Missouri State University

Article III: Officers of the Board; Powers and Duties

Section 1. Officers

The officers of the Board shall be the Chair, Vice–Chair, Secretary, Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may, from time to time, elect.

Section 2. Election and Terms of Office

The Board shall discuss selection of the Chair and Vice-Chair during  the meeting held in connection with summer commencement each year for the purpose of succession planning. The Chair, Vice-Chair, Secretary, and Treasurer shall be elected at the regular meeting of the Board held during the University’s homecoming festivities each year. Officers’ terms of office shall commence on the first day of January immediately following a Board election. Officers shall serve until their successors’ terms commence, or until their earlier resignation, disqualification, death or removal from office. Officers may be elected to successive terms.

Section 3. Vacancies and Removal

  1. Vacancies in offices of the Board shall occur as a result of an Officer's resignation, disqualification, death, or removal.
  2. Any officer elected by the Board of Governors may be removed at any time (with or without cause) by a vote of the majority of the entire Board.
  3. The Vice-Chair is the presumptive successor to the Chair of the Board and shall fill any vacancy in the Chairmanship for the unexpired term of such office, until a successor is chosen and qualified, or until resignation, disqualification, death or removal from office, whichever occurs first in time. The Board shall fill all other Officer vacancies by selecting (when and as determined by the Board) new Officers to serve until the next annual election and until their successors are chosen thereat and qualified, or until their earlier resignation, disqualification, death, or removal from office.

Section 4. Chair of the Board; Duties and Powers

  1. The Chair of the Board shall be chosen from its membership.
  2. The Chair of the Board has the special responsibility of leadership. The Chair of the Board shall:  supervise, manage and control the business of the Board, subject to the authority herein given to the Board of Governors; participate in shaping the agenda; preside at all meetings of the Board, with right to vote on all questions; direct Board discussion, head off digressions and get problems clearly and fairly presented; harmonize divisiveness and, when necessary, act as disciplinarian; execute deeds, bonds, contract, or other instruments necessary to conduct the business of the University which the Board has authorized to be executed, except where the execution thereof has been expressly delegated by the Board or the Bylaws to another officer or agent of the Board or University, or is required by law to be otherwise executed; shall coordinate with the Vice-Chair a smooth transition of leadership, including training of the Vice-Chair; and, shall perform all other duties normal and incidental to the office required by statute or otherwise, or as prescribed by the Board from time to time.

Section 5. Vice-Chair of the Board; Duties

  1. The Vice-Chair of the Board shall be chosen from its membership.
  2. The Vice-Chair of the Board shall perform the duties and exercise the powers delegated by the Board, or the Chair of the Board, is the presumptive successor as Chair of the Board, and shall serve in the absence or disability of the Chair, as provided above.
  3. The Vice-Chair will become prepared to act as Chair the following year by attending meetings and other training opportunities as requested by the Chair.

Section 6. Secretary of the Board; Duties

  1. The Secretary of the Board need not be a Board member.
  2. The Secretary of the Board shall be appointed by the Board and serve at its pleasure and shall be under the supervision of the Board. The Secretary of the Board shall:  attend all meetings and record votes; keep minutes of such meetings in books provided for that purpose; administer all notices in the manner required by the Bylaws or by law; be custodian of the Board records and seal, and when authorized by the Board, affix the seal to any document or instrument of the University requiring a seal; and in general, perform all duties as may be required by the Board.  If the Secretary is absent from any meeting, the Board may select any of their number, or any Assistant Secretary, to act as a temporary Secretary.

Section 7. Treasurer of the Board

  1. Appointment 
    The Board shall appoint a Treasurer and fix his/her duties and responsibilities, and he/she shall serve at the pleasure of the Board.  No member of the Board shall be elected Treasurer.
  2. Reporting Responsibility 
    The Treasurer of the Board, shall perform the acts and duties of the office, and shall discharge the responsibilities thereof under the control and direction of the Board.
  3. Bond Required 
    The Treasurer of the Board shall, before entering upon the duties of the office, enter into a bond to the State of Missouri, with a surety approved by the Board, in a penal sum of not less than $150,000, said bond to be conditioned upon full performance of all duties required by law as Treasurer, which bond shall be filed with the Secretary of the Board.
  4. Duties 
    The Treasurer of the Board shall receive, keep, and disburse all monies under control of the Board, and make reports of the same to the President of the University, to the Board, the State Board of Education, and the General Assembly annually, as required by the Board and by statute.  The Treasurer of the Board shall report all receipts and disbursements of the University to the Board at its annual meeting.  The Treasurer of the Board shall also make and furnish to the State Board of Education in the month of August of each year, an abstract which shall contain a full account of all monies received and disbursed by the University during the preceding year, stating from what source received and on what account paid out the amount paid to each faculty member and officer of the University.  The same report shall be submitted to the General Assembly, under oath, every two years covering the preceding two calendar years.  The Treasurer shall cause a report, in the form of the University’s budget or otherwise, containing a classified statement of the receipts and disbursements of the institution during the preceding biennial period, and the amounts annually paid to the President, the professors and other teachers, officers and employees of the University, to be furnished to the legislature on or before the third Monday of each regular session.

Section 8. Vacancies

Any vacancy in any office of the Board caused by any reason may be filled by the Board for the unexpired term.