Bylaws of the UNF Board of Trustees

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.

The Board of Trustees is a corporation primarily acting as an instrumentality or an agency of the state, pursuant to s. 768.28 (2), 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.

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, execution of the University’s strategic plan, 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 his/her 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.

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 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.

Section 6. Selection of Officers and Terms of Office

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.

The University President shall at all times serve as Corporate Secretary of the Board of Trustees.

Section 7: Vacancies

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 committee Vice-Chair may be filled by appointment of the Chair of the Board at any time as may be necessary.

Section 8. 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 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 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 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.

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 Bylaws 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 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.

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.

Board of Trustee Meetings

All meetings of the Board and its committees shall be open and noticed to the public in accordance with Chapter 286, Florida Statutes. No resolution, regulation, or other formal or official action shall be considered binding except as taken or made at such meeting in accordance with section 286.011, Florida Statutes, unless the matter being discussed falls within the provision of law allowing closed sessions.

Section 1. Regular Meetings

The Board of Trustees will meet no fewer than four (4) times per fiscal year, at a time and place designated by the Chair. A regular meeting means business meetings and Board retreats held at regular intervals; provided that time shall be made available when needed for the conduct of business at or around the time of any retreats. Meetings of the Board are open to the public and all official acts will be taken at public meetings. The schedule of meetings is available on the University of North Florida Board of Trustees website.

Section 2. Special Meetings

Special meetings of the Board, including hearings and workshops, may be called by the Chair, the Corporate Secretary, or upon request of seven (7) Trustees. The Corporate Secretary shall send written notice of such special meeting to all Trustees, along with a statement of the purpose of the meeting, at least 48 hours in advance. No matter may be considered at any special meeting that was not included in the call of that meeting except by a vote of nine (9) trustees.

Section 3. Emergency Meetings

Emergency meetings of the Board may be called by the Chair of the Board upon such notice as is reasonable under the circumstances whenever in the opinion of the Chair, an issue requires immediate Board action. Such meetings shall be open to the public and the Board shall provide such notice of the meeting as is reasonable under the circumstances. Whenever such emergency meeting is called, the Chair will notify the Corporate Secretary. The Corporate Secretary will immediately serve either verbal or written notice upon each member of the Board, stating the date, hour and place of the meeting and the purpose for which the meeting has been called. No other business will be transacted at the meeting unless additional emergency matters are agreed to by a majority of those Board members in attendance. The minutes of each emergency meeting will show the manner and method by which notice of such emergency meeting was given to each member of the Board.

Section 4. Notice of Meetings

Notice of meetings will be provided in accordance with the requirements of Chapter 286, Florida Statutes. Notice of meetings will be posted on the Board of Trustees website and the University of North Florida calendar.

Section 5. Special Notice Requirements

In the event the 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:

1. Include the date and time of the meeting at which the proposal will be considered.
2. 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.
3. Be posted on the University’s website and issued in a press release.

Section 6. Absences

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.

Section 7. Meetings by Means of Telephone Conference Calls and Other Communications Media Technology

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.

Section 8. Quorum

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.

Section 9. Voting

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.

Section 10. Parliamentary Rules

Roberts Rules of Order, newly revised, will be followed in conducting the meetings of the Board, unless otherwise provided by the Board.

Section 11. Agenda

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.

Section 12. Minutes

Minutes of the meetings of the Board of Trustees shall be kept by the Corporate Secretary, who shall cause them to be printed and preserved and who shall transmit copies to the members of the Board of Trustees and to other places as deemed appropriate. All lengthy reports shall be referred to in the minutes and shall be kept on file as part of the University records, but such reports need not be incorporated in the minutes except when so ordered by the Board of Trustees.

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. Individuals or representatives of groups who desire to appear before the Board regarding any item being considered on a meeting agenda of the Board of Trustees must submit their requests by email to unf-bot@unf.edu or through such other means as may be identified on the Board of Trustees website. Such a request must be submitted at least three (3) working days prior to the start of the meeting and must specify the agenda item about which they wish to speak. The President, in consultation with the Board Chair, will determine whether the item will be heard and when it will be heard. There will be a three (3) minute time limit on any presentation and the public comment period shall be limited to fifteen (15) minutes. As permitted by section 286.0114, Florida Statutes, The Board Chair may decline to hear any matter that does not relate to a particular agenda item; is not practicable for a particular meeting; or is outside the Board’s jurisdiction. Those requesting to speak shall be called upon on a first-come first-serve basis. The Chair is authorized to implement other reasonable procedures for the smooth and effective operation of the public comment period.

At the discretion of the Chair, the Chair may further recognize any individual to address the Board during the discussion of a particular agenda item.

In order to proceed with the essential business of the Board in an orderly manner, any individual who attempts to disrupt a Board meeting will be subject to appropriate action pursuant to law.

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.

Any provision of these Bylaws may be suspended at any time in connection with the consideration of a matter before the Board by an affirmative vote of not less than nine (9) members of the Board.

Section 1. Preamble

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.

Members of the Board of Trustees shall be guided by the provisions set forth in Florida law for the conduct of public officers.

Section 2. Conflict of Interests

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.

All Trustees shall disclose to the Board any possible conflict of interest at the earliest practical time. In such cases, the Trustee shall absent him or herself from discussions of, and abstain from voting on, such matters under consideration by the Board of Trustees or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee who has a conflict or possible conflict abstained from voting.

Furthermore, a Trustee shall not use the authority, title, influence, or prestige of his or her position to solicit business for others or otherwise obtain a private financial, social, or political benefit, which in any manner would be inconsistent with the interest and mission of the University, nor shall a trustee disclose confidential information gained by reason of the Trustee’s position for personal gain, benefit or to secure special privileges or exemption for him or herself or others.

Any Trustee who is uncertain whether a conflict of interest may exist in any matter may request that the Board of Trustees or committee resolve the question in his or her absence by majority vote. Each Trustee shall annually complete and sign a disclosure form.

Section 3. Employees, Students and Special Interest Groups

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.

Trustees should refer any grievances or complaints received from or about employees, students or University matters to the President. Trustees shall not attempt to influence hiring or other personnel decisions (e.g. tenure recommendations, promotions, retention, pay, work assignments, evaluations, disciplinary actions) affecting University employees, except with respect to the President. Trustees shall not attempt to influence decisions related to the admission of students to the University or degree programs, or decisions related to the award of financial aid or scholarships.

Section 4. Commitment of Time

In undertaking the duties of office, Trustees shall make the necessary commitment of time and diligence to carry out public governance and policy-making responsibilities. It is, thus, the responsibility of Trustees to attend all regularly scheduled Board meetings, insofar as possible, and become informed concerning issues to be considered at those meetings. In doing so, Trustees will endeavor to stay informed about local, state and national issues affecting higher education.

Section 1. Indemnity

The Board shall, to the extent legally permissible, indemnify and defend each of its Trustees, officers, employees, volunteers and other agents against all liabilities and expenses incurred in the connection with the disposition of defense of any action, suit or other proceeding, whether civil or criminal, in which such person may be involved by reason of University service, except with respect to any matter in which such person shall have been adjudicated in any proceeding not to have acted in good faith; and further provided that no settlement shall be entered into without the prior consultation and approval of a duly authorized representative of the Board.

Section 2. Fiscal Year

The fiscal year of the Board shall commence on July 1 of each year and end on June 30.

Section 3. Sunshine Laws

Public access to Board records will be governed by the provisions of the Public Records Law in Chapter 119, F.S. Board meetings shall be governed by the provisions of the Open Meetings Law in Chapter 286, F.S.

Section 4. Corporate Seal

The corporation shall have a seal on which shall be inscribed “The University of North Florida.” The corporate seal shall be used only in connection with the transaction of business of the Board and of the University.