A. STATUTORY AUTHORITY AND COMPOSITION OF THE BOARD
Governance of the University is vested by law in the Board of Trustees, composed of seven self-perpetuating Successor Trustees and six Trustees elected for four-year terms by the General Assembly of South Carolina. The General Assembly shall, every two years, elect three Trustees who shall serve for a term of four years. The terms of the present elected Trustees of the Board expire on the thirtieth day of June of the year in which the terms are scheduled to expire. Trustee elections by the General Assembly shall not be held earlier than the first day of April for a term to begin the first day of July in the same year. Elections to fill vacancies on the Board that are caused by the death, resignation or removal of an elected Trustee may be held earlier than the first day of April of the year in which the unexpired term terminates, but the term of the person elected to fill the vacancy expires on the last day of June of the year in which the term of the former member would have expired.
The Board of Trustees shall establish general policy for the University, delegating administration to the President and his administrative officers.
The President of the University is elected by the Board of Trustees to serve at the pleasure of the Board. The President is the chief executive officer of the University and is entrusted by the Board of Trustees with the execution of its policies together with the internal government and administration of the University. The President shall serve as primary liaison for formal communication between the Board of Trustees and the faculty and staff of the University.
The Board of Trustees exercises jurisdiction over the educational, research, public service and fiscal policies of the University and is the final authority on all matters affecting the institution within the framework of legislative enactments.
The Board of Trustees performs the regulatory functions in the field of public service delegated to it by the General Assembly of South Carolina.
The Board of Trustees will acquire and dispose of real property as the best interest of the University dictates; specific with delegated authority addressed in other sections of this manual.
B. OFFICERS OF THE BOARD
The officers of the Board consist of a Chair, a Vice Chair and an Executive Secretary. The Executive Secretary of the Board is appointed by the Board to hold office at the pleasure of the Board.
At the Summer Quarterly meeting of the Board in odd-numbered years, the Board of Trustees shall elect one of its members to serve as Chair of the Board for a two-year term. The Chair shall be ineligible to serve more than three consecutive terms or to serve after reaching age 70; except that a Trustee who is elected Chair before his or her 70th birthday, and who reaches age 70 during his or her term as Chair, shall be eligible to serve the remainder of the current term.
The Chair shall preside over all meetings; appoint all committees not otherwise provided for; be an ex-officio member of all standing committees; execute all legal documents and instruments on behalf of the Board affecting interest in lands; and perform any other duties usually devolving to such an officer. At the request of the Chair of the Board, or when the Chair is absent, unable to act or in case of death, the Vice Chair shall discharge the duties of the office as Chair Pro Tempore.
In selecting a Chair, the following should be considered:
The Chair of the Board of Trustees is the Board’s leader in carrying out its policy role within the organizational framework of the Board. Strong leadership is paramount in developing an effective governing body with efficient policy control.
Specific duties include the following:
Within two months of the Summer Quarterly meeting in odd numbered years, the Chair shall appoint a nominating committee of two Trustees. If the Chair of the Board is not standing for reelection, or is ineligible to be reelected, the Chair will serve as an ex-officio member of the nominating committee; otherwise, the committee will operate independently of the Chair.
At least ten days before the Summer Quarterly meeting of the Board of Trustees in odd-numbered years, the nominating committee shall submit to all Trustees in writing, nominees for the Chair of the Board. Additional nominations for Chair of the Board may be from the floor or in writing to the Executive Secretary of the Board prior to the meeting. After all nominations have been made, the vote shall be by secret ballot by Trustees present and the Trustee receiving a majority vote shall be elected Chair of the Board.
Relationship with the President
The primary liaison with the President is through the Chair of the Board. With the exception of the Executive Secretary, the President is the only University executive with whom the Board officially deals. However, committees of the Board deal regularly with liaison representatives of the University appointed to serve in this capacity.
The principles governing the Board’s relationship with the President include the following:
2. Vice Chair of the Board of Trustees
The Vice Chair of the Board is elected by the Board of Trustees from among the Chair of the standing committees for a term of two years. The Vice Chair shall be ineligible to serve more than three consecutive terms or to serve after reaching age 70, except in the latter instance the Vice Chair may continue to serve until a successor shall be elected at the next meeting of the Board following the attainment of age 70. Qualifications for Vice Chair should, in general, be the same as those for Chair. At the request of the Chair of the Board of Trustees or in the Chair’s absence, inability to act or death, the Vice Chair of the Board discharges the duties of the office as Chair Pro Tempore of the Board of Trustees.
At the Board’s next meeting following the election of the Chair, any Trustee may nominate (in writing or verbally) a chair of any standing committee for Vice Chair of the Board. After all nominations have been made, the vote shall be taken by secret ballot (all Trustees present voting), and the member receiving the majority vote of the Board shall be elected Vice Chair.
3. Executive Secretary to the Board
The Board shall appoint an Executive Secretary, who shall hold office at the pleasure of the Board. The Executive Secretary shall record all proceedings of the Board, be the custodian of the University Seal and all records of the Board, and perform such other duties as may be assigned.
Duties of the Executive Secretary to the Board include the following:
C. BOARD MEETINGS
Seven members shall constitute a quorum for Board meetings. In accordance with Acts of the General Assembly, no real estate may be disposed of, no appropriated monies may be expended, nor may property or money realized from the sale of any property be sold, transferred or reinvested unless nine members of the Board agree thereto. Further, the Board reserves to itself for action by the Board the adoption of revised or new By-laws and the Statutes of the University.
1. Regular Meetings
There shall be four regular, quarterly meetings of the Board, normally in January, April, July and October. The July meeting will be the Annual Meeting. The day, time and place shall be determined by the Chair of the Board.
2. Special Meetings
It shall be the duty of the Chair of the Board (or the Vice Chair in the absence of the Chair) to call a special meeting of the Board whenever it shall be deemed necessary or upon the written request of five Trustees. In the latter case, said meeting shall be held within ten days of receipt of the five written requests or on a date agreeable to the requesting Trustees.
In cases when a Board decision is needed before the next regular Board meeting, a teleconference may be called by the Chair of the Board. In order to meet the requirements of state law, a Board meeting by teleconference or other electronic means must enable each participant to hear all other participants’ comments. The Executive Secretary and the University’s General Counsel shall be consulted if questions arise concerning the adequacy of electronic media.
4. Order of Business
The order of business for all meetings of the Board shall be:
(a) Roll call of members
(b) Approval of minutes of previous meeting
(c) Reports and recommendations of committees
(d) Reports and recommendations of the President of the University
(e) Unfinished business
(f) New business
5. Notice of Meetings
Written notice of all meetings of the Board shall be sent to each member of the Board at least five days prior to the date of the meeting. This requirement may be waived by unanimous consent.
6. Amendments to Operating Rules
These rules, orders, regulations, resolutions and by-laws here within Chapter V may be amended at any meeting of the Board by an affirmative vote of nine (9) members of the Board provided, however, that no proposal to amend or add to these may be considered by the Board at any meeting unless filed with the Executive Secretary and a copy thereof forwarded by the Executive Secretary to each member of the Board, along with written notice of such meeting, at least five days in advance.
It is expected that on occasion certain changes will be required. All rules, orders, regulations, resolutions and by-laws heretofore enacted or adopted by the Board, which are in conflict with those here within Chapter V, are hereby repealed.
D. STANDING COMMITTEES
The Board of Trustees operates through the following eight standing committees:
After the Summer Quarterly meeting of the Board of Trustees in odd-numbered years, at which the Board elects its Chair for a term of two years, the new Chair will, within thirty days thereafter, appoint the memberships of the standing committees of the Board.
Each committee consists of not less than three and usually not more than five Trustees, appointed by the Chair of the Board. The Chair of the Board also designates the chair and vice chair of each committee. Each committee will then meet upon the call of its chair. A Trustee Emeritus may be appointed as a member of a committee with the consent of the Emeritus Trustee. A Trustee Emeritus may attend committee meetings and participate in all discussion, but may not vote or serve as the chair or vice chair of a committee.
The President of the University, the Chair of the Board of Trustees, and the Executive Secretary to the Board of Trustees are ex-officio members of each committee. Each committee also has a liaison representative from the Administration. These representatives are assigned to committees as follows:
A majority of the appointed voting members of a committee shall constitute a quorum for the transaction of business. No official action item shall be considered without a quorum.
As the need arises the Board may by resolution create special committees with such functions, power and authority as it may determine. Unless otherwise provided in the resolution of the Board, the Board Chair shall determine the number of committee members, appoint its members and designate the committee chair and vice chair.
All committees of the Board will make recommendations for action to the Board, with their activities limited to advisory service to the Board on matters of policy.
1. Committee Meetings
At the Summer Quarterly meeting of the Board, dates for Board meetings for the next calendar year will be selected.
As soon thereafter as is practicable, the chair of each standing committee, after receiving advice and recommendations from the University liaison and the Executive Secretary, will select dates for committee meetings for the next calendar year. Unless special circumstances dictate otherwise, all committee meetings will be held the day prior to the quarterly Board meeting. After all committee dates have been selected, the Executive Secretary will notify Trustees, Trustees Emeriti, the media and other persons as appropriate of these dates. Once committee meeting dates have been established, they may be changed only with the approval of the Chair of the Board of Trustees.
After each committee meeting, the Executive Secretary will prepare a draft of the minutes for review by the University liaison and the chair of the committee. Thereafter, the Executive Secretary will prepare minutes in final form and distribute copies to Trustees, Trustees Emeriti and others as appropriate.