The Board of Trustees of Western Carolina University met in regular session on Thursday, May 14, 1970. The meeting began with lunch at 1: 00 p.m. in Brown Cafeteria and, following lunch, continued in the Conference Room of the Bird Administration Building.

The following members were present:

Wallace N. Hyde, Chairman
Thomas L. Mallonee, Vice-Chairman
Jack E. Abbott
F. Carl Harman
Arnold J. Hyde
W. Harold Mitchell
Charles 0. Van Gorder
Modeal Walsh

Members absent:

Ted Jordan
Senator Clyde Norton
Boyce Whitmire
E. J. Whitmire

Others present:

Alex S. Pow
W. Newton Turner
Frank H. Brown, Jr.
Taft N. Botner
J. Gerald Eller
Aubrey Drewry
Taylor L. Huskins
Aaron Hyatt
L. D. Hyde
James E. Kirkpatrick
Maurice B. Morrill
Harry Ramsey
Douglas Reed
Mrs. Jane W. Sossomon

During the luncheon session, an informational report on activities of the School of Business was made by Associate Dean Aubrey Drewry.

Dr. Hyde called the meeting to order and introduced Mr. F. Carl Harman and Dr. Charles 0. Van Gorder, new members of the Board of Trustees. The roll call indicated the absence of four members of the Board--Mr. Ted Jordan and Senator Clyde Norton, who were ill; Mr. Boyce Whitmire; and Mr. E. J. Whitmire, who was attending a visitation meeting of the State Board of Higher Education in Asheville. On motion by Mr. Abbott, with a second by Mr. Arnold Hyde, it was the unanimous vote to excuse these absences.

Draft minutes of the meeting of the Board of Trustees on January 28 had been mailed to members of the Board. Dr. Hyde asked if there were corrections or additions to these minutes. Following a motion by Mr. Walsh, with a second by Mr. Abbott, it was the vote of the Board that the minutes be approved as written to become a part of the permanent minute book.

Mr. Douglas Reed presented to the Board for approval a resolution concerning Mr. Frank Forsyth. Following is the resolution:

WHEREAS, in the death of W. Frank Forsyth the Board of Trustees, administration, faculty, and student body of Western Carolina University have suffered a grievous loss; and

WHEREAS, he brought to the Board of Trustees, on which he had served since 1965, enduring qualities of strength, loyalty, devotion to principle, and a concern for the causes of the University; and

WHEREAS, W. Frank Forsyth served the University in other public capacities, having been State Senator from the thirty-sixth district of North Carolina in the 1959, 1961, 1963, and 1965 sessions of the General Assembly of North Carolina, and having been a member in 1965 and again in 1969 of the North Carolina Advisory Budget Commission; and

WHEREAS, W. Frank Forsyth was devoted to his native state and to the western region in which he was born and had ably and selflessly served in many ways; and

WHEREAS, his leadership in the affairs of the university, the region, and the state continued until his death;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTERN CAROLINA UNIVERSITY, THAT

The deep sorrow of this Board be officially recorded in the permanent records of the University, and a copy of this resolution be sent to Mrs. Forsyth.

Adopted unanimously by the Board of Trustees of Western Carolina University the fourteenth day of May, 1970, at Cullowhee, North Carolina.

A motion that the resolution be adopted was made by Mr. Arnold Hyde. This received a second from Dr. Van Gorder, and the vote of the Board was unanimous.

A note from Mrs. Frank Forsyth to the members of the Board of Trustees expressing appreciation for the flowers and notes of sympathy was read.

Mr. Kirkpatrick reported on the opening of bids for the bond issue in the amount of $3,060,000 for two 400-unit dormitories. There was only one bid, Wachovia Bank and Trust Company. He stated that the average interest was 7.7431 per cent and that our Federal interest subsidy grant covering $1,310,000 of the project would be increased to take care of the difference between this interest rate and 3.0 percent. This was endorsed on motion by Mr. Mallonee, with a second by Dr. Van Gorder.

Dr. Pow presented the proposed by-laws for the Board of Trustees. Following discussion, Mr. Abbott moved, with a second by Mr. Walsh, that the by-laws be adopted. This received a unanimous vote. Following are the by-laws as adopted:

BY-LAWS OF THE BOARD OF TRUSTEES
OF WESTERN CAROLINA UNIVERSITY

Article I

Powers and Duties of the Board

Section 1. Powers and Duties

(a) The Board of Trustees of Western Carolina University is by Statute a body corporate and an agency of the State of North Carolina under the name and style of ''The Board of Trustees of Western Carolina University" and by that name may sue and be sued, make contracts, acquire real and personal property by gift, purchase, or devise, and exercise such other rights and privileges as are necessary for the proper administration of the affairs of the University.

(b) The Board of Trustees and its successors in office shall hold in trust for the State of North Carolina title to all property now held, or which shall be later acquired by said Board.

(c) The Board of Trustees shall be responsible for the management of all the affairs of the institution, subject to the applicable laws of the State of North Carolina, and shall have the duty to provide for the handling and expenditure of all moneys whatsoever belonging to, appropriated to, or in any way acquired by the institution; it shall provide for the erection of all buildings, the making of all needed improvements, the maintenance of the physical plant of the University, and may do all things deemed useful and wise for the good of the institution.

(d) It shall be the duty of said Board of Trustees to elect a President of the institution and to fix his salary within the schedule provided by law, and to fix his tenure of office. Upon the recommendation of the President, it shall be the duty of the Board of Trustees to elect other officers, teachers, and employees, to fix their duties, tenure of office, and within the schedule provided by law, their salaries. The Board of Trustees shall also establish rules and regulations for the general management of the institution, and the discipline of the students.

(e) The Board of Trustees, upon the recommendation of the appropriate faculty, is authorized and empowered to confer or cause to be conferred such degrees as are usually conferred by similar institutions, subject to the authority of the North Carolina Board of Higher Education to determine and approve the kinds of degrees to be conferred by the institution.

Article II

Membership

Section 1. Membership and Term of Office

(a) The Board of Trustees shall consist of twelve persons appointed for terms of eight years each, beginning July I of an oddnumbered year, the terms to be staggered so that three vacancies occur every two years.

(b) Members of the Board of Trustees shall be subject to removal for cause by the Governor and Council of State.

(c) Whenever a trustee shall fail to be present for two successive regular meetings of the Board of Trustees, without just cause as determined by the Board, his position as trustee shall be deemed vacant, and said vacancy shall be filled as herein provided.

Section 2. Appointments

The Governor shall make all appointments to the Board of Trustees, subject to the confirmation of the General Assembly in Joint Session assembled.

Article III

Officers of the Board

Section 1. Election

At the first meeting after June 30 of each year the Board of Trustees shall elect one of their own members as Chairman and one as Vice-Chairman, and, designate such committees of the Board, and endow them with such powers, as may be deemed proper and wise for the management of the affairs of the institution. Except for the Board of Trustees of the Endowment Fund Committee, the Chairman shall appoint the committees so designated.

Section 2. Duties

Chairman. The Chairman of the Board shall preside at all meetings of the Board and of the Executive Committee at which he may be present. If the Chairman is absent from any such meetings the Vice-Chairman shall act in his place.

Vice-Chairman. The Vice-Chairman of the Board will be responsible for conducting affairs in the absence of the Chairman.

Secretary. The President of the University shall serve the Board of Trustees, exofficio, as Secretary and shall perform for the Board the duties customarily associated with that office.

Article IV

Meetings

Section 1. Frequency and Purpose

The Board of Trustees shall hold four regular meetings per year, one in each quarter, at which the Board shall consider recommendations of the President of the institution, and transact such other business as may properly come before it. The Board of Trustees may also hold special meetings from time to time upon the call of the Chairman of the Board.

Section 2. Notification

The President shall notify members of the Board not less than ten days prior to regular meetings and not less than five days prior to special meetings, except in emergency situations in which a shorter notice may be authorized by the Chairman.

Section 3. Agenda

Insofar as practical, the President shall provide the Board members the agenda and related materials in advance of both regular and special meetings.

Section 4. Records

(a) The President shall keep minutes of all the meetings of the Board and of the Executive Committee; shall file, index, and preserve all minutes, papers and documents pertaining to the business and proceedings of the Board and of the Executive Committee.

(b) Within twenty days after each meeting of the Board, the President shall have transcribed the minutes of the meeting and mail a copy to each member of the Board. Within twenty days after each meeting of the Executive Committee, the President shall have transcribed the minutes of the meeting and mail a copy to each member of the Executive Committee, and after approval by the Executive Committee, a copy of the approved minutes shall be mailed to each member of the Board.

Section 5. Rules of Order

Except as changed by specific rules and regulations enacted by the Board, Roberts Rules of Order Revised (1951) shall constitute the rules of parlimentary procedure applicable to all meetings of the Board and its several committees.

Section 6. Executive Sessions

The Board may go into Executive Session as ordered by the Chairman without objection of the members, or by vote of the members.

Section 7. Motions, Resolutions, and Other Propositions

Insofar as practical, all motions, resolutions, or other propositions shall be reduced to writing before being voted on (except usual short parliamentary and minor motions).

Section 8. Attendance at Board Meetings by Non-Members of the Board

The Board or the President, with the approval of the Board Chairman, may invite to the Board or Executive Committee meetings such University or other personnel as may be of assistance or to have a recognized interest in the conduct of the Board's business.

Section 9. Absence from Meetings

Any member of the Board who finds he must be absent from a regular meeting shall submit in writing his reason for his absence to the Chairman of the Board. The Board will then, in regular session, determine if the absence was for just cause. Members of the Board are requested to write in advance of the meeting for which they cannot be present; failing that possibility, members are requested to write promptly after the meeting from. which they are absent.

Article V

Voting Powers of Board Members

(a) All members of the Board shall have the power to vote on all questions coming before the Board for consideration. No member, however, shall have the privilege of voting by proxy.

(b) Any member so requesting shall have his vote in the minutes and on request of any member the vote of each member shall be recorded.

(c) A quorum of the Board of Trustees for the transaction of business shall consist of a majority of the members of the Board.

(d) A quorum of any committee of the Board for the transaction of business shall consist of the majority of the members of the committee.

(e) All actions of the Board of Trustees or by any of its committees shall be taken by a majority vote, a quorum present.

(f) All action taken through mail ballot by a majority vote of the members of the Board shall be recorded in the Minute Book and become official action of the Board of Trustees.

Article VI

Committees of the Board

Section 1. Appointment of Committees

(a) Except as hereinafter provided, the Chairman of the Board shall appoint the standing and special committees of the Board. The Executive Committee shall consist of five members including the Chairman and Vice-Chairman of the Board of Trustees. The membership of the Endowment Fund Committee is specified in Article 4.

(b) Standing Committees of the Board are:

(1) Executive Committee
(2) Building Committee
(3) Legislative Committee
(4) Auditing Committee
(5) The Board of Trustees of the Endowment
Fund (Endowment Fund Committee)
(6) Instruction Committee
(7) Public Relations Committee

Section 2. Duties of Standing Committees

(a) The committees of the Board of Trustees shall have the powers and duties set forth in these By-Laws and such other powers and duties as the Board may delegate to them. They shall exercise their powers and perform their duties subject to the direction and approval of the Board. They may from time to time make recommendations to the Board for the establishment of new policies or any changes in existing policies. The Executive Committee, Building Committee, and the Instruction Committee have the authority to take interim action for the Board of Trustees in those committees' respective spheres of work and are to report such actions to the Board at its next regular meeting.

(b) Executive Committee. Subject to confirmation by the Board at its next meeting, the Executive Committee shall have the authority to take interim action on any recommendation of the President with respect to matters within the purview of the Board.

(c) Building Committee. The Building Committee shall consider matters relating to the grounds and buildings on the campus and other real property of the University. The Committee shall consider capital improvement requests and make recommendations in connection therewith to the Board. Also, the Committee is responsible for recommending architectural firms, approving building plans, and general oversight of construction quality and progress.

(d) Legislative Committee. The Legislative Committee advises and assists the President, and makes recommendations to the Board in matters relating to State legislation and the securing of University appropriations and allocations from the General Assembly and other agencies of the State.

(e) Auditing Committee. The Auditing Committee exercises supervision over postauditing activities related to the conduct and administration of the financial affairs of the University. It shall make recommendations it deems necessary for sound accounting and auditing practices.

(f) Endowment Fund Committee. The responsibilities of the Endowment Fund Committee are defined by the North Carolina General Statutes. See Article VII in these ByLaws.

(g) Instruction Committee. The Instruction Committee is responsible for making recommendations to the Board with respect to Board decisions affecting the type, quality, and character of instruction at the University. In this regard, it is responsible for reporting to the Board concerning recommendations of the President for new programs and degrees at the University.

(h) Public Relations Committee. The Public Relations Committee is responsible for making recommendations to the Board and advising and assisting the President in the maintenance of satisfactory relations with state officials, the legislature, faculty, students, alumni, parents, and the public.

Article VII

Endowment Fund

Section 1. Authority

(a) The Board of Trustees is authorized by the North Carolina General Statutes to establish a permanent endowment fund.

(b) The Board of Trustees shall appoint an investment committee, to be known as ''The Board of Trustees of the Endowment Fund of Western Carolina University'' which Board of Trustees of the Endowment Fund is hereby created as an agency of the Board of Trustees of the University to do the specific things hereinafter enumerated.

(c) The Board of Trustees of the Endowment Fund shall consist of five members, including the Chairman of the Board of Trustees of the University, the President of the University, and three other persons, not necessarily members of the Board of Trustees of the University, to be chosen by the Board of Trustees.

(d) The Chairman of the Board of Trustees of the University shall be the Chairman of the Board of Trustees of the Endowment Fund.

Section 2. Duties and Responsibilities

(a) The trustees of the Endowment Fund may receive gifts, donations, and bequests, may in their discretion retain such in the form in which they are made, and may use the same as a permanent endowment fund. The trustees may retain in such permanent endowment fund any other moneys or securities of any kind that may come to them from. the Board of Trustees of the Endowment Fund, excepting always the moneys received from State appropriations, and from tuition, fees, and the like, collected from students and used for the general operation of the University. The trustees of the Endowment Fund shall have power to sell any property, real or personal, of the fund, at either public or private sale.

(b) The trustees of the Endowment Fund shall be responsible for the prudent investment of the fund, in the exercise of their sound discretion, without regard to any statute or rule of law relating to the investment of funds by fiduciaries.

(c) The principal of the Endowment Fund shall be kept intact and only the income therefrom may be expended. The trustees of the Endowment Fund shall determine what is income and what is principal.

(d) It is not the intent that the income from such Endowment Fund shall take the place of State appropriations or any part thereof but that it shall supplement the State appropriations to the end that the institution may improve and increase its functions, -nay enlarge its areas of service and may become more useful to a greater number of people. All expenditures of moneys from the Endowment Fund shall in all cases be approved by the Board of Trustees of the institution and expended under the Board's direction. Funds from the Endowment Fund shall not be expended for a purpose which will impose a financial burden on the State of North Carolina without first securing the approval of the North Carolina State Board of Higher Education and the Advisory Budget Commission.

(e) The Board of Trustees of the University shall establish standards for such scholarships as may be awarded from proceeds of the Endowment Fund and may change or alter such standards from time to time.

(f) Nothing in this section shall be construed to prevent the trustees of the Endowment Fund from receiving gifts, donations, and bequests and from using the same for such lawful purposes as the donor or donors designate, subject always to the approval of the Board of Trustees of the institution, and subject, further, to the approval of the North Carolina Board of Higher Education, and the Advisory Budget Commission if the expenditure of funds would impose a financial burden on the State of North Carolina.

Article VIII

President

Section 1. Powers and Duties

(a) The President shall be the administrative and executive head of the University and shall not be a member of the Board of Trustees. He shall prepare annually for the Board of Trustees a detailed report of the operations of the institution for the preceding year and cause one copy thereof to be filed with the official records of the Board of Trustees and one copy to be filed with the North Carolina Board of Higher Education.

(b) The President of the University shall recommend courses of study, subject to the approval of the Board of Trustees, and further subject to the authority of the North Carolina Board of Higher Education to determine the major functions and activities of state supported institutions of higher education.

(c) The President, as the chief administrative and executive head of the institution, is authorized to act for the Board of Trustees and carry out its policies, decisions, and purposes; and it is by him that the management responsibilities of the Board are accomplished.

(d) All officers of the University shall perform such duties and shall have such powers as the President shall provide.

(e) The President shall have the power to make interim or non-tenure appointments pending concurrence by the Board at its next regular meeting. Following concurrence of the Board, the President may make tenured appointments, in accordance with the University's tenure regulations. It shall be customary procedure that concurrence of the Board shall be sought before appointments are made with respect to vice -presidencies, school deanships, and other administrative positions of comparable rank.

(f) The President is the only employee of the University authorized to speak publicly for the Board.

(g) It shall be the duty of the President of the University to attend all meetings of the Board of Trustees, to be responsible for the keeping of a full and complete record of such meetings, and to act as custodian of all records, deeds, contracts, and the like. It shall be the duty of the President to keep the Board of Trustees fully informed of the operations of the institution and its needs.

(h) Whenever the term of office of any member of the Board of Trustees is about to expire, or should a vacancy occur for any cause, the President, with the approval of the Chairman of the Board of Trustees, shall immediately notify the Governor, to the end that he may make an appointment to fill such vacancy.

Article IX

Communications to the Board

All communications to the Board of Trustees, or to one of its committees, from students, faculty, staff members, or others, must be in writing and must be filed with the President of the University in sufficient time to be included in the President's Report before any meeting of the Board or one of its committees. The only proper channel leading to the Board of Trustees is via the President of the University.

Article X

Amendment

These By-Laws may be amended at any Board of Trustees meeting by a two-thirds vote of the members present.

Dr. Hyde presented a revised committee list of the Board of Trustees and requested a vote concerning the Board of Trustees of the Endowment Fund of Western Carolina University. On motion by Mr. Walsh that these be approved, with a second by Mr. Mitchell the vote of the Board was unanimous.

COMMITTEES OF THE BOARD OF TRUSTEES
WESTERN CAROLINA. UNIVERSITY
Effective May 14, 1970

EXECUTIVE COMMITTEE:
Wallace Hyde, Chairman
Jack Abbott
Ted Jordan
Tom Mallonee, Vice Chairman
Modeal Walsh

INSTRUCTION COMMITTEE:
Modeal Walsh, Chairman
Arnold Hyde
Tom Mallonee
Harold Mitchell

BUILDING COMMITTEE:
E. J. Whitmire, Chairman
Arnold Hyde
Harold Mitchell
Clyde Norton
Charles Van Gorder
Wallace Hyde, ex-officio

PUBLIC RELATIONS COMMITTEE:
Tom Mallonee, Chairman
Carl Harman
E. J. Whitmire

LEGISLATIVE COMMITTEE:
Boyce Whitmire, Chairman
Ted Jordan
Tom Mallonee
Clyde Norton

AUDITING COMMITTEE:
Boyce Whitmire, Chairman
Carl Harman
Harold Mitchell

BOARD OF TRUSTEES OF THE ENDOWMENT FUND OF WESTERN CAROLINA UNIVERSITY*

Wallace Hyde, Chairman
Jack Abbott
Carl Harman
Charles Van Gorder
Alex S. Pow
E. J. Whitmire

Mr. Reed presented plans for the Board of Trustees Visitation Day, May 20, 1970. He indicated receipt to date of six acceptances and two who were unable to attend. He announced for the information of the Board the appearance of Julian Bond on campus for a speaking engagement during the evening of Trustees Day.

Dr. Turner next presented the list of new appointments (Exhibit No. I on file in the President's Office) and requested approval. Dr. Pow indicated that the appointments of Mr. Balliot, Dr. Brooks, and Dr. Reinhard had received approval by mail and requested confirmation of approval of these appointments. On motion by Mr. Harman, with a second by Mr. Walsh, all of these appointments were unanimously approved.

Dr. Turner presented the professor emeritus policy for approval (Exhibit No. 2, on file in the President's Office). On motion by Dr. Van Gorder seconded by Mr. Harman, the policy was unanimously approved.

Next, Dr. Turner presented a list of degree candidates for June, 1970, (Exhibit No. 3, on file in the President's Office), and, providing all requirements completed, requested the approval of the Board for awarding of degrees as indicated. Mr. Mallonee moved that the candidates be approved; Dr. Van Gorder gave a second to the motion, and the vote of the Board was unanimous.

Dr. Morrill presented the 1970 Graduate Catalogue (Exhibit No. 4, on file in the President's Office) for approval. Mr. Walsh moved that the catalogue be approved; Mr. Abbott seconded, and the vote of the Board was unanimous.

Dr. Pow introduced the proposed School of Health Sciences and Services (Exhibit No. 5, on file in the President's Office) with the statement that it would help coordinate existing programs and that this would be an aid in financing. Dr. Eller and Mr. Ramsey answered questions following which Mr. Walsh moved that the proposed school be established. This motion received a second from Mr. Abbott, and the vote of the Board was unanimous.

Dr. Morrill presented the proposed School Psychology Master's program (Exhibit No. 6, on file in the President's Office). Dr. Pow stated that this program had received interim approval from the Instruction Committee for submission to the State Board of Higher Education and requested confirmation from the Board of Trustees. On motion for approval of the program by Mr. Harman, seconded by Mr. Abbott, the vote of the Board was unanimous.

In the absence of Mr. E. J. Whitmire, Mr. Kirkpatrick presented the minutes of the meeting of the Building Committee on April 8, 1970 (Exhibit No. 7, on file in the President's Office). On motion by Mr. Mallonee, seconded by Mr. Abbott, the transactions of the Committee were approved.

Next, Mr. Kirkpatrick presented for ratification the bond interest subsidy agreement for two 400-unit dormitories (Exhibit No. 8, on file in the President's Office). On motion by Mr. Abbott, seconded by Mr. Mitchell, the agreement was accepted unanimously.

Mr. Kirkpatrick gave a progress report on proposed financing for the post office -bank-office building.

Mr. L. D. Hyde presented for consideration plans for a proposed Board of Visitors. Due to the absence of Mr. Boyce Whitmire who had expressed particular interest in some parts of this plan in a recent letter, on motion by Mr. Arnold Hyde, seconded by Mr. Mallonee, it was decided to postpone a decision on the Board of Visitors until a later meeting and because of wishes of members of the Board to analyze proposed membership further. During the discussion, the feeling was expressed that members of the Board of Trustees should attend the meetings of the Board of Visitors but not as members.

Dr. Pow and Dr. Hyatt outlined the plans for a meeting of the State Board of Higher Education on the Western Carolina University campus during May 15. Emphasis at this meeting was to be on the need for equalization of Western Carolina University among other comparable institutions, particularly in the matters of number of positions, salaries, library resources, and physical plant. The proposed program was also to include presentations on the various academic divisions by the respective deans and directors. Members of the Board of Trustees were invited to attend the sessions of the State Board which last met on this campus in 1964.

At 3:30 p. m. , Dr. Hyde adjourned the general session meeting and the Board immediately went into executive session. Open Meeting Act

There being no further business, the meeting adjourned at 4:15 p. m.

Respectfully submitted,

____________________________
Wallace N. Hyde, Chairman

____________________________
Alex S. Pow, Secretary