1. MEMBERSHIP

1.1. The membership of the University of Utah Board of Trustees consists of ten persons, eight of whom are appointed by the Governor with the consent of the Senate.  The President of the University of Utah Alumni Association serves as the ninth member, and the President of the Associated Students of University of Utah (ASUU) serves as the tenth member of the Board.  Utah Code Ann. s 53B-2-104.

1.2. The eight appointed members serve for four-year terms, four expiring on June 30 of each odd-numbered year.  The two ex officio members serve for the terms of their respective offices.

1.3. Appointments made in filling a vacancy occurring before the expiration of the term shall be made for the remainder of the unexpired term.  Regardless of the termination date of the term of office, all members shall continue to hold office until their successors have been appointed and qualified.

1.4. Each member shall take the official oath of office prior to assuming the office.  The oath shall be filed with the Lt. Governor’s Office.

1.5. Each member of the Board of Trustees shall receive an honorarium as provided by law as compensation for services for attending meetings of the Board of Trustees.  Each member shall also be paid the actual expenses incurred in attending to the authorized business of the Board of Trustees, if payment is authorized and approved by the Regents.

2. FUNCTIONS AND RESPONSIBILITIES

2.1. The Board of Trustees may exercise such powers and authorities established by law, policies of the State Board of Regents or their specific delegation, University policies, and such other powers and authorities not specifically denied by the State Board of Regents or by law and as may be necessary and proper to ensure the effective and efficient administration and operation of the University.

2.2. The Secretary to the Board of Trustees will make available to the Trustees a manual setting forth applicable provisions of law or regulations setting forth the powers, responsibilities and authority of the Board.  The manual shall include the Board of Trustees Statement of Responsibilities and Code of Conduct and the Board of Trustees Conflict of Interest Policy. The manual will be revised as necessary to reflect current provisions.

2.3. As provided in the Board of Trustees Conflict of Interest Policy, each Trustee is required to complete annually a Trustee Disclosure Statement identifying all material financial interests that could present a conflict of interest in the discharge of their duties.

3. OFFICERS/ELECTIONS

3.1. The Board of Trustees shall elect one of its members to serve as chair and another of its members to serve as vice chair.  They shall hold office for two years and until their successors are chosen and qualified.

3.2.  Elections of the Chair and/or Vice Chair ( as applicable) shall first be conducted by confidential ballot, with the appointments thereafter subject to ratification by Board members at the in-person or telephonic June or August Board meeting immediately prior to the beginning of the two year terms of the incoming Chair and/or Vice Chair. Any Trustee may nominate himself or herself, or any other Trustee, for the position of newly-elected Chair or Vice Chair. Notwithstanding the foregoing sentence, the President of ASUU may not serves as Chair or Vice Chair.

At least sixty (60) days prior to the Board meeting, the then-serving Chair will have distributed among Trustees a confidential ballot which identifies those Trustees nominated to fill the Chair and/or Vice Chair vacancies; provided that each such nominee has previously confirmed his or her willingness to serve in the capacity for which he or she is nominated. The Confidential ballot will permit Trustees to nominate Trustees for Chair and/or Vice Chair not already identified in the ballot. The confidential ballots must be returned to the designated Board administrative assistant no less than thirty (30) days prior to the scheduled in-person or telephonic meeting, as applicable.

(i) If no new nominees are presented on the returned confidential ballots, the nominees for Chair and/or Vice Chair receiving the highest number of favorable votes will be the presumptive newly-elected Chair and Vice Chair, as applicable, subject to ratification by the full Board at the meeting.

(ii) If new nominees are presented on any of the returned confidential ballots, at the Board meeting the Chair will distributed a new confidential ballot that includes all prior nominees, and the newly identified nominees. The Trustees in attendance will then engage in a second vote by confidential ballot and, as a consequence of this second ballot, the nominees for Chair and/or Vice Chair receiving the highest number of favorable votes will be the presumptive newly-elected Chair and/or Vice Chair, as applicable, subject to ratification by the full Board at the meeting. If time permits, and at the election of the Chair, the foregoing second election by confidential ballot my be conducted electronically prior to the in-person or electronic meeting at which election of such nominees(s) shall be presented for Board ratification.

Assuming a quorum in present at the in-person or telephonic meeting, Trustees in attendance will then vote on whether to ratify formal appointment of the presumptive Chair and Vice Chair. Formal appointment of the Chair and Vice Chair shall be deemed ratified if a majority of those Trustees present at the meeting vote in favor of such ratification.

4. COMMITTEES

4.1. Executive Committee.  The Board of Trustees shall establish an Executive Committee which shall consist of three to five members.  The Chair and Vice Chair of the Board of Trustees shall serve as the Chair and Vice Chair of the Executive Committee. The Chair of the Audit Committee shall serve on the Executive Committee.  These three individuals will select one or two additional Trustees to serve on the Executive Committee.  Members of the Executive Committee shall serve two year terms or until their successors are chosen and qualified.  The Executive Committee shall have authority as to the business of the Board of Trustees as stated in Utah Code Annotated 53-B-2-104 (6) (b), which provides for the following:

(i) The board of trustees may provide for an executive committee in its bylaws.

(ii) If established, the committee shall have full authority of the board of trustees to act upon routine matters during the interim between board of trustees meetings.

(iii) The committee may act on non-routine matters only under extraordinary and emergency circumstances.

(iv) The committee shall report its actions to the board of trustees at its next regular meeting following the action.

Meetings of the Executive Committee may be held upon the call of the Chair or the Vice Chair.  A quorum consists of three members participating in the Executive Committee Meeting.

4.2. Audit Committee.  The Board of Trustees Audit Committee shall consist of at least three but no more than five members, including at least three members of the Board of Trustees. The Committee members will be appointed by the Chair of the Board of Trustees. Members of the Audit Committee shall serve two year terms, or until their successors are chosen and qualified. Unless a Committee Chair is appointed by the Board Chair, the members of the Committee may designate a Chair by majority vote. When practicable, at least one of the committee embers should have financial expertise either through professional certification or experience.

The Committee shall meet at least three times per year, with additional meetings as needed. The Committee may invite institutional administrators, auditors, and others to attend meetings and provide pertinent information. Once a year, or more often if needed, the Committee Chair or Committee may meet alone with the Chief Audit Executive.

The arrangements described in the preceding paragraph are not intended to in any way diminish the capacity of the Chief Audit Executive to have direct access to the President or to the Trustees.

Consistent with Board of Regents policies and professional standards, the Audit Committee shall periodically review and approve the Internal Audit Department Charter.

4.3. Honors Committee.  The Board of Trustees will establish an Honors Committee consisting of six members. The President of the Alumni Association shall serve as Chair of the committee and the ASUU President shall be a member of the Committee.  The Executive Committee shall select three Trustees and one faculty representative to serve on the Committee.  Committee members (other than the ASUU President) shall serve two year terms.

The purpose of the Honors Committee is to serve, in consultation with the President of the University, as an advisory body to the Board of Trustees on recommendations for honorary degrees, portraits and other honors as may appear appropriate in the discretion of the Committee.  During the Spring semester of each year, nominations for honorary degrees shall be invited from the Board of Trustees as well as the University faculty, student body, staff, alumni and community at large.  The President, in consultation with the Committee, will select the commencement speaker and forward her/his name to the Committee for consideration to receive an honorary degree.  The Committee will consider nominations for University-commissioned portraits after such requests have been submitted to and approved by the President. It is the function of the Committee to review all nominations for honors and to recommend selected individuals to the full Board for receipt of honors.

4.4.  Additional Ad Hoc Committees.  In addition to the Executive Committee, Audit Committee and  Honors Committee, which are standing committees, the Board of Trustees may establish such additional ad hoc committees as it deems necessary to properly fulfill its responsibilities.  The ad-hoc committees shall be composed of three to five members and shall be advisory only.  Members of the ad hoc committees and the chairs of the ad-hoc committees shall be appointed by the Executive Committee of the Board of Trustees.  Committee members shall serve for two-year terms or until their successors are chosen and qualified. The Executive Committee, with the approval of the Board of Trustees, may appoint to committees persons who are not members of the Board and shall define their roles and set their terms of appointment.

4.5. With the exception of the Executive Committee, meetings of the standing and ad hoc committees may be held upon the call of the committee chair or a majority of the committee members.  Each standing and ad hoc committee chair will periodically present updates to the Board of Trustees at a regular Board of Trustees meeting concerning the work of the committees.

4.6. ASSIGNMENT OF TRUSTEES TO COMMITTEES AND BOARDS

4.6.1. In addition to their assignments to the standing committees of the Board, Trustees may serve on other committees or boards of the University.  The Chair of the Board of Trustees will assign members of the Board to serve on other campus committees or may appoint a non-Trustee to serve as a representative of the Board.  When serving on other committees or boards, the primary function of the Trustee (or Board representative) is to act as liaison between the Board of Trustees and the specific committee or board on which the Trustee sits.  Because of the large number of committees and boards on which Trustees are invited to serve, it may not be feasible to have a Trustee assigned to each and every committee or board requesting a Trustee as a member.  In cases where it is not feasible to have a Trustee serve on a particular committee or board, the Board of Trustees may invite the committee or board to select one of its regular members to serve as liaison to the Board of Trustees.  If a committee or board desires such an arrangement, the Chair and Secretary of the Board will work with the representative from the committee or board to determine his/her functions and duties.

4.6.2. Trustees (or Board representatives) who serve on other University committees will periodically present updates to the Board of Trustees at a regular Board of Trustees meeting concerning the work of the University committees.

5. MEETINGS

5.1. Unless otherwise provided for by a majority vote of the Board of Trustees, regular meetings of the Board of Trustees shall be held once each month, upon appropriate notice, except for during the months of January, May, July and September.  The standing committees may meet as needed and as called by the chair or by a majority of the members of each standing committee.

5.2. Special meetings of the Board may be called by the Chair of the Board of Trustees, or in the Chair’s absence the Vice Chair of the Board, or by a majority of the members.

5.3. All meetings of the Board of Trustees (and of the Executive Committee when acting on behalf of the full Board) shall be in compliance with the Utah Open and Public Meetings Act.  All standing committees (other than the Executive Committee when acting on behalf of the full Board) are advisory only and are not subject to the requirements of the Utah Open and Public Meetings Act.

5.4. A quorum for conducting the business of the Board of Trustees shall consist of six members, whether present in person or present by means of electronic equipment.  Board action may be taken by majority vote whenever a quorum is present.

5.5. Proxy voting shall not be permitted at meetings of the Board.

5.6. The Board of Trustees may meet in Executive Session as provided by law.

5.7. Meetings of the Board of Trustees may be held electronically in accordance with the following guidelines and requirements:

5.7.1. Electronic Board meetings may be conducted by telephone, telecommunication, or computer conference.

5.7.2. So long as a quorum of the Board is physically present for a meeting, other members of the Board may participate in the meeting electronically without a formal approval process.  If fewer than a quorum of the Board is physically present at a Board meeting, any member of the Board may request the electronic Board meeting and the meeting must be approved by a quorum of the Board. Approval may occur at the Board meeting in question.

5.7.3. Members of the public are not entitled to request electronic meetings of the Board or to monitor or participate in Board meetings from remote locations.

5.7.4. Electronic Board meetings shall originate from the location  in which Board members would meet if the meeting were not being held electronically (the “Anchor location”).

5.7.5. In any electronic Board meeting, at least two members of the Board must be physically present at the anchor location.

5.7.6. For any electronic Board meeting, the Board must provide space, facilities and equipment at the anchor location so that interested persons and the public may attend and monitor the open portions of the meeting including the comments made by Trustees participating in the meeting from remote locations.

5.7.7. Notice of each electronic Board meeting will be provided to the public at least 24 hours prior to the electronic meeting and in accordance with the requirements of Utah Code Ann. ‘ 52-4-207.  The notice will include a description of electronic means to be used to connect remote Trustees to the Board meeting.

5.8. Absent specific law, regulation, resolution or action to the contrary, Roberts’ Rules of Order shall apply to the Board of Trustees proceedings.

6. AMENDMENTS

6.1. These bylaws may be amended at any regular Board meeting by a majority vote, provided that a copy of the proposed amendment shall be given in writing to each Trustee at least seven days before action on the amendment is taken (or upon shorter notice if approved by a vote of 2/3rds of the Trustees).

6.2. These bylaws are subject to applicable provisions of law.  To the extent of any inconsistency between these bylaws and such law, or in the event applicable law is later amended to become inconsistent with these bylaws, these bylaws shall be deemed amended accordingly.

Approved by the Board of Trustees on March 9, 2021