Board of Trustees

Administrative Divisions

By-Laws of the Board of Trustees of Western Carolina University

(Adopted September 5, 1974)

(Revised May 7, 1996)

(Revised December 4, 1996)

(Revised June 4, 1997)

(Revised December 2, 1998)

(Revised March 1, 2000)

(Revised June 2, 2006)

(Revised September 1, 2006)

BY-LAWS

THE BOARD OF TRUSTEES

WESTERN CAROLINA UNIVERSITY

ARTICLE I

Powers and Duties of the Board

Section I.

A.   General Powers

1.   The general powers and duties of the Board of Trustees of Western Carolina University (hereinafter "Board") are defined by these By-laws, The Code of the University of North Carolina, the "Delegations of Duty and Authority to Boards of Trustees" promulgated by the Board of Governors, and the General Statutes of the State of North Carolina. The Code, adopted by the Board of Governors, defines and describes the structure and operation of the University of North Carolina. The provisions of The Code, the "Delegations of Duty and Authority to Boards of Trustees," and the General Statutes of North Carolina shall supersede these By-laws in the event of conflict.

2.   The Board shall promote the sound development of Western Carolina University (hereinafter "University") within the functions prescribed for it, helping it to serve the State in a way that will complement the activities of the other institutions and aiding it to perform at a high level of excellence in every area of endeavor. The Board shall serve as advisor to the Board of Governors on matters pertaining to the institution and shall serve as advisor to the Chancellor concerning the management and development of the institution. [See G.S. 116-33]

B.   General Duties

1.   Personnel

a.   The Board will consult with the Chancellor regarding all recommendations for appointment to either a faculty position with permanent tenure or a senior administrative position, namely vice chancellors, provosts, deans, and directors of major educational and public service activities.

b.   The Board will be notified concerning all faculty and administrative positions, other than those identified in subparagraph a. above, and other than those subject to the State Personnel Act.

2.   Personnel Policies

a.   The Board may adopt personnel policies not otherwise prescribed by State law, The University Code, or policies of The Board of Governors, for personnel in all categories of University employment.

3.   Chancellor Selection

 
a. In the event of a vacancy in the Chancellorship, the Chairman shall appoint a selection committee, subject to confirmation by the Board, composed of representatives of the Board, the faculty, the student body, and the alumni. The Board, following receipt of the report of the selection committee, shall recommend at least two names for consideration by the President in designating a nominee for the Chancellorship, for approval by The Board of Governors.

[NOTE: For additional information on Chancellor Selection, see Delegations of Duty and Authority to Boards of Trustees as amended to June 1, 1988]

C.   Academic Programs

1.   The Board shall be responsible for insuring the institution's compliance with the educational, research, and public service roles assigned to it by The Board of Governors, either by express directive or by promulgated long-range plans of The Board of Governors.

D.   Honorary Degrees, Awards, and Distinctions

1.   The Board shall be responsible for approving the names of all individuals on whom it is proposed that an honorary degree or other honorary or memorial distinction be conferred by the institution.

[NOTE: See resolution of March 3, 1988, establishing the Trustees' Award]

E.   Budget Administration

1.   The Board shall advise the Chancellor with respect to the development of budget estimates and with respect to the execution and administration of the budget as approved.

F.   Property and Buildings

1.   Construction of Buildings

 
a. The Board shall be responsible for the following matters concerning campus capital construction projects which have been approved by The Board of Governors and authorized by the State of North Carolina: (1) the selection of architects or engineers for buildings and improvements requiring such professional services; (2) the approval of building sites; (3) the approval of plans and specifications; and (4) the final acceptance of all completed buildings and projects.

[NOTE: See resolution of May 5, 1989 regarding naming of buildings.]

2.   Campus Master Plan

a.   The Board shall be responsible for preparing and maintaining a master plan for the physical development of the University, consistent with its total academic and service mission.

3.   Acquisition and Disposition of Real Property

a.   The Board shall recommend to the Board of Governors any proposal it approves involving the acquisition or disposition of any interest in real property provided, that if the proposal involves an interest in real property which is valued at less than $50,000, the Board may authorize such transaction and proceed to obtain the necessary approvals from appropriate State officials and agencies, without first obtaining the approval of The Board of Governors.

G.   Endowments and Trust Funds

1.   The Board shall be responsible for the preservation, maintenance, and management of all properties, both real and personal, funds and other things of value which, either separately or in combination, constitute all or any part of the authorized endowment or trust funds, either currently in existence or to be established in the future. [See G.S. 116.11(2); 116-12; 116-36.]

H.   Tuition, Fees, and Deposits

1.   The Board shall:

(a) cause to be collected from each student, at the beginning of each semester, quarter, or term, such tuition, fees, and other amounts necessary to pay other expenses for the term, [See G.S. 116-11(7) and G.S. 116-143.]

(b) require the payment of such advance deposits, at such times and under such conditions, as may be required. [See G.S. 116-143.]

(c) require the payment of such nonrefundable application fees, in connection with each application for admission, as may be required. [See G.S. 116-143.]

(d) shall establish regulations concerning the acceptance of obligations of students, together with such collateral or security as may be deemed necessary or proper, in lieu of cash, in payment of tuition and fees. [See G.S. 116-143.]

I.   Student Services

1.   The Board, upon recommendation of the Chancellor, shall determine the type, level, and extent of student services (such as health care, athletic programs, and counseling) to be maintained for the benefit of students.

J.   Traffic and Parking Regulations

1.   The Board shall have and exercise authority for the regulation of traffic and parking and for the registration of motor vehicles operated on the campus. [G.S. 116.44.3 et.seq.] The Chancellor shall be responsible to the Board for enforcement of all such traffic regulations.

K.    Auxiliary Enterprises, Utilities, and Miscellaneous Facilities

1.   The Board shall have authority and responsibility for the adoption of policies applicable to the control and supervision of campus electric power plants and water and sewer systems, other utilities and facilities [See G.S. 116-35].

L.    Other Powers

1.   The Board shall have such other powers and duties not inconsistent with The Code of The University of North Carolina or with applicable provision of State law, as shall be defined and delegated by the Board of Governors [G.S. 116-33 and 116-11(14)].

ARTICLE II

Membership of the Board of Trustees

Section I.

A.   Membership and Term of Office

1.   The Board is composed of thirteen persons chosen as follows: (i) eight elected by the Board of Governors; (ii) four appointed by the Governor; (iii) the president of the student government of the institution, ex officio. [See G. S. 116-31(d).] In every odd-numbered year after 1973, The Board of Governors shall elect four persons to the Board and the Governor shall appoint two persons to the Board; and the terms of office of all such elected or appointed trustees (excluding ex officio trustees) shall be four years, commencing on July 1 of such odd-numbered years. [Compare G. S. 116-31(e) and (f).]

2.   From and after July 1, 1973, whenever any vacancy shall occur in the membership of the Board among those appointed by the Governor, it shall be the duty of the Secretary of the Board to inform the Governor of the existence of such vacancy, and the Governor shall appoint a person to fill the unexpired term, and whenever any vacancy shall occur among those elected by the Board of Governors, it shall be the duty of the Secretary of the Board to inform the Board of Governors of the existence of the vacancy, and The Board of Governors shall elect a person to fill the unexpired term. Whenever a member shall fail, for any reason other than ill health or service in the interest of the State or nation, to be present for three successive regular meetings of the Board, his place as a member shall be deemed vacant. [See G. S. 116-31(j).]

3.   Any person who has served two full four-year terms in succession as a member of the Board shall, for a period of one year, be ineligible for election or appointment to the Board.

 ARTICLE III

Officers of the Board

Section I.

A.   Election

1.   Chairman, Vice Chairman, and Secretary

 
a. At the first meeting after June 30 of each year, the Board shall elect from its membership a Chairman, a Vice Chairman, and a Secretary. [See G.S. 116-32.] Any person who has served two full one-year terms in succession in one office shall, for a period of one year, be ineligible for election to that office.

[NOTE: The last sentence was amended by the Board on December 4, 1996.]

2.   Assistant Secretary

 
a. The Board may also elect an Assistant Secretary, from among the members of the Chancellor's staff. Copies of all minutes, papers, and documents of the Board may be certified by its Assistant Secretary with the same force and effect as though such certification were made by the Secretary of such board.

Section II.

A.   Duties

1.   The Chairman of the Board shall preside at all meetings of the Board and at the Executive Committee of which he may be Chairman. If the Chairman is absent from any such meeting, the Vice-Chairman shall act in his place. The Chairman, unless otherwise prohibited by actions by The Board of Governors, shall appoint all committee's chairmen and committees of the Board subject to confirmation by the Board.

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

3.   The Secretary of the Board shall keep The Board of Governors, through the Secretary of the University, fully and promptly informed concerning activities of the Board, including notice of any changes in the membership of the Board or in its committee structure or bylaws, notices of meeting, and a copy of the minutes of all meetings.

 
ARTICLE IV

Meetings

Section I.

A.   Frequency

1.   The Board shall hold one regular meeting each calendar quarter and may hold such additional meeting as may be deemed desirable.

B.   Rules of Procedures

1.   Roberts Rules of Order (latest edition) shall be the rules of parliamentary procedure to be followed by the Board and its committees except as the Board chooses to adopt other specified rules of procedure.

C.   Notification

1.   The Chancellor 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.

D.   Agenda

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

E.   Records

1.   The Chancellor’s Office shall file, index, and preserve all minutes, papers, and documents pertaining to the business and proceedings of the Board and of all Board committees.

F.   Executive Sessions

1.   All meetings of the Board shall be open to the public except Executive Sessions as prescribed in the General Statutes.

 
G. Motions, Resolutions, and other Propositions 1. Insofar as practical, all motions, resolutions, or other propositions shall be reduced to writing and circulated with the agenda before being voted on (except usual short parliamentary and minor motions).

ARTICLE V

Voting Powers of Board Members

Section I.

A.   All members 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 recorded in the minutes and, on request of any member, the vote for each member shall be recorded.

C.   A quorum for the transaction of business shall consist of a majority of the members of the Board.

D.   A quorum of any committee for the transaction of business shall consist of the majority of the members of the committee. Ex-officio members shall not be counted in determining a quorum. If a quorum is not present at any meeting, however, an ex-officio member may be counted to reach a quorum.

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

ARTICLE VI

Committees of the Board

Section I.

 
A. General Provisions

The Chairman of the Board shall appoint, subject to confirmation by the Board, the chairs and the members of the standing and special committees of the Board. Each committee chair shall appoint a secretary. The secretary may be, but need not be, a member of the Board. Each member of the Executive Committee shall be an ex-officio member of every other standing committee.

B.   Standing Committees of the Board are:

1.   Executive Committee

2.   Academic Affairs and Personnel Committee

3.   Administration, Finance, and Audit Committee

4.   Alumni,Honorsand External Affairs Committee
5. Student and Athletic Affairs Committee

Section II.

A.   Duties of Standing Committees

1. General Provisions

The Committees of the Board 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.

 
2. Executive Committee

The Executive Committee shall consist of the Chairman and Vice Chairman, the Chairman of each standing committee and the Immediate Past Chairman, providing he or she is a member of the Board. The Executive Committee shall have the authority to take interim action on any recommendation of the Chancellor with respect to matters within the purview of the Board. It shall report such action to the Board in writing no later than ten days after acting unless the Board is scheduled to meet within thirty days of the action taken. Any such action will be presented to the Board for discussion and consideration at the Board’s next regular meeting.

 
3. Academic Affairs and Personnel Committee

The Academic Affairs and Personnel Committee shall consider and make recommendations to the Board on:

(i)     matters relating to the instruction and research programs of the University and on matters relating to admissions;

(ii)     the appointment of all senior administrative officers (tier one);

(iii)     the tenure of faculty;

(iv)     all institutional policies and regulations governing faculty tenure and promotion;

(v)     appeals from faculty members which involve questions of promotion and tenure when Board action is appropriate under The Code;

(vi)     appeals concerning faculty grievances and disciplinary cases when Board action is appropriate under The Code.

 4.   Administration, Finance, and Audit Committee

a.   The Administration, Finance, and Audit Committee shall advise the Chancellor with respect to the development, execution, and administration of the budget of the University.

b.   The Administration, Finance, and Audit Committee shall consider and make recommendations to the Board on matters relating to:

(i)     the grounds and buildings on the campus and other real property of the University except that falling under the jurisdiction of the Endowment Fund Board of Trustees;

(ii)     the control of the electrical distribution system, water and sewer systems, and other auxiliary facilities, pursuant to provisions of State law and policies of the Board of Governors;

(iii)     parking, traffic, and vehicle registration; campus security; and tuition and fees.

c.   The Administration, Finance, and Audit Committee shall serve as the Audit Committee of the Board of Trustees. In this capacity, the Committee shall review external audits of the University and advise the Chancellor and the Board on matters relating to the fiscal integrity of the institution.

 d.   The Administration, Finance, and Audit Committee shall determine whether a potential conflict of interest by the board members, chief executive officer, or chief financial officer is a permissible or impermissible activity and make recommended findings as to whether the conflict of interest policy has been violated.

5.   Alumni, Honors and External Affairs Committee

a.   The Alumni, Honors and External Affairs Committee shall review and make recommendations to the Board as follows:

(i)     in all areas pertaining to advancement (including athletic fundraising activities); public affairs; and alumni affairs efforts of the University;

(ii)     regarding the formulation of University policies affecting the public information, public affairs, and public services areas.

(iii)     the names of all individuals on whom it is proposed that an honorary degree or other honorary or memorial distinction be conferred by the University.

b.   The Alumni, Honors and External Affairs Committee shall also:

(i)     keep the Board informed concerning programs, campaigns, operations, and investments of the Development Foundation of Western Carolina University;

(ii)     be concerned with the public image of the University;

(iii)     be concerned with the work of the North Carolina General Assembly as it relates to the University. The Committee shall keep the Board informed of legislative activities and shall make recommendations to the Board on actions to be taken in making the University's position known to members of the General Assembly.

6.   Student and Athletic Affairs Committee

a.   The Student and Athletic Affairs Committee shall consider and recommend to the Board on matters relating to:

(i)     student financial aid.

(ii)     student services.

(iii)     student conduct, activities, and government.

(iv)     the intercollegiate athletics program.

b.   The Student and Athletic Affairs Committee shall hear appeals from aggrieved students when such appeals are referred to the Committee by the Chairman of the Board and make recommendations to the full Board as to the resolution of such appeals. The action of the full Board on such appeals shall be final except as otherwise provided in The Code of the University of North Carolina.

ARTICLE VII

Endowment Fund

Section I. General Provisions

A.    The Board hereby creates an investment committee, in accordance with the provisions of paragraph B below, to be known as "The Board of Trustees of the Endowment Fund of Western Carolina University." (hereinafter "Board of the Endowment Fund") The Board of the Endowment Fund shall have all powers and duties provided by both N.C.G.S. 116-36 and the rules and regulations of The Board of Governors of The University of North Carolina.

B. The Board of the Endowment Fund shall consist of six members: the Chairman of the Board; the Chancellor; the Chairman of the Administration, Finance, and Audit Committee of the Board; and three members elected by the Board, upon nomination by the Chairman of the Board, and may or may not be members of said Board. (Revised 03/01/2000)

The terms of the three elected members of the Board of the Endowment Fund shall be three years each. The Chairman of the Board shall be the ex officio Chairman of the Board of the Endowment Fund. The Board of the Endowment Fund shall adopt such procedures as it deems necessary for determining a quorum; for voting by members; for the keeping of the minutes of the meetings and for the transaction of business.

[NOTE: Rules of Procedure have been adopted by the Board of the Endowment Fund and were last amended on March 23, 1990.]

ARTICLE VIII

Communications to the Board

Section I.

A.   All communications to the Board , or to one of its committees, from students, faculty, or staff members, must be in writing and signed and transmitted through the Chancellor to the Board or the committee.

B.   The only proper channel leading from the University community to the Board, or to a committee of the Board, is through the Chancellor of the University.

 ARTICLE IX

Amendment

Section I.

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