The University Record, February 18, 2002

Board of Regents changes governance bylaws; elects chair

By Julie Peterson,
Office of the Vice President for Communications,
and Laurel Thomas Gnagey

The Board of Regents adopted a revised governance structure and elected a chair of the board Feb. 14, but not without opposition and a counterproposal.

Deitch
Changes made to the Regents Bylaws provide for the election of a chair and vice chair, two standing committees and the opportunity for other special committees as needed. Regent Laurence Deitch was elected chair immediately after the bylaw revisions were passed by a vote of 6–2.

Under the revised bylaws, the chair and vice chair will be elected by a majority vote of the board and serve for a two-year term, beginning July 1 of every even-numbered year. The exception is this initial term, which will begin immediately and run through June 30, 2004. The board will elect the next chair and vice chair at least 60 days before the expiration of the term of the current chair and vice chair.

Primary duties of the chair will be to appoint the members of committees, and to serve as chair when the board forms a committee of the whole. The chair also will assist the president in developing the agenda for each board meeting. If the president is unable to attend a board meeting, or must be out of the room during any part of the meeting, the chair will preside over the meeting. If the chair is temporarily unable to perform his or her duties, the vice chair will assume those duties.

In nominating Deitch, Regent S. Martin Taylor said, “I would strongly suggest that we leave open the position of vice chair at this moment.” Taylor wants board members to have an opportunity to think about where they would fit in the new governance structure.

Included in their options are serving on one of two standing committees established to advise the board on specific subject areas and to present periodic reports and recommendations. The Finance, Audit and Investment Committee will focus on the University’s internal controls and financial reporting, and investment policies and practices. The Compensation and Personnel Committee will assist the board in evaluating the performance of and determining the appropriate compensation level for the president, and will advise the president on the performance of and compensation for executive officers.

Brandon
The standing committees each will be composed of three regents. They will advise the board, but will not have the power to bind the board on any matter. Additional committees may be appointed by the chair as needed and their duties prescribed by the members of the board. Board membership on any committee will be less than a quorum (five voting members) of the board. In outlining the bylaw revisions, Regent David Brandon said the new committee structure, set to coincide with the two-year term of the chair, would allow all regents to participate in committees at some point during their terms.

The board also amended its bylaws to allow for advances in technology that enable regents to participate in meetings from a distance. The changes allow a quorum to be reached by regents participating via conference telephone or video conference. Emergency action may be taken by a vote of regents by fax or electronic mail, in addition to previous provisions for emergency votes by telephone or mail.

Maynard
The Brandon, Taylor and White resolution, named after the board members bringing it forward, was opposed by Regents Olivia Maynard and Rebecca McGowan. Saying she would rather the board not make any changes in its governance structure at this time, Maynard brought an alternate proposal forward because of what she described as “deep concerns” about the Brandon, Taylor and White resolution.

Specifically, she listed three differences in her plan. The first involved rotating regents through the positions of chair and vice chair in a “non-political” selection process, rather than having an election. She also proposed allowing the board to establish committees “when and as needed,” rather than have the chair in control of appointing standing committees.

While she agreed with the need to amend the bylaws to allow board members to participate in meetings from a distance using telephone and video technology, Maynard wanted a quorum of five regents physically present.

“Teleconferencing by five or more on a regular basis keeps the public from participating in and observing meetings. Public meeting notice of our meetings implies that it is the obligation of the board, at least five of us, to be physically present.”

Regent McGowan agreed with Maynard’s plan and likened it to the system at Michigan State, which she said works very well. Maynard’s substitute resolution was defeated 2–6.