Article II: The Board of Governors

G1.01-2 Article II: The Board of Governors

Section 1. Composition of the Board

Voting Members
The Board shall be composed of ten members, consisting of nine voting members and one non-voting member as provided in Sections 174.450, 174.453.2 and 174.455 of the Revised Statutes of Missouri (Mo. Rev. Stat.). No person shall be appointed a member who is not a citizen of the United States and who has not been a resident of the state of Missouri for at least two years immediately prior to such appointment. Not more than five voting members shall belong to any one political party. On and after August 28, 2005, no more than one voting member shall be appointed to the Board from the same Congressional district. All voting members shall be appointed by the Governor of the State of Missouri, with the advice and consent of the Missouri State Senate, and as provided by Missouri statute.
Student Member (non-voting)
One full-time University student who is a resident of the state of Missouri shall serve as a non-voting representative to the Board. The student governor shall be selected in the manner described by Section 174.055 Mo. Rev. Stat. Such representative shall be entitled to attend all meetings and participate in all deliberations. The student governor shall be permitted to attend closed meetings of the Board, unless excluded in accord with Missouri law. The term "full-time", for purposes of this section, shall mean the student, if an undergraduate, is enrolled in at least twelve (12) semester hours for two semesters per academic year. If the student member is a graduate student, that student must be enrolled in at least nine (9) semester hours for two semesters per academic year.

Section 2. Term of Office

The term of office for the voting members shall be six years. The voting members of the Board of Governors serving on August 28, 2005, shall serve until the expiration of the terms for which they were appointed. For those voting members appointed after August 28, 2005, the terms of office shall be established in a manner where no more than three terms shall expire in a given year. The term of office of those appointed after June 12, 2006, shall end January 1 in years ending in an odd number. Voting members shall hold their office until their successors are duly appointed and qualified, except such as may be appointed to fill a vacancy, who shall hold office for the unexpired term.
If a voting member of the Board of Governors of Missouri State University is found by unanimous vote of the other governors to have moved such governor’s residence from the district from which such governor was appointed, then the office of such governor shall be forfeited and considered vacant.
Should the total number of Missouri congressional districts be altered, all members of the Board of Governors of Missouri State University shall be allowed to serve the remainder of the term for which they were appointed.
Should the boundaries of any congressional districts be altered in a manner that displaces a member of the Board of Governors of Missouri State University from the congressional district from which the member was appointed, the member shall be allowed to serve the remainder of the term for which the member was appointed.
The term of the student member shall be for two years.

Section 3. Offices

The principal office of the Board shall be located on the campus of Missouri State University, in Springfield, Missouri.

Section 4. Powers, Role and Responsibilities of the Board

Powers of the Board
The Board shall have and exercise the powers of general control and management of the University prescribed by Missouri statutes and Constitution, including those powers authorized by R.S. Mo. Chapter 172 pursuant to R.S. Mo. §174.457. Governors shall avoid involvements in the administration of the University except in an emergency or when exceptional circumstances occur.
The Board's Role and Responsibilities
The Board's role and responsibilities in carrying out its general control and management powers shall include, but not be limited to, the following:
1. To select, appoint, and remove the President of the University and set appropriate terms of employment, including compensation.
2. To monitor the performance of the President of the University.
3. To determine and periodically review the purposes and the mission of the institution.
4. To approve new educational programs and revisions to existing educational programs consistent with the University’s mission.
5. To develop and approve the long-range plans for the University.
6. To adopt bylaws and policies for the governance of its members, officers, agents, and employees (“governing policies”). These governing policies (a) describe the composition, powers and duties of the Board, (b) contain procedures for the functioning of the Board, and (c) contain policies established by the Board for the governance of the University.
7. To sue and be sued.
8. To complain and defend in all courts.
9. To take, purchase, and hold real estate, sell and convey, or otherwise dispose of the same.
10. To condemn and appropriate real estate or other property, or any interest therein for any public purpose within the scope of its organization, in the same manner and with like effect as is provided in Chapter 523, R.S. Mo.
11. To make and enter into contracts and other instruments as more fully set forth in Article VII of the Bylaws.
12. To make and use a common seal and to alter the same.
13. To approve the annual budget for the University and maintain its financial solvency.
14. To conduct or have conducted outside audits of University programs and finances.
15. To cause the physical plant of the University to be properly maintained.
16. To appoint and remove faculty members, staff members and non-academic employees and fix the terms and conditions of their employment, upon recommendation of the President of the University or the President’s delegee. Presentation to the Board at a regular or special meeting of the names of persons for appointment or removal shall constitute Presidential recommendation.
17. To authorize and approve the issuance of bonds on behalf of the University, as provided by statutes of the State of Missouri, and to execute all documents necessary to the issuance, sale, or redemption of said bonds.
18. To invest the Office of the Provost and the Vice President of Student Affairs with the power to expel, suspend, dismiss, or otherwise sanction any student in accordance with University policies.
19. To establish such corporate entities for the support of the University and carrying out the policies established by the Board as may be deemed necessary and appropriate by the Board, which are authorized by statutes of the State of Missouri, and in connection therewith, individual Governors may serve on the Board of Directors of such corporations.
20. To delegate so much of their authority as they deem necessary to such Board officers, the President of the University and staff members or to committees appointed by the Board. The President of the University is authorized to subdelegate to other University officers and employees the authority to execute contracts for the purchase of goods and services as approved by the Board, as well as contracts other than for the purchase of goods and services, but within the areas of responsibility of the officer or employee, and subject to parameters as determined by the President.
21. In recognition of the increasing financial impact of fringe benefits on the University and its employees, to reserve to the Board of Governors or its designated committee, notwithstanding any other provision of these Bylaws or policy, the determination and approval of fringe benefits, fringe benefit policies, eligibility and qualification.
22. To conduct hearings as more fully set forth in Article IX of the Bylaws and serve as a court of final appeal pursuant to University policy.

Section 5. Quorum

A majority of the Board shall constitute a quorum for the purpose of conducting any and all business of the Board, except in the case of the Committees, whose powers and limitations are outlined in Article IV. The act by a majority of voting members present at any meeting, with a quorum, shall be the act of the Board. No one Governor nor less than a majority of voting members present at a duly convened meeting of the Board, has any legal status.

Section 6. Annual Meeting

Unless otherwise ordered by the Board, the meeting in June shall be the annual meeting. On those occasions where the budget is presented to the Board for approval in any month other than June, and unless otherwise ordered by the Board, the meeting in which the budget is presented shall be the annual meeting of the Board.

Section 7. Regular Meetings

Regular meetings of the Board may be held on or near the third Friday of each calendar month at the campus of the University in Springfield, Missouri, or at such other location in the State of Missouri, as determined by the Board; however, the Board shall not be required to hold any such regular Board meetings, and by Board action may establish any other schedule which it deems appropriate.

Section 8. Special Meetings

Special meetings of the Board may be called at any time by the Chair of the Board, or in his/her absence, disability, or refusal to call such meeting, by written request of two or more members of the Board, or at the request of the faculty signed by the Chair or Vice-Chair thereof and certified by the Secretary.
If a special meeting is called, it may be conducted by conference phone by the Chair or Vice-Chair of the Board.
Notice of any special meeting, and of the business to be transacted thereat, shall be given to Board members at least twenty-four (24) hours prior thereto unless for good cause such notice is impossible or impractical in which case as much notice as reasonably possible shall be given and shall be recorded in the minutes.
No business other than that contained in the Notice, shall be transacted at such special meeting unless all members of the Board are present and consent thereto.

Section 9. Adjourned Meetings

Adjourned meetings may be ordered and held by the Board and reconvened at a time and place as designated by the President of the Board.

Section 10. Notice

The President of the University, or any other Officer of the Board, shall give written or oral notice stating the date, time and place of each regular Board meeting. The President of the University or any other Officer of the Board shall cause personal delivery or communication of the Notice or shall mail the Notice (by ordinary United States mail, postage prepaid) to each member of the Board.

Notice of Regular, Special and Closed Board Meetings shall be given to the public in accordance with a duly adopted policy statement required by the Missouri Open Meeting statute.

Section 11. Agenda and Proceedings

Roberts Rules of Order
Roberts Rules of Order (as periodically revised) constitute the final authority for parliamentary procedures and other proceedings deemed appropriate by the Board, at all Board meetings, except where such rules conflict with law or with these Bylaws.
Agenda Preparation and Distribution
In the preparation and handling of the agenda for Board meetings, the President of the University and the Chair of the Board shall prepare an agenda for each regular meeting. The agenda shall be distributed to Board members with the Notice of the meeting. A copy of the agenda shall also be placed in a prominent location in the room where the Board meeting is to be held so that it will be accessible to members of the public in attendance at the meeting.
Requests for Agenda Placement, Other than Board Members
Individuals other than Board members may request the Board to place an item on the agenda of any regular meeting by filing a written request with the Secretary of the Board not less than twenty-one (21) calendar days prior to the meeting date at which the matter is requested to be considered. The request shall be accompanied by a written summary of the subject matter of the proposed agenda topic describing the relevance of the topic, as well as providing any supporting documentation which the individual making the request believes is pertinent to and will assist the Board in its deliberations concerning the request. The Secretary to the Board shall forward the request to the Chair of the Board and to the President of the University. The Chair of the Board shall determine whether the item shall be placed on the agenda or referred to the administration for disposition. If the item is not placed on the agenda, the Secretary of the Board shall notify the Requestor of the disposition of the request at the next regularly scheduled Board meeting.
Requests for Agenda Placement, Board Members
Board members may request an item to be placed on the agenda by submitting a written request with the Secretary of the Board at least seven (7) calendar days prior to the meeting of the Board, subject to the same procedure applicable to non-Board members above. Board members shall not ask matters to be considered on the agenda at a convened session under the item of new business unless the majority of the Board members approve such request.
Open Meetings Requirement
All meetings and notices of meetings of the Board, or committees appointed by and which report to the Board, shall conform to the Missouri Open Meetings statute, and to the policy for open and closed meetings adopted by the Board in compliance with said statute.
Public Comment at Board Meetings
The Chair of the Board shall allow time for public comment on agenda items prior to final action being taken on any such item by the Board. It is within the discretion of the Chair to determine the amount of time to be allotted, provided individual speakers shall be limited to five (5) minutes unless a majority of the members of the Board present at the meeting determine otherwise. Each speaker shall be required to give his/her name, and affiliation, if any, prior to speaking to the issue.
Closed Meetings -
The Board, upon majority vote at any duly constituted meeting thereof, may close to the public its deliberations, records and vote concerning any of the following matters:
1. Legal actions, causes of action, or litigation, leasing, purchase or sale of real estate where public knowledge of the transaction might adversely affect the consideration therefore;
2. Any proceedings involving physical or mental health, scholastic probation, expulsion or graduation, or deliberations relating to the hiring, evaluation, firing, discipline or promotion of personnel employed by the University; and
3. All other deliberations, records or votes as authorized by the Missouri Open Meetings statute, § 610.021, R.S.Mo.
Chair's Right to Control
The Chair of the Board shall retain the authority to control the order of the meeting.
Recording Votes
All public votes taken at the Board meetings shall be recorded with “yea,” “nay,” or abstinence attributed to each voter. All records of public votes and public deliberations shall be open to the public for inspection and duplication. The Secretary of the Board shall record the votes on all motions or resolutions coming before the Board. The ayes and noes shall be entered on any vote if requested by any Governor present at the meeting.
Administrative Response
It shall be the policy of the Board not to take official action on any issue until it has first been presented to the President of the University for resolution and/or recommendation, and the Chair of the Board shall allow the President of the University sufficient time for appropriate administrative response, if so requested.

Section 12. Presumption of Assent/Consent Agenda

A Board member shall be presumed to have assented to the action taken on any matter at a Board of Governors’ meeting at which time he/she is present, unless dissent is entered in the minutes of the meeting at the time of the meeting. Such dissent may be later stated by the Board member by registered mail to the Secretary within two (2) business days after the adjournment of the meeting and shall be entered in the minutes.
Items shown on the established agenda for a meeting of the Board may be placed upon a consent agenda whereby all items placed thereon are approved by summary action of the Board. Items may be placed on the consent agenda by the Chair of the Board, the President of the University, or the Chairperson of any committee of the Board electing to place such items on the consent agenda, provided the same is accomplished no less than twenty-four hours prior to the meeting of the Board, and that the Secretary of the Board shall present such consent agenda to the members of the Board immediately prior to the convening of the meeting, provided, however, that any member of the Board may remove any item from the consent agenda by notifying the Chair of the Board of the election to remove the item any time prior to a vote being taken on the consent agenda. The consent agenda requires approval by a vote of the majority of the Board in attendance for passage and adoption of each item on the consent agenda.

Section 13. Governing Policies

The Board shall have the authority to adopt Governing Policies not in conflict with these Bylaws or the statutes of Missouri and to direct the President to revise Operating Policies. In this regard:

Governing Policies may be adopted, amended, or repealed at any meeting of the Board;
Governing Policies shall be effective upon adoption unless a different effective date is fixed by the Board;
The Secretary of the Board shall retain, organize and publish Governing and Operating Policies as set forth in Article X, Section 4 of these Bylaws.

Section 14. Attendance Policy

The following shall be the Attendance Policy of the Board:

If a member of the Board is found by unanimous vote of the other members to have failed to attend without good cause three (3) consecutive meetings of the Board in any calendar year, the office of such member shall be vacant.
If the Board member is found by unanimous vote of the other members to have moved such member's residence from the district from which the member was appointed, then the office of such member shall be vacant.
If the student representative to the Board ceases to be a student at the institution, or a resident of the State of Missouri, or fails to follow the Board's Attendance Policy, the student representative's position shall at once become vacant, unless the student representative's absence is caused by sickness or some accident preventing the student representative's arrival at the time and place appointed for the meeting.
If the vacancy shall occur by death, resignation, or from any other cause, the Chair of the Board shall notify the Governor of the State within thirty (30) days of such vacancy.