POL 01.05.01 – Board of Trustees (BOT) Bylaws

Authority: Board of Trustees

History: First Issued: September 18, 1982. Last Revised: November 3, 2023.

Additional References:
NC General Statute § 143 – State Departments, Institutions, and Commissions
NC General Statute § 146 – State Lands
BOT Guidance on Chancellor Compensation

Contact Info:
Vice Chancellor and General Counsel (919-515-3071)
Chief of Staff and Secretary of the University (919-515-2191)

1. ORGANIZATION

1.1 Membership

1.1.1 North Carolina State University shall have a Board of Trustees composed of fifteen persons chosen as follows:

1.1.1.a Eight elected by the Board of Governors of The University of North Carolina (UNC),

1.1.1.b Six appointed by the General Assembly under N.C.G.S. 120-121, three of whom shall be appointed upon the recommendation of the President Pro Tempore of the Senate and three of whom shall be appointed upon the recommendation of the Speaker of the House of Representatives, and

1.1.1.c The President of the Student Body, ex officio.

1.1.2 Members (excluding the ex officio trustee) are elected or appointed to the Board of Trustees as follows:

1.1.2.a In every odd-numbered year, the Board of Governors shall elect four persons to the Board of Trustees.

1.1.2.b Beginning in 2025, and every four years thereafter, and the General Assembly shall appoint one person upon the recommendation of the President Pro Tempore of the Senate and one person upon the recommendation of the Speaker of the House of Representatives to the Board of Trustees.

1.1.2.c Beginning in 2027, and every four years thereafter, the General Assembly shall appoint two persons upon the recommendation of the President Pro Tempore of the Senate and two persons upon the recommendation of the Speaker of the House of Representatives to the Board of Trustees.

1.1.3 The term of office of all such elected or appointed trustees (excluding the ex officio trustee) shall be four years or until successors are elected or appointed commencing on July 1 of such odd-numbered year.

1.1.4 Whenever any vacancy shall occur in the membership of the Board of Trustees among those appointed by the General Assembly, it shall be the duty of the Assistant Secretary of the Board of Trustees to inform the General Assembly of the existence of such vacancy, and the vacancy shall be filled as provided in N.C.G.S. 120-122, and whenever any vacancy shall occur among those elected by the Board of Governors, it shall be the duty of the Assistant Secretary of the Board of Trustees to inform the Board of Governors of the existence of the vacancy, and the Board of Governors shall elect a person to fill the expired 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 of Trustees, that member’s place shall be deemed vacant.

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

1.1.6 No member of the General Assembly or officer or employee of the State, UNC, or any constituent institution shall be eligible for election or appointment as a member of the Board of Trustees. No spouse of any member of the General Assembly, or of an officer or employee of North Carolina State University shall be eligible for election or appointment as a member of the Board of Trustees. Any trustee who is elected or appointed to the General Assembly or who becomes an officer or employee of the State, UNC, or of any constituent institution or whose spouse is elected or appointed to the General Assembly or becomes an officer or employee of North Carolina State University shall be deemed thereupon to resign from membership on the Board of Trustees.

1.1.7 No person may serve simultaneously as a member of the Board of Trustees and as a member of the Board of Governors. Any trustee who is elected or appointed to the Board of Governors shall be deemed to have resigned as a trustee effective as of the date that the person’s term commences as a member of the Board of Governors.

1.2 Officers

1.2.1 At the first meeting after June 30 of each year, the Board of Trustees shall elect from its membership a Chair, a Vice Chair, and a Secretary, each of whom shall serve for a term of one year and until a successor is elected. A Chair who is serving a second consecutive year as Chair is ineligible for reappointment as Chair until one year has elapsed from the end of the second consecutive year of service. If a vacancy occurs for any of these officers, the Board of Trustees shall elect a person to serve for the remainder of the unexpired term. These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Board of Trustees.

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

1.3 Committees

1.3.1 The Board of Trustees shall have the following standing committees: Audit, Risk Management and Finance Committee; Buildings and Property Committee; University Advancement and External Affairs Committee; University Affairs Committee; and Executive Committee. The Board may create such other committees as it deems appropriate. The Chair of the University Advancement and External Affairs Committee shall serve ex officio as a member of the Board of Trustees of the Endowment Fund.

1.3.2 The officers of the Board, the immediate past Chair for the first year following their term as Chair (if applicable), and one trustee to be nominated by the Chair for the Board’s approval to serve at-large shall constitute the Executive Committee, which shall be chaired by the Board Chair. In the event there is no immediate past Chair, the Chair shall nominate for the Board’s approval one additional trustee to serve at-large on the Executive Committee. The Executive Committee shall be empowered to act for the Board between trustee meetings with the responsibility to report on its actions at the next Board meeting.

1.3.3 With the exception of the Executive Committee (whose membership is described in Section 1.3.2), at the first meeting after June 30 of each year, the newly elected Chair shall appoint the members of the standing committees and designate a chair for each committee. The Board Chair will assign each trustee to serve on two standing committees each year. In making assignments, the Board Chair will balance trustees’ interests, expertise and experience on the committees. The goal will be for a balance of new and returning trustees on each committee, with a rotation of committee leadership to provide all trustees the opportunity to serve on multiple committees during a four year term. The Chair of the Board shall be an ex officio member of all standing committees and shall count for purposes of determining whether a quorum is present at a committee meeting.

1.3.4 The Board of Trustees may delegate to its committees such of its powers as it deems appropriate except for those powers which are expressly delegated to the Board of Trustees by the Board of Governors without the power to sub-delegate. Each committee shall present to the Board for its approval a description of committee responsibilities and such descriptions shall be reviewed and updated as the Board deems appropriate. The specific delegated authority, responsibilities and assignments of each committee are set forth in the “Board of Trustees Delegations of Authority and Committee Responsibilities” document that is reviewed and updated by the Board of Trustees from time to time and is maintained by the Assistant Secretary of the Board of Trustees. To the extent that document is inconsistent with these Bylaws, these Bylaws control.

1.3.5 A Nominating Committee shall be appointed on or after July 1 of each year by the Chair and shall consist of not less than three nor more than five members of the Board. The Chair shall not serve as a member of the Nominating Committee. The Nominating Committee shall be responsible for presenting a slate of nominees to the Board at its first regular meeting on or after July 1 of each year. The slate of nominees shall contain at least one nominee for each of the officers of Chair, Vice Chair, and Secretary. Members of the Nominating Committee shall recuse themselves from the discussion and vote for any office to which they are being nominated. Guidelines for the Nominating Committee are set forth in the “BOT Delegations of Authority and Committee Responsibilities” document that is reviewed and updated by the Board of Trustees from time to time and is maintained by the Assistant Secretary of the Board of Trustees. To the extent that document is inconsistent with these Bylaws, these Bylaws control.

2. MEETINGS

2.1 Regular Meetings

There shall be not fewer than three regular meetings of the Board of Trustees each year. Meetings are usually held the third Thursday and Friday in February, April, September and November. A summer meeting may be held on a mutually agreeable date. A notice specifying the time and place of each regular meeting of the Board shall be posted by the Assistant Secretary on the Board of Trustees’ website. If the date of a regular meeting is changed, the Assistant Secretary shall change the posting and notify each member of the Board at least ten (10) calendar days in advance of the meeting date. Any matter of business may be considered at a regular meeting.

2.2 Special and Emergency Meetings

2.2.1 A special meeting of the Board of Trustees or of a standing committee with delegated authority may be called by the Board Chair or by the Chancellor. A special meeting of the Board of Trustees may also be requested upon the written request of not fewer than seven (7) members of the Board, directed to the attention of the Assistant Secretary, who shall notice a special meeting upon receipt of the sixth written request. A notice specifying the time and place of a special meeting shall be communicated by the Assistant Secretary to each member of the Board so that it is received at least forty-eight (48) hours in advance of the meeting date. Any matter of business may be considered at a special meeting.

2.2.2 When deemed necessary by the Board Chair or by the Chancellor, the Board Chair may conduct an emergency meeting of the Board with immediate notice. Only business connected with the emergency may be considered at the meeting.

2.2.3 A special or emergency meeting may be conducted by electronic means provided that the arrangements for such meeting comply with the applicable State laws concerning the conduct of electronic meetings of public bodies.

2.3 Agenda

2.3.1 At least seven (7) days prior to each regular meeting of the Board of Trustees, a copy of the agenda, including (insofar as is practicable) copies of all reports and other written materials to be presented to the meeting, shall be provided to each member of the Board by the Assistant Secretary. Insofar as is practicable, a copy of the agenda of each special meeting of the Board shall be sent to each member of the Board at least seven (7) days in advance of the special meeting; however, if such advance mailing is not practicable, the agenda for a special or an emergency meeting may be presented to the members of the Board as the first order of business at the meeting. No items may be considered at a special meeting except as contained on the agenda.

2.3.2 The agenda for every meeting of the Board shall be prepared by the Chancellor in consultation with the Chair. Every request for inclusion of an item on the meeting agenda shall be put in writing and filed, together with any supporting documents, with the Chancellor sufficiently far in advance of the meeting to permit a determination to be made by the Chancellor with respect to the propriety and practicability of including that item on the meeting agenda.

2.3.3 Any member of the Board of Trustees may present to any regular meeting of the Board any item whether or not the item is on the meeting agenda, but no final action shall be taken on an item not on the agenda except by unanimous consent.

2.4 Conduct of Business

2.4.1 Quorum. A quorum for the conduct of business of the Board of Trustees shall consist of a majority of the voting membership of the Board then in office. Any voting member who is present at a meeting of the Board or of a committee, or who attends a special or emergency meeting of the Board or of any meeting of a committee by telephone, video conference, or other electronic means that allows for two-way voice interaction, will be counted as present for purposes of determining a quorum.

2.4.2 The Chair shall preside over all regular and special meetings of the Board of Trustees. In the absence of the Chair, the Vice Chair will preside. In the absence of the Chair and Vice Chair, a presiding officer shall be elected by and from the membership of the Board of Trustees.

2.4.3 All members of the Board of Trustees may vote on all matters coming before the Board for consideration. Any voting member of the Board or of a Board committee who attends a special or emergency meeting of the Board or of any meeting of a committee by telephone, video conference, or other electronic means that allows for two-way voice interaction may cast the member’s vote by that electronic means. No vote concerning any matter under consideration by the Board or by a committee of the Board may be cast in absentia by mail, facsimile, or electronic mail.

2.4.4 Except as modified by specific rules and regulations enacted by the Board of Trustees, Robert’s Rules of Order Newly Revised (latest edition) shall constitute the rules of the parliamentary procedure applicable to all meetings of the Board of Trustees and its several committees.

2.5 Minutes

2.5.1 The Secretary or Assistant Secretary shall take minutes of all meetings of the Board of Trustees; shall file, index, and preserve all minutes, papers, and documents pertaining to the business and proceedings of the Board; shall be custodian of all records of the Board; when required the Secretary or Assistant Secretary, shall attest the execution of all legal documents and instruments of North Carolina State University at Raleigh.

2.5.2 Within a reasonable period after each meeting of the Board of Trustees, the Secretary or Assistant Secretary shall transcribe the minutes of the meeting and provide a copy to each member of the Board.

2.6 Closed Session

2.6.1 By vote of a majority of the members present at any meeting of the Board of Trustees, the meeting may be closed to the public, subject to applicable State laws concerning when and how closed sessions may be motioned and held.

2.7 Keeping Board of Governors Informed

2.7.1 The Assistant Secretary of the Board of Trustees shall keep the Board of Governors, through the Secretary of The University of North Carolina, fully and promptly informed concerning activities of the Board of Trustees, including notice of any changes in the membership of the Board or in its committee structure or bylaws and notices of meetings.

3. POWERS AND DUTIES

3.1 General Powers and Duties

3.1.1 The Board of Trustees shall promote the sound development of North Carolina State University at Raleigh within the functions prescribed for it, helping it to serve the people of 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 of Trustees shall serve as advisor to the Board of Governors on matters pertaining to North Carolina State University at Raleigh and shall also serve as advisor to the Chancellor concerning the management and development of the institution. The Chancellor shall be the official medium of communication between the Board of Trustees and all individuals, officials, agencies and organizations, both within and without the institution.

3.2 Other Powers and Duties

3.2.1 The Board of Trustees shall have such other powers and duties, not inconsistent with provisions of The Code of The University of North Carolina or with applicable provisions of State law, as are specified in said Code or as shall be defined and delegated by the Board of Governors.

4. AMENDMENT OF BYLAWS

4.1 Amendment of Bylaws

4.1.1 These bylaws may be amended at any regular or special meeting of the Board of Trustees by an affirmative vote of a majority of the members of the Board if the substance of the amendment has been filed in writing with the Secretary or Assistant Secretary and a copy has been sent to each member of the Board at least seven (7) days prior to the meeting at which the amendment is to be voted upon.

5. SUBORDINATION TO UNIVERSITY CODE

5.1 Subordination to University Code

To the extent that any of these bylaws may be inconsistent with The Code of The University of North Carolina, as the same may be amended from time to time, said Code shall control.