Section 1. The Corporation
The University of North Florida Board Of Trustees (“Board of Trustees” or “Board”) 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 is constituted as a public instrumentality, and the exercise by the corporation of the power conferred by the Board of Governors is the performance of an essential public function. The Board of Trustees shall constitute an agency for the purposes of s.120.52, Florida Statutes.
The Board of Trustees is a corporation primarily acting as an instrumentality or an agency of the state, pursuant to s. 768.28 (2), Florida Statutes, for purposes of sovereign immunity. It shall have and exercise those powers and duties prescribed by law.
Section 2. Membership
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 voting members of the Board of Trustees.
Board of Trustees’ members who are appointed by the Governor or the Florida Board of Governors shall be appointed for staggered 5-year terms as provided by law. The appointed members shall be subject to confirmation by the Florida Senate.
Members of the Board shall serve without compensation but may be reimbursed for travel and per diem expenses in accordance with state law.
Section 3. Powers and Duties of the Board of Trustees
The Board of Trustees shall serve as the governing body of the University of North Florida (“University”). It shall select the President of the University of North Florida to serve at the pleasure of the Board of Trustees and shall hold the President responsible for the University’s operation and management, performance, fiscal accountability, accomplishment of its education mission and goals, execution of the strategic plan, and compliance with federal and state laws and regulations, including those of the Florida Board of Governors.
The Board of Trustees shall have the authority to carry out all lawful functions permitted by the Bylaws, its operating procedures, Board of Governors regulations, or law. The Board may adopt regulations, rules and policies consistent with the University mission, with law, and with the regulations and rules of the Florida Board of Governors, in order to effectively fulfill its obligations under the law.
The Board of Trustees shall approve the mission statement and strategic plan for the University, each of which must be consistent with the strategic plan developed by the Florida Board of Governors.
The Board of Trustees shall also work to preserve the institution’s and its own independence from undue political, religious, or outside influence; to ensure academic freedom; and to support the President of the University in discharging Presidential responsibilities for the operation and administration of the University.
The Board of Trustees may delegate and provide for further delegation of any and all powers, subject to limits provided by law.
Section 4. Duties of the President
The University President shall serve as the Chief Executive Officer of the University. The University President shall be responsible for the operation and administration of the University, including efficient and effective budget and program administration, leading the University to accomplish its education mission and goals, monitoring educational and financial performance, consulting with the Board in a timely manner on matters appropriate to its policy-making and fiduciary functions, and serving as the University’s key spokesperson. The University President shall exercise such powers as are appropriate to their position in promoting, supporting, and protecting the interests of the University and in managing and directing its affairs. The President shall have the authority to execute all documents on behalf of the University and the Board consistent with law, Board policies, and the best interests of the University. 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.
Section 5. Powers and Duties of Officers
The officers of the Board of Trustees are the Chair, Vice-Chair, and Corporate Secretary.
A. Chair
The Chair (or "Board Chair") shall preside at all meetings of the Board of Trustees and call special meetings of the Board when necessary. The Board 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 Board 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 Board Chair during the absence or disability of the Board Chair.
C. Corporate Secretary
The Board Chair, jointly with the University President, shall select a University employee to serve as corporate secretary of the Board. The corporate secretary 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 Board 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.
Section 6. Selection of Officers and Terms of Office
The Board shall elect a Board 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 re-elect the Board Chair for additional consecutive 2-year terms.
Section 7: Vacancies
Vacancies in the Board 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 first regular meeting after January 1. Vacancies in the positions of committee Chair and Vice Chair may be filled by appointment of the Board Chair at any time as may be necessary.
Section 8. Standing Board Committees
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. In carrying out these responsibilities, the committee will monitor the University’s financial and facilities operations, oversee annual and long-range operating budgets, oversee requests and plans for debt and capital projects, and oversee master planning and major obligations of institutional resources. The Board Chair 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 their 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 Board Chair shall appoint the members of the Audit and Compliance Committee, which shall include the Board Chair , 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 committee will provide strategic input to the Provost and the President to ensure that curricular and co-curricular educational programs, student life, support services, faculty personnel appointments and promotion systems, academic policies and procedures, academic budget, library resources, learning resources, and assessment systems are of high-quality and that they support and strengthen the institution’s mission, strategies, and academic priorities. The Board Chair 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.
Governance Committee
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 providing recommendations concerning best practices in corporate governance. The Governance Committee shall review charter documents for new committees formed pursuant to the Board’s by-laws and recommend to the Board appointments to the University’s affiliated organizations and Direct Support Organizations and shall provide review of the University’s accreditation status and obligations. The Board Chair 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.
Strategic Plan Monitoring and Implementation Committee
The Strategic Plan Monitoring and Implementation Committee shall review, support, and make recommendations to the Board regarding monitoring of the progress toward strategic plan goals for the University; provide oversight of the implementation of the strategic plan and monitor its performance; and review key performance indicators and performance metrics, making proposed revisions when appropriate. The Board Chair shall appoint the members of the Strategic Plan Monitoring and Implementation Committee and designate one (1) to serve as the committee Chair and one (1) as the committee Vice Chair.
Ad Hoc Committees
The Board Chair 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. The Board Chair shall designate one (1) member to serve as committee Chair and one (1) as the committee Vice Chair of any ad hoc committee.
Section 9. Board Committee Functions
Authority
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.
Meetings
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.