Article I - Membership
The Utah State University Board of Trustees shall consist of eleven persons: nine of whom are appointed by the governor with the consent of the Utah State Senate - one from southeastern Utah as mandated in the Utah State University-College of Eastern Utah Memorandum of Understanding - and two ex officio members — the president of the USU Alumni Association and the president of the Associated Students.
The nine appointed members serve for four-year terms, four expiring on June 30 of each odd-numbered year. The two ex officio members serve for the term of their respective offices.
Appointments made in filling a vacancy occurring before the expiration of the term shall be made for the remainder of the unexpired term. Regardless of the termination date of the term of office, all members shall continue to hold office until their successors have been appointed and qualified.
Each member shall take the official oath of office, which shall be filed with Utah State Archives.
Article II - Honorarium
Each member shall receive an honorarium, as provided by law, as compensation for services for attending meetings of the Board of Trustees. Each member shall also be paid the actual expenses incurred in attending to the authorized business of the Board of Trustees, if payment is authorized and approved by the Board of Regents.
Article III - Officers of the Board
During each odd-numbered year, the Board of Trustees shall elect one of its members to serve as chairman and another of its members as vice chairman. They shall hold office for two years or until their successors are chosen and qualified.
Article IV - Committees
The Board of Trustees may establish such standing and ad hoc committees, including non-Board of Trustees members, as it deems necessary to properly fulfill its responsibilities. The committees shall be advisory only, provided that the Executive Committee shall have authority to do the business of the Board of Trustees.
With the exception of the Executive Committee, all committee members and the chairmen of the committees shall be appointed by the chairman of the Board of Trustees for two-year terms.
With the exception of the Executive Committee, meetings of the committees shall be held upon the call of the committee chairman or a majority of the committee members. A majority of the members of a committee shall constitute a quorum.
1. Executive Committee
The Executive Committee shall be composed of five members, including the chairman and vice chairman of the Board of Trustees and three additional members elected biennially by the Board of Trustees. The chairman and vice chairman of the Board of Trustees shall serve as chairman and vice chairman, respectively, of the Executive Committee.
The Executive Committee shall have full authority of the Board of Trustees to act upon routine matters during the interim between Board of Trustees meetings. The Executive Committee may act on non-routine matters only under extraordinary and emergency circumstances. All actions by the Executive Committee shall be reported to the Board of Trustees at its next meeting following such action. The deliberations of the Executive Committee shall be recorded in the Board of Trustees minutes.
Meetings of the Executive Committee shall be called and held in compliance with the Utah Open and Public Meetings Act. Meetings may be held upon the call of the chairman or the vice chairman or the joint call of the three elected members. While any member of the Board of Trustees may attend Executive Committee meetings, only members of the committee may vote.
2. Audit Committee
The Audit Committee shall be composed of three to five members. This committee's purpose is to assist the Board of Trustees in carrying out its financial and fiduciary responsibilities. Responsibilities of this committee include:
- Receiving and reviewing the external auditor's written and verbal reports audits on the audits of Utah State University and the Utah State University Research Foundation annual financial reports.
- Reviewing the management letters and assessing the adequacy of the responses to the recommendations.
- Receiving and reviewing the internal audits and assessing the adequacy of the responses to the recommendations.
- Recommend to the full Board appropriate actions on the external and internal audit reports.
Article V - Functions & Responsibilities
The functions and responsibilities of the Board of Trustees are derived from the law of the State of Utah and those delegated by the Board of Regents, particularly in the Board of Regents Policy R220. They include but are not necessarily limited to:
1. Board of Trustees Statutory responsibilities
Utah law provides the Board of Trustees with four specific duties to:
- Facilitate communication between the institution and the community.
- Assist in planning, implementing, and executing fund-raising and development projects aimed at supplementing institutional appropriations.
- Perpetuate and strengthen alumni and community identification with the institution's tradition and goals.
- Select recipients of honorary degrees.
2. Approve or Recommend Selected Action Items Before Submission to the Board of Regents
On matters identified by the Board of Regents by policy or specific request, the Board of Trustees approves or recommends, whichever is specified by the Board of Regents policy or request, before these matters are submitted by the President to the Board of Regents.
3. Monitor and report to the Board of Regents
The Board of Trustees monitors and reports certain matters identified by the Board of Regents by policy or specific request. The Commissioner provides the Board of Trustees with the relevant Board of Regents policy and the procedures for monitoring and reporting. The Board of Trustees reports to the Board of Regents regarding institutional compliance with such Board of Regents Policy, or progress on specific matters.
4. Consult with the Board of Regents
The Board of Regents may consult or seek direct assistance from the Board of Trustees. This is accomplished through invitations to Board of Trustees to serve on special committees established by the Board of Regents (e.g., presidential search committees) or through other contacts.
Petition the Board of Regents
The Board of Trustees, after notifying the President of its intention to do so, may petition the Board of Regents directly on any matter the Board of Trustees views to be of importance to the institution.
Article VI - Meetings
Regular and special meetings of the Board of Trustees may be called by the chairman of the Board of Trustees or, in the chairman's absence, the vice chairman of the Board of Trustees, or by a majority of the members.
All meetings of the Board of Trustees shall be in compliance with the Utah Open and Public Meetings Act.
Notice of the time and place of Board of Trustees meetings and the business to be acted on at such meetings shall be provided to each Board of Trustees member at least seven days before the meeting by the Secretary of the Board of Trustees, except as otherwise provided for by the Utah Open and Public Meetings Act.
A quorum for conducting the business of the Board of Trustees shall consist of six members. Board of Trustees action may be taken by majority vote whenever a quorum is present.
Proxy voting shall not be permitted at meetings of the Board of Trustees or at meetings of it committees.
The Board of Trustees may meet in executive session as provided by law.
Telephone or Electronic Equipment Meetings
Meetings of the Board of Trustees may be held by telephone or electronic equipment if:
- All Board of Trustees members are given notice of such meeting as follows:
- Notice at least five (5) days in advance of such meetings.
- All Board of Trustees members are notified at least twenty-four (24) hours in advance of such meetings.
- All Board of Trustees members participating can hear each other at the same time.
Participation by such means shall be equivalent to being present in person at the meetings.
Article VII - Amendments
These Bylaws may be amended at any regular Board of Trustees meeting by a majority vote, provided that a copy of the proposed amendment shall be given to each Board of Trustees member at least seven days before action on the amendment is taken.
I certify that the Bylaws of the Board of Trustees of Utah State University were revised and (pages 1 through 6) were approved by the Board of Trustees in a meeting held on 20 April 1991; amended 20 September 1996 (Article IV-5); amended 15 June 2001 (Article IV-6); amended 11 January 2002 (Article IV-2, 3, 4, 5, 6).
Sydney M. Peterson
Secretary of the Board of Trustees