by delegation of the Florida Board of Governors (“Board of Governors”). The Board of Trustees is not a department of the executive branch of state government within the scope and meaning of
s. 6, Art. IV
of the State Constitution.
The Board of Trustees shall be composed of thirteen (13) persons. Six (6) members of the Board of Trustees shall be appointed by the Governor of the State of Florida and five (5) members shall be appointed by the Florida Board of Governors. The President of the University of North Florida Faculty Association and the President of the University of North Florida Student Government shall serve ex officio as members of the Board of Trustees.
The Board of Trustees shall serve as the governing body of the University of North Florida (“university”). In discharging its governance responsibilities, the Board of Trustees shall select the President of the university for ratification by the Board of Governors; evaluate the performance of the President; and ensure implementation and maintenance of quality education programs and the sound fiduciary operation of the university.
The officers of the Board of Trustees are the chair, vice-chair, and corporate secretary.
The chair shall preside at all meetings of the Board of Trustees and call special meetings of the Board when necessary. The chair will have the responsibility to appoint standing and ad-hoc committees, including the chairs of these committees, and will serve as an ex-officio voting member of all Board committees. The chair shall also attest to actions taken by the Board and serve as the spokesperson for the Board.
B. Vice Chair
The vice-chair shall act as chair and perform duties of the chair during the absence or disability of the chair.
C. Corporate Secretary
The university President shall serve as executive officer and corporate secretary of the Board. In the capacity of secretary, the President shall be responsible for giving notice of all meetings of the Board and its committees, setting the agenda and compiling the supporting documents for meetings of the Board, in consultation with the chair, recording and maintaining the minutes of any Board or committee meeting, including a record of all votes cast as required by law, executing or attesting to all documents which have been executed by the Board, and shall be custodian of the corporate seal. The corporate secretary may designate an individual to serve as assistant secretary to the Board.
The President shall further serve as the principal liaison officer and official contact between the Board and the faculty, staff and students of the university. The President shall serve as an ex-officio non-voting member of all standing committees.
The Board shall elect a chair and vice chair from the
appointed members at its first regular meeting after January 1. The chair and
vice chair shall serve a 2-year term to begin immediately upon selection. The
chair and vice-chair shall be eligible for reselection for an additional
consecutive 2-year term, except that for each additional consecutive term
beyond two terms, by a two-thirds vote, the Board of Trustees may reselect the
chair for additional consecutive 2-year terms.
Vacancies in the chair and vice chair offices may be filled
at any time by a majority vote of the members of the Board, but election or
reelection shall normally take place at the Board’s January meeting. Vacancies
in the positions of committee chair and vice chair may be filled by appointment
of the chair of the Board at any time as may be necessary.
Finance and Facilities Committee
The Finance and Facilities Committee shall review and
recommend for consideration by the Board policies related to the financial functions
of the university, and its affiliated organizations, and policies affecting
physical plant and real property. The chair of the Board shall appoint the
members of the Finance and Facilities Committee and designate one (1) to serve
as the committee chair and one (1) as the committee vice chair.
To the best of her or his ability, the Board chair will
ensure that the chair of the Finance and Facilities Committee has applicable
financial knowledge and that the membership of the committee includes the most
fiscally knowledgeable trustees.
Audit and Compliance Committee
The Audit and Compliance Committee shall assist the Board in
discharging its oversight responsibilities. The Audit and Compliance Committee
will oversee the financial operations and reporting process for both the university
and its direct support organizations (“DSO”). The committee will review: 1) the
university’s internal financial controls and processes; 2) the internal audit
function; 3) the independent audit process; and 4) the DSO and university
processes for monitoring compliance with applicable laws and regulations,
meeting regulatory requirements and promoting ethical conduct. The chair of the
Board shall appoint the members of the Audit and Compliance Committee, which
shall include the chair of the Board, and designate one (1) to serve as the
committee chair and one (1) as the committee vice chair.
Academic and Student Affairs Committee
The Academic and Student Affairs Committee shall review and
recommend for consideration by the Board policies related to the academic
functions, and the quality of nonacademic student life, encouraging innovation
in such programs and initiatives. The chair of the Board shall appoint the members
of the Academic Affairs Committee and designate one (1) to serve as the
committee chair and one (1) as the committee vice chair.
The Governance Committee shall review and recommend for
consideration by the Board various Board functions. The Committee’s
responsibilities shall include, but not be limited to, periodically reviewing
the Board’s by-laws and operating procedures, initiating board training when
appropriate, initiating the evaluation of Board performance, periodically
reviewing Board governance, and recommending individuals for Board
membership. The Governance Committee
shall review and recommend for consideration by the Board the development and
implementation of a trustee engagement plan designed to strengthen strategic
partnerships, visibility, and ambassadorship. The chair of the Board shall
appoint the members of the Governance Committee and designate one (1) to serve
as the committee chair and one (1) as the committee vice chair.
Ad Hoc Committees
The chair of the Board may establish additional ad hoc committees, composed of a minimum of three (3) members, as deemed necessary for the orderly conduct of the business of the Board.
Committee action is reported as a recommendation for consideration and action by the Board. If the Board, however, authorizes a committee to act on a matter referred to it, the chair of the committee shall report the action taken to the Board at its next scheduled meeting.
Any committee of the Board may meet upon call of its chair to carry out its duties and responsibilities. Meetings shall be noticed under the procedures established for the university Board of Trustees.
In the event the University of North Florida Board of Trustees
will consider a proposal to increase tuition or fees at an upcoming board
meeting, notice of such proposal shall be posted at least 28 days before its
consideration at a board of trustees meeting. The notice must:
(i) Include the date and time of the
meeting at which the proposal will be considered.
(ii) Specifically outline the
details of existing tuition and fees, the rationale for the proposed increase,
and how the funds from the proposed increase will be used.
(iii) Be posted on the university's
website and issued in a press release.
The chair shall
notify the Governor or the Board of Governors, as applicable, in writing
whenever a board member has three (3) consecutive unexcused absences from
regular board meetings in any fiscal year, which may be grounds for removal by
the Governor or the Board of Governors, as applicable.
The Board may use telephone conference calls and other
communications media technology to conduct Board business in the same manner as
if the proceeding were held in person.
The notice of any meeting which is to be conducted by means
of communication media technology will state where and how members of the
public may gain access to the meeting.
A quorum for the conduct of business by the full Board shall
consist of seven (7) trustees. A quorum for all standing committees shall
consist of three (3) members of the committee. A quorum for all ad hoc
committees shall consist of a majority of the voting members of the committee.
The decision of the majority of the trustees in attendance
and voting on an issue shall prevail. A trustee may abstain from voting only
under those circumstances prescribed by law. Voting by proxy or by mail shall
not be permitted.
Roberts Rules of Order, newly revised, will be followed in
conducting the meetings of the Board, unless otherwise provided by the Board.
The university President shall be responsible for setting the agenda for meetings of the Board in consultation with the chair.
A. Consent Agenda
Items that are routine, procedural, informational and self-explanatory may be placed on the consent agenda. Items proposed for the consent agenda will be made available to all Board members in advance of the complete Board meeting materials. Minutes from the prior Board meeting and unanimously approved action items from committee meetings will also be placed on the agenda as consent agenda items. Prior to the full Board meeting, the Board chair or either committee chair may choose to have any specific item from a committee meeting placed on the discussion section of the agenda. In addition, any trustee may request that a specific item be moved to the discussion section of the agenda.
B. Additional Agenda Items
Requests for inclusion of other items on the agenda of a meeting shall be put in writing and filed, together with any supporting documents, with the university President sufficiently far in advance of the meeting to permit a determination to be made by the university President, in consultation with the chair, with respect to the propriety and practicability of including that item on the agenda for the meeting. The university President will assemble the items received, with sufficient time to prepare the agenda in advance of each meeting and provide a copy of the agenda to each member of the Board at least three (3) days prior to the meeting. If additional items or supporting documentation become available, a supplemental agenda may be provided at least one (1) day prior to the meeting. When needed, additional items may be placed on the agenda at the time of a meeting, at the discretion of the chair.
No later than two
(2) weeks following a meeting of the Board of Trustees, an unapproved
draft of detailed minutes shall be posted prominently on the university’s
website, which shall include the vote history and attendance of each trustee.
The Board shall allow for a public comment period during each Board and committee meeting. The public comment period shall be limited to individuals who desire to appear before the Board to address an agenda item currently before the Board. The public comment period shall be limited to a total of fifteen (15) minutes. Comments by individuals who wish to address the Board concerning an agenda item shall be limited to three (3) minutes. Those requesting to speak shall be called upon on a first-come first-serve basis. A public comment period shall not be provided for when the Board meets by telephone conference call. The chair is authorized to implement other reasonable procedures for the smooth and effective operation of the public comment period.
These bylaws may be altered, amended or repealed by a vote of seven (7) trustees in attendance and voting at any regular or special meeting, when notice of the proposed amendment or repeal is provided in the meeting notice.
Authority rests with the Board of Trustees as a whole in meetings of the Board and not with individual Board members. Trustees shall conduct relationships with university staff, students, the citizenry and the media on that basis. Trustees will confine their Board action to policy-making, planning and appraisal, recognizing that their responsibility is to ensure that the university is well run and not to run the university.
A trustee shall be considered to have a conflict of interest if (1) such trustee has existing or potential financial or other interest that impairs or might reasonably appear to impair such member’s independent, unbiased judgment in the discharge of his or her responsibilities to the university, or (2) such trustee is aware that a member of his or her family, or any organization in which such trustee (or member of his or her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interest. For the purposes of this provision, a family member is defined as a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the trustee.
Trustees shall use appropriate channels when dealing with employees, students, citizens and special interest groups. Trustees will not give directions or instructions to university employees, but will provide input and suggestions to the President who is responsible for the day-to-day management of the university.
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