The Board of Trustees of

NC State UniversityResponsibilities, Duties &

Delegated Authority

July 15, 2010

The UNC System

• The University of North Carolina system is composed of 17 different “constituent institutions.”

• Each constituent institution has its own separate Board of Trustees, to which the Board of Governors can “delegate any part of its authority over the affairs of any institution….”

• Membership consists of 13 trustees – 8 elected by BOG, 4 appointed by Governor, and the Student Body President (ex officio)1

The BOT’s Role

• The BOT is primarily meant to be a governing board.

• The Chancellor, meanwhile, is the administrative and executive head of the institution and exercises complete executive control, subject to the direction of the President. 2

• The Chancellor is responsible for carrying out the policies of the Board of Governors and the BOT.

• Maintaining and respecting these boundaries is vital if the BOT is to be effective and successful.– See EFFECTIVE GOVERNING BOARDS: A GUIDE FOR MEMBERS OF

GOVERNING BOARDS OF PUBLIC COLLEGES, UNIVERSITIES, AND SYSTEMS, at 37 (AGB Press 2010).

Fiduciary Responsibilities• The BOT has a fiduciary relationship with the University and must act within the

duties of good faith, loyalty and due care.3

• Good Faith4

– Discharge duties honestly, fairly, and conscientiously.

• Loyalty5

– Avoid conflicts of interest and self dealing.– The University comes first and should receive the full benefit of all transactions.

• Care and Due Diligence6

– Be knowledgeable (Attend meetings, be engaged, know bylaws and policies, know university mission, read all required materials)

– Be sure to maintain confidentiality.

Ethical Responsibilities

• University trustees are “covered persons” and are held to a high ethical standard as detailed in the State Ethics Act, N.C. Gen. Stat. Chapter 138. Periodic ethics education is mandatory.

• Avoidance of Conflicts of Interest (real and perceived)– Should not knowingly use public position in an official action that will

result in financial benefit to yourself, your family, or a person or business with which you are associated.

• Public Disclosure of Economic Interests (SEIs)– Annual disclosure of personal and financial interest is important to

avoid potential conflicts of interest with the University.

Ethical Responsibilities

• Lobbying– Not allowed to receive gifts from lobbyists.

• Gifts– Should not knowingly, directly or indirectly, ask, accept,

demand, solicit, seek, assign, receive, or agree to receive anything of value for yourself, another person in return for being influenced in the discharge of official responsibilities.

The BOT’s Sources of Authority

• General authority is granted by the following;– N.C. General Statutes (N.C. Gen. Stat.), Chapter 1167

– The Code of the Board of Governors of the University of North Carolina (The Code), Chapter 48

• More specific authority is delegated to the BOT by the Board of Governors– “The powers and duties of each board of trustees…shall be

defined and delegated by the Board of Governors.”• N.C. Gen. Stat. § 116-33; see also The Code § 403(b), Policy Manual

Chapter 100.1, Appendix 1

The BOT’s General Duties

• Each Board of Trustees shall;– promote the sound development of the institution within the

functions prescribed for it– serve as advisor to the Board of Governors on matters

pertaining to the institution and – serve as advisor to the Chancellor concerning the

management and development of the institution.– have such other powers and duties, as shall be defined and

delegated by the Board of Governors. • See N.C. Gen. Stat. § 116-33; see also The Code § 403(a)

and (b).

Statutorily Derived Duties & Authority

• Special Responsibility Constituent Institution designation granted to NC State in 1991 pursuant to N.C. Gen. Stat. §116-30.1,which gives the administration authority as delegated for personnel, purchasing and capital projects, as well as day-to-day management of the institution’s operations.

• NC State’s purchasing authority is five hundred thousand dollars ($500,000) pursuant to N.C. Gen. Stat. § 116-31.10.

Statutorily Derived Duties & Authority• Permitting Recruiter Access (N.C. Gen. Stat. § 116-33.1)

– If a BOT provides persons or groups which make students aware of educational and occupational options access to its campus and students, it must allow the same access to official military recruiting representatives of the State and the United States.

• Establish & Maintain an Endowment Fund and a Distinguished Professor’s Endowment Fund– Establish and maintain an endowment fund and appoint an investment board to be

known as "The Board of Trustees of the Endowment Fund of ______" (here shall be inserted the name of the constituent institution). (N.C. Gen. Stat. § 116-36)

– Establish and maintain a Distinguished Professors Endowment Trust Fund to function as a depository for private contributions and for the State matching funds for the challenge grants.9 (N.C. Gen. Stat. § 116-41.15 and 116-41.17)

Statutorily Derived Duties & Authority

• Campus Law Enforcement (N.C. Gen. Stat. § 116-40.5)– Each BOT may establish a campus law enforcement

agency and employ campus police officers and may authorize mutual aid agreements.10

• Management Flexibility (N.C. Gen. Stat. § 116-40.22)– For senior personnel, tuition and fees, and information

technology.11

Statutorily Derived Duties & Authority

• Tuition & Fees (N.C. Gen. Stat. § 116-40.22(c))– Each BOT may recommend to the Board of Governors tuition and

fees for program‑specific and institution‑specific needs at that institution…

• Payment of Tuition & Fees (N.C. Gen. Stat. § 116-143(b))– If students are unable to pay the cost of tuition and fees as they

become due, in cash, BOTs are authorized and empowered, in their discretion, to accept the obligation of the student together with such collateral or security as they may deem necessary and proper…

Statutorily Derived Duties & Authority• Full Scholarship Students/Residency (N.C. Gen. Stat. § 116-

143.6(a))– A BOT may, by resolution adopted, consider as residents of North

Carolina all persons who receive full scholarships to the institution from entities recognized by the institution and attend the institution as undergraduate students. [note: 2010 legislation eliminated athletic scholarships]

• Information Technology (N.C. Gen. Stat. § 116-40.22(d))– Each BOT shall establish policies and rules governing the planning,

acquisition, implementation, and delivery of information technology and telecommunications at the institution.12

Statutorily Derived Duties & Authority• Traffic, Parking & Registration of Motor Vehicles (N.C. Gen.

Stat. § 116-44.4)– A BOT may, by ordinance, prohibit, regulate, divert, control and

limit pedestrian or vehicular traffic and the parking of motor vehicles on campus.13

• Cooperative Extension Service Employees (N.C. Gen. Stat. § 116-33.2))– The BOT of NC State University shall adopt personnel policies

governing the employment of the employees of the North Carolina Cooperative Extension Service who are exempted from certain provisions of Chapter 126 of the General Statute.

Duties & Authority Delegated by the Board of Governors • Management Flexibility to Appoint and Fix Compensation (Policy

Manual 600.3.4)– For certain personnel actions pertaining to employees exempt from the

State Personnel Act, including approving the appointment and compensation of SAAO Tier I, salary ranges that are not included in the annual BOG study, approval of non-salary and deferred compensation, and conferral of tenure. NC State’s plan was approved and designation received on November 7, 2002.

• Personnel Policies (Policy Manual, Ch. 100.1, Appendix 1 (I)(c))– The BOT may adopt personnel policies not otherwise prescribed by state

law, the Code, or policies of the Board of Governors, for personnel in all categories of university employment.

Duties & Authority Delegated by the Board of Governors • Chancellor Selection and Assessment(Policy Manual, Ch.

100.1, Appendix 1 (I)(c) and 200.4.2[G])– In the event of a vacancy in the chancellorship, the BOT shall

establish a search committee whose task it will be to find nominees for the position, and the BOT shall nominate persons based on the committee’s report.14

• Academic Program (Policy Manual, Ch. 100.1, Appendix 1 (II))– The BOT is responsible for ensuring the institution's compliance with

the educational, research, and public service roles assigned to it by the Board of Governors.

Duties & Authority Delegated by the Board of Governors

• Honorary Degrees, Awards & Distinctions (Policy Manual, Ch. 100.1, Appendix 1 (IV))– The BOT is responsible for approving the names of all individuals on

whom it is proposed that an honorary degree or other honorary or memorial distinction be conferred by the institution.

• Budget Administration (Policy Manual, Ch. 100.1, Appendix 1 (V))– The BOT shall advise the Chancellor with respect to the development

of budget estimates for the institution and with respect to the execution and administration of the budget.

Duties & Authority Delegated by the Board of Governors

Property and Buildings (Policy Manual, Ch. 100.1, Appendix 1 (VI))– BOTs are responsible for:

• maintaining a master plan for the physical development of the University.15

• the acquisition and disposition of interests in real property.16

• certain matters concerning campus capital construction projects.17

Duties & Authority Delegated by the Board of Governors • Tuition, Fees & Deposits (Policy Manual, Ch. 100.1,

Appendix 1 (IX))– BOTs shall:

• cause tuition, fees, and other necessary amounts to be collected from each student and require the payment of advance deposits and nonrefundable application fees as required.

• establish regulations concerning the acceptance of obligations of students in lieu of cash.

• recommend to the President the amounts to be charged at the constituent institution for application, athletics, health services, student activities, educational and technology, retirement of debt incurred for capital improvements projects authorized by the General Assembly, course, and special fees.

Duties & Authority Delegated by the Board of Governors • Student Financial Aid (Policy Manual, Ch. 100.1, Appendix

1 (X))– Each BOT shall prescribe regulations for the administration of

certain scholarships and other forms of financial aid to students.18

• Student Services (Policy Manual, Ch. 100.1, Appendix 1 (XI))– Each BOT, upon recommendation of the Chancellor, shall

determine the type, level, and extent of student services (health care, athletic programs, counseling, etc…) to be maintained for the benefit of students at the institution.

Duties & Authority Delegated by the Board of Governors • Auxiliary Enterprises, Utilities & Miscellaneous Facilities (Policy

Manual, Ch. 100.1, Appendix 1 (XVI))– Affected BOTs have authority and responsibility to adopt policies

applicable to the control and supervision of campus power plants, water and sewer systems, other utilities and child development centers.

• Student Activities and Government, Intercollegiate Athletics & Campus Security (Policy Manual, Ch. 100.1, Appendix 1 (XII), (XIII) & (XIV))– The Chancellor is responsible for the establishment, supervision,

regulation, and approval of the above but only subject to such policies as may be prescribed by the Board of Governors and the Board of Trustees.

Duties & Authority Delegated by the Board of Governors or Sub-Delegated by President

• Development of Patent Procedures (UNC Policy Manual 500.2)

• Creation of Centers and Institutes (UNC Policy Manual 400.5[R])

• Approve the establishment of an Early College High School (UNC Policy Manual 400.6.1[R])

Duties & Authority Delegated by the Board of Governors – Due Process

• EPA Employee Appeals (The Code, §611(2))– If the Chancellor fails to accept a hearing committee’s

recommendation which is favorable to an EPA employee or agrees with a committee recommendation which is unfavorable, then an EPA employee may appeal to the BOT, which is final.

• Grievance Committee Appeals (The Code, §607(6))– If an administrative official or chancellor fails to make

an adjustment that is advised by a Grievance Committee in favor of an aggrieved faculty member, the faculty member may appeal to the BOT, which is final.

Duties & Authority Delegated by the Board of Governors • Due Process Before Discharge or the Imposition of Serious Sanctions

(The Code, Section 603(9))– A tenure or tenure-track faculty member facing dismissal or other

serious sanctions may appeal the chancellor’s decision to the BOT.

• Appealing Grievances (The Code, Section 501C(4) and 502D(3))– Faculty, students, and staff have the right to appeal the disposition of

grievances based on procedures, rules, or regulations adopted by the BOT to the Chancellor and then to the BOT.

– Where a student sanction may involve suspension or expulsion, an appeal may be made to the BOT.

In Conclusion

1. The BOT is chiefly a governing board and management/operations should be left to the chancellor and senior administrators who are duly authorized to act on behalf of NC State.

2. Always act with the duties of good faith, loyalty, and due care with the best interests of NC State in mind.

3. Effective trusteeship is vital to the continuing success of the University.

Questions, Discussion or Comments?