Bylaws of the Board of Regents

The bylaws address the operation of the Board of Regents, including duties, responsibilities, and election of officers; committee meetings; rules of procedure; and delegation of authority.

The bylaws were first adopted on December 10, 1889, and were last amended on July 12, 2001.

Introduction

The Board of Regents of the University of Minnesota was established by the University Charter passed by the Legislative Assembly of the Territory of Minnesota in the Territorial Laws 1851, Chapter 3; and this establishment was perpetuated by the Constitution of the State of Minnesota, Article XIII, Section 3.

Article I. Corporate Name and Seal | Article II. Authority and Responsibility | Article III. Officers of the Board of Regents | Article IV. Meetings of the Board of Regents | Article V. Committees of the Board of Regents | Article VI. Rules of Procedure For Meetings of the Board of Regents and Its Committees | Article VII. Delegation of Authority | Article VIII. Miscellaneous Provisions | Article IX. Amendments To Bylaws | Article X. Suspension of Bylaws

Article I. Corporate Name and Seal

The name of the body corporate shall be Regents of the University of Minnesota. The corporation shall have a seal on which shall be inscribed the name of the corporation.

Article II. Authority and Responsibility

The government of the University of Minnesota shall be vested in a Board of twelve Regents as provided in an act approved in 1851 by the Legislative Assembly of the Territory of Minnesota [U of M Charter] and affirmed in 1857 in the Constitution of the State of Minnesota, and as amended thereafter.

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Article III. Officers of the Board of Regents

Section A. Officers

The officers of the Board of Regents shall consist of the Chancellor as ex officio President, Chair, Vice Chair, Secretary, and Treasurer. The Chair and Vice Chair shall be elected from members of the Board of Regents, but the Secretary and Treasurer need not be members of the Board of Regents.

Section B. Term of Office

The officers of the Board of Regents, except the President, shall be elected for a two-year term which shall commence on July 1 of the odd-numbered year following the annual meeting or shall serve until their successors are elected. The Board of Regents shall have the power to remove any officer when in its judgement the interest of the University requires it.

Section C. Duties and Responsibilities

  1. Chancellor. The Board of Regents by formal action on June 12, 1943, resolved that the Chancellor shall also be known and designated as the President of the University of Minnesota. The President shall be ex officio, non-voting, President of the Board of Regents and shall perform such duties as set forth in these bylaws or otherwise required by the Board. The President of the University shall be elected by the Board of Regents whenever there is a vacancy and shall hold office at the pleasure of the Board. If the President is unable to serve, as determined by the Board of Regents, the Board may designate an Acting President.
  2. Chair. The Chair shall preside at the meetings of the Board of Regents. The Chair shall name and identify the duties and responsibilities of all committees, and shall fill committee vacancies arising from any cause whatsoever in the same manner. The Chair shall be empowered and authorized to execute such instruments and documents which would devolve upon the principal corporate officer.
  3. Vice Chair. In the absence of the Chair, the Vice Chair shall perform the duties ordinarily performed by the Chair of the Board of Regents.
  4. Secretary. It shall be the duty of the Secretary to record all of the proceedings of the Board of Regents and all committees of the Board of Regents and to carefully preserve all of its books and papers. The Secretary shall be the custodian of the corporate seal of the Regents of the University of Minnesota and shall duly execute for and on behalf of the "Regents of the University of Minnesota" or the "University of Minnesota" such instruments and documents which would devolve upon a corporate officer and would be usual to that office. The Secretary shall cause all notices to be duly given in accordance with the Bylaws of the Board of Regents and shall perform such other duties as the Board of Regents may direct.
  5. Treasurer. The Treasurer shall keep a true and faithful account of all moneys received and paid out and shall give such bonds for faithful performance as the duties of the Board of Regents may require.

Section D. Election of Officers

The election of the officers of the Board of Regents shall be conducted at the annual meeting in June of the odd-numbered year in accordance with the following procedure:

  1. The Nominating Committee, as described in Article V, Section C, shall prepare a slate of at least one candidate for Chair, Vice Chair, Secretary, and Treasurer of the Board of Regents.
  2. The report of the Nominating Committee shall be sent by United States mail or facsimile to each member of the Board of Regents at least ten calendar days prior to the annual meeting.
  3. After the report of the Nominating Committee has been presented at the annual meeting, nominations may be received from the floor.
  4. If there is only one nominee for each office, a member may move election of the nominated slate. The vote shall be by unanimous consent.
  5. If there are two or more nominees, election of each officer shall be conducted separately by roll call. The first nominee receiving at least seven votes is elected.
  6. If there are three or more nominees and no one is elected on the first four ballots, the nominee who received the least number of votes on the fourth ballot will be dropped. This procedure shall be used until two nominees remain or a nominee has been elected. In case of a tie for the least number of votes, balloting shall continue on all candidates until the tie is broken.

Section E. Vacancy of an Office of the Board of Regents

In the event of a vacancy in the office of the Chair, the Vice Chair shall assume the position of Chair and shall serve out the Chair's term of office. In the event of a vacancy of any other office of the Board of Regents, including the position of Vice Chair when the Vice Chair assumes the office of the Chair, an election shall be held for the unexpired term at a subsequent meeting of the Board of Regents. Nominations may be made from the floor. Voting shall be conducted according to Section D.

Written notice shall be sent to each member of the Board by United States mail or facsimile ten days prior to the date of the meeting at which the election shall be conducted.

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Article IV. Meetings of the Board of Regents

Section A. Annual Meeting

The annual meeting of the Board of Regents shall be held on the second Friday in June each year unless otherwise determined by the Board of Regents. Written notice shall be mailed ten calendar days prior to the annual meeting. The Board of Regents shall set its schedule of Regular Meetings for the ensuing year at the annual meeting.

Election of officers of the Board of Regents shall be held at the annual meeting of the odd-numbered years. Standing committees of the Board of Regents shall be appointed by the Chair at or immediately following the annual meeting of the odd-numbered years.

Section B. Regular Meetings

Regular meetings of the Board of Regents shall be held in accordance with the schedule of meetings approved at the annual meeting. The Board of Regents may vote to change the date of any regular meeting. Written notice of regular meetings shall be mailed ten calendar days prior to the meeting.

The Order of Business at regular meetings of the Board of Regents shall include, but not be limited to, the following:

  1. Approval of Minutes
  2. Report of the President of the Board
  3. Report of the Chair of the Board
  4. Receive and File Reports
  5. Reports of Committees
    1. Standing Committees
    2. Special Committees
  6. Old Business
  7. New Business

Section C. Special Meetings

Special meetings of the Board of Regents to consider specific items of business may be called by the Chair of the Board, and shall be called by the Chair at the request of any five members thereof at such time and place, and in such form as the Chair may deem appropriate.

The Secretary shall provide reasonable public notice of special meetings, and the Chair may in special circumstances waive the requirement of written notice provided that other appropriate public notice is given.

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Article V. Committees of the Board of Regents

Section A. Standing Committees

The Chair of the Board of Regents shall name and identify the responsibilities of standing committees.

  1. Membership. The Chair of the Board of Regents shall appoint the Regents to all standing committees and shall designate the Committee Chair of each. Vacancies arising from any cause whatsoever shall be filled in the same manner.
  2. Meetings. Standing committees shall meet prior to the regular meeting of the Board of Regents. A special meeting of a standing committee to consider specific items of business may be called by the Chair of the Board, and shall be called at the request of the majority of the members thereof at such time and place and in such form and with reasonable notice, as the Chair may deem appropriate.

Section B. Nominating Committee

The Chair of the Board of Regents shall appoint a Nominating Committee of three members of the Board and designate the Committee Chair at the regular May meeting of the odd-numbered years. The Nominating Committee shall conduct itself according to Article III, Section D.

Section C. Special Committees

The Chair of the Board of Regents shall appoint the members, designate the Committee Chairs and identify the responsibilities of special committees.

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Article VI. Rules of Procedure For Meetings of the Board of Regents and Its Committees

Section A. Parliamentary Procedures

Robert's Rules of Order, in its most recent revised edition, shall guide the business of the Board of Regents for all meetings to the extent that they are consistent with law and these Bylaws. The University General Counsel shall rule on all disputed questions of procedure.

Section B. Open Meetings

The Board of Regents adopts as its policy the Minnesota Open Meeting Law as set forth in Minnesota statute. A motion to hold a non-public meeting must be put to a vote at a public meeting of the Board.

Section C. Quorum

A majority of the members of the Board of Regents, or of a committee, shall be necessary to constitute a quorum for meetings of the Board or meetings of a committee.

Section D. Voting the Question

The decision of the majority voting on the question shall prevail. The Secretary shall record the vote of each Regent. A Regent may abstain from voting. Voting by proxy or by mail shall not be permitted.

Participation and voting by Regents via telephone is permissible in special circumstances on approval of a majority of the members of the Board present, provided the Regent or Regents are available to participate in the items presented, discussed, and voted upon at that meeting, and they shall be counted towards determination of a quorum.

Section E. Business Before the Board of Regents

The Chair of the Board, in consultation with the President and Vice Chair and consistent with the Board of Regents Policy: Board Operation and Agenda Guidelines, approves items of business and the agenda to be considered at meetings of the Board of Regents and the standing or special committees. Any Regent may suggest items for the agenda or move to have an item discussed at a meeting.

All items shall be submitted to the Secretary for referral to the appropriate committee for review and consideration. Items and supporting documentation should be in the office of the Secretary at least ten calendar days before the meeting at which consideration is expected.

A request to appear before a meeting of the Board of Regents or its standing or special committees shall be submitted in writing to the Secretary, in advance of the meeting. The Chair shall rule on all requests. If the request is to appear before a committee, the Chair may also consult with the Committee Chair.

The Chair of the Board of Regents or one of the standing or special committees of the Board of Regents shall not ordinarily allow individuals who are not on the agenda to speak at meetings. The chairs of the various committees may allow such individuals to speak when they determine it is in the best interests of the University and will not unduly delay the matters before the particular committee.

The recommendations of Board committees shall be reported to and be subject to approval by the Board of Regents.

Section F. Protocol for Meetings of the Board of Regents

  1. All those in attendance at meetings of the Board of Regents may be asked to identify themselves to the Secretary or a designee upon entry to the meeting.
  2. Only members of the Board of Regents, the President, and those recognized by the Chair may address the Board.
  3. If space is limited in the meeting room, those with business before the Board of Regents and the members of the press shall have priority over those who are visitors.
  4. No flags, banners, signs, or similar displays shall be permitted in meetings of the Board of Regents.
  5. No person shall cause any disturbance, delay, or interference, or cause any threats thereof at any meeting of the Board of Regents or its committees. Further, no person shall intentionally or through coercion, force, or intimidation, deny or interfere with the right of another to free access or egress from any meeting.
  6. Visitors to meetings of the Board of Regents shall observe the reasonable requests of the Chair.

These rules and regulations are adopted for purposes of Minnesota Statute § 624.72.

Section G. Minutes of the Board of Regents Meetings

Minutes of the proceedings of the Board of Regents shall be kept by the Secretary, who shall cause them to be printed, bound, and preserved and who shall transmit copies to the members of the Board of Regents, University officers, administration, libraries, and to other places where it is 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 Regents. The minutes shall reflect the votes cast in committee meetings on matters recommended to the Board of Regents for action.

Section H. Telephone Meetings

The Chair may decide that regular or special meetings of the Board or any of its committees and regular meetings may be held by telephone. For purposes of such a telephone meeting, all Regents who are connected by telephone shall count toward a quorum and may participate and vote. The Secretary shall give reasonable public notice of such meetings and shall make arrangements for the public to hear the telephone discussion, unless it is a non-public meeting.

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Article VII. Delegation of Authority

Section A. President, Executive Officers, and Administrators

The Board of Regents may authorize appropriate executive officers to act on behalf of the University, consistent with Board of Regents Policy: Reservation and Delegation of Authority and other Board policies. As the highest authority that can act on behalf of the University, the Board of Regents shall be the University General Counsel's ultimate client, unless the Board directs otherwise.

Section B. President, University Senate, and Faculties

All matters relating to the education and administrative affairs of the University, consistent with actions or policies of the Regents of the University of Minnesota heretofore or hereafter taken or established and including those incident to the management of the student body are, for the purpose of effectuating the government of the University under and by the Regents, committed to the President, the University Senate, and the several faculties, as provided in the Senate Constitution and as amended from time to time.

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Article VIII. Miscellaneous Provisions

Section A. Code of Ethics and Conflict of Interest

The members of the Board of Regents shall be guided by the provisions set forth in the Code of Ethics policy adopted by the Board on October 12, 1973, and as amended from time to time.

Section B. Reimbursement for Expenses

Regents may be reimbursed for expenses incurred in the performance of official business in accord with the University's policy and procedures.

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Article IX. Amendments To Bylaws

The Bylaws may be amended by a two-thirds vote of the Board of Regents at any meeting, provided, however, that notice of any proposed changes shall be sent by United States mail to the members of the Board of Regents 30 calendar days in advance of the meeting scheduled to consider such changes.

Article X. Suspension of Bylaws

Any provision of these Bylaws other than those contained in Article VIII, Section A, may be suspended in connection with the consideration of a matter before the Board of Regents by an affirmative vote of two-thirds of the Board of Regents.

HISTORY: Adopted on December 10, 1889. Amended on June 15, 1929; May 9, 1939; June 12, 1954; June 10, 1967; February 9, 1968; September 10, 1971; July 14, 1972; June 8, 1973; February 13, 1976; March 11, 1977; July 10, 1981; January 10, 1986; November 10, 1994; December 12, 1997; February 12, 1999; May 14, 1999; February 11, 2000; July 12, 2001.

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