Table of Contents
- Statement of Purpose
- The Board
- Corporate Name
- Composition
- Powers and Duties of the Board
- Corporate Seal
- The Trustees
- Term of Office
- Removal
- Vacancies
- Compensation
- Officers of the Board
- Officers
- Selection
- Chair
- Vice Chair
- University President
- Secretary
- Committees
- Committees
- Ad-hoc Committees
- Meetings
- Regular Meetings
- Special Meetings
- Quorum
- Rules of Procedure
- Appearances Before the Board
- Miscellaneous
- Conflict of Interest Policy
- Indemnification
- Limitation of Liability
- Amendments
- Suspension of Operating Procedures
- Proxies
ARTICLE I
STATEMENT OF PURPOSE
The University of Florida (the "University") Board of Trustees is vested by law with all the powers and authority to effectively govern and set policy for the University of Florida in accordance with the laws of the State of Florida and with rules or policies of the Board of Governors. In order to more effectively discharge its responsibilities and duties in connection therewith, the University of Florida Board of Trustees hereby adopts these Bylaws.
ARTICLE II
THE BOARD
Section 2.1 CORPORATE NAME - The Board of Trustees is a public body corporate called "the University of Florida Board of Trustees," with all the powers of a body corporate under the laws of the State of Florida. The Board of Trustees shall be hereinafter referred to as the "Board."
Section 2.2 COMPOSITION - The Board is composed of thirteen (13) Trustees, six (6) of whom shall be appointed by the Governor and five (5) of whom shall be appointed by the Board of Governors. The other two (2) members shall be the President of the University of Florida Student Government and the Chair of the University of Florida Faculty Senate. The appointed members shall be confirmed by the Senate of the State of Florida.
Section 2.3 POWERS AND DUTIES OF THE BOARD - The Board shall serve as the governing body of the University of Florida. It shall select the President of the University of Florida to serve at the pleasure of the Board and shall hold the President responsible for the University's operation and management, performance, its fiscal accountability, and its compliance with federal and state laws and rules of the Board of Governors. The Board shall have the authority to carry out all lawful functions permitted by the Bylaws, its Operating Procedures, or by law. The specific statutory powers and duties of the Board are enumerated in Section 1001.74, Florida Statutes.
The Board may adopt rules and policies consistent with the University mission, with law, and with the rules of the Board of Governors, in order to effectively fulfill its obligations under the law.
Section 2.4 CORPORATE SEAL - The corporate seal shall be used only in connection with the transaction of business of the Board and of the University. The Secretary may affix the seal on any document signed on behalf of the corporation. Permission may be granted by the Secretary for the use of the seal in the decoration of any University building or in other special circumstances. The corporate seal of the Board shall be consistent with the following form and design:
ARTICLE III
THE TRUSTEES
Section 3.1 TERM OF OFFICE - Trustees shall serve for staggered 5-year terms, as provided by law.
Section 3.2 REMOVAL - The Governor may remove a Trustee upon the recommendation of the State Board of Education, or for cause. Failure to attend three (3) consecutive regular board meetings in any fiscal year shall be grounds for removal.
Section 3.3 VACANCIES - Vacancies shall be filled by appointment of the Governor or the Board of Governors, as appropriate under law subject to confirmation by the Senate of the State of Florida.
Section 3.4 COMPENSATION - Trustees shall receive no compensation but may be reimbursed upon request for travel and per diem expenses as provided in Section 112.061, Florida Statutes and Board travel reimbursement policies.
ARTICLE IV
OFFICERS OF THE BOARD
Section 4.1 OFFICERS - The Officers of the Board shall be the Chair, Vice Chair, and President who serves as the Corporate Secretary, and the Assistant Secretary. The Chair and Vice Chair shall be Trustees. No other Board Officers shall be members of the Board.
Section 4.2 SELECTION - The Board shall elect its Chair and Vice Chair from the appointed members at its regular meeting immediately preceding July 1 in odd numbered years. The Chair shall serve for two years and may be reelected for one additional consecutive term.
Section 4.3 CHAIR - The duties of the Chair shall include presiding at all meetings of the Board, calling special meetings of the Board, appointing committee chairs, determining the composition of all Board committees, attesting to actions of the Board, and otherwise serving as spokesperson for the Board. The Chair shall perform such duties in consultation with the University President.
Section 4.4 VICE CHAIR - The duty of the Vice Chair is to act as Chair during the absence or disability of the Chair. The Vice Chair may or may not be nominated to succeed the Chair when a vacancy occurs.
Section 4.5 UNIVERSITY PRESIDENT - The University President shall serve as the Chief Executive Officer of the University. The University President shall be responsible for the operation and administration of the University, including efficient and effective budget and program administration, leading the University to accomplish its education missions and goals, monitoring educational and financial performance, consulting with the Board in a timely manner on matters appropriate to its policy-making and fiduciary functions, and serving as the University's key spokesperson. The President shall have the authority to execute all documents on behalf of the University and the Board consistent with law, Board policies, and the best interests of the University. The specific statutory powers and duties of the President are enumerated in Section 1001.75, Florida Statutes.
Section 4.6 SECRETARY - The University President shall serve as Corporate Secretary of the Board, and in the capacity of Secretary, shall be responsible for giving notice of all meetings of the Board and its committees, setting the Agenda and compiling the supporting documents for meetings of the Board in consultation with the Chair, recording and maintaining the minutes of any Board or committee meeting, including a record of all votes cast, in accordance with section 286.011(2), Florida Statutes, executing or attesting to all documents which have been executed by the Board, and shall be custodian of the Corporate Seal. The Secretary may designate an individual to serve as Assistant Secretary to the Board.
ARTICLE V
COMMITTEES
Section 5.1 COMMITTEES - The Board shall establish standing and ad-hoc committees, as it deems appropriate to discharge its responsibilities. The Board Chair shall appoint members of committees and their chairs. Each committee shall consist of no less than three members. Members of committees shall hold office until the appointment of their successors. Any vacancies on the standing committees shall be filled by appointment of the Board Chair. Unless specifically delegated or as otherwise provided in these Bylaws, authority to act on all matters is reserved to the Board and the duty of each committee shall be to consider and to make recommendations to the Board upon matters referred to it. Each committee shall have a written statement of purpose and primary responsibilities as approved by the Board. The Chairs of all committees shall perform their duties in consultation with the University President.
Section 5.2 AD-HOC COMMITTEES - Ad-hoc committees shall be appointed by the Board Chair upon authority of the Board with such powers and duties and period of service as the Board Chair may determine, provided that no ad-hoc committee shall be created to act upon any matter appropriate to be acted upon by a standing committee. The Chairs of any ad-hoc committees shall be appointed by the Board Chair and shall perform their duties in consultation with the University President.
ARTICLE VI
MEETINGS
All meetings of the Board and its committees shall be open to the public at all times, and no resolution, rule, or formal action shall be considered binding except as taken or made at such meeting in accordance with section 286.011, Florida Statutes, unless the matter being discussed falls within the provisions of law allowing closed sessions.
Section 6.1 REGULAR MEETINGS - There shall be not less than four (4) regular meetings a year as the Board may determine. These meetings shall be held on such dates and at such times as the Board may determine. The time and date of a regular meeting may be changed by an affirmative vote of a quorum of the Board.
Section 6.2 SPECIAL MEETINGS - Special meetings of the Board may be held at the call of the Board Chair, the Secretary, or upon request of seven (7) Trustees. The Secretary shall send written notice of such special meeting to all Trustees, along with a statement of the purpose of the meeting, at least 48 hours in advance. No matter may be considered at any special meeting that was not included in the call of that meeting except by an affirmative vote of a majority of the Trustees at the meeting. At the discretion of the Chair, special meetings of the Board may be held by teleconference.
Section 6.3 QUORUM - A quorum for the conduct of business by the full Board shall consist of seven (7) Trustees. A quorum having been established, no business shall be transacted without a majority vote of all Trustees present except as otherwise provided in these Bylaws.
Section 6.4 RULES OF PROCEDURE - Except as modified by specific rules and policies enacted by the Board, Robert's Rules of Order Newly Revised shall constitute the rules of parliamentary procedure applicable to all meetings of the Board and its committees.
Section 6.5 APPEARANCES BEFORE THE BOARD - Individuals or representatives of groups who desire to appear before the Board regarding any item being considered on a meeting agenda of the Board of Trustees must submit their requests to the Assistant Corporate Secretary, 123 Tigert Hall, University of Florida, Gainesville, Florida 32611, specifying the agenda item about which they wish to speak. Such a request, along with any supporting documentation, must be submitted at least three (3) working days prior to the start of the meeting. The President, in consultation with the Board Chair, will determine whether the item will be heard and when it will be heard. There will be a 5 minute time limit on any presentation. The Board Chair may decline to hear any matter determined by the President and Chair not to relate to a particular agenda item or that is outside the Board's jurisdiction, or because it is not practicable for a particular meeting.
ARTICLE VII
MISCELLANEOUS
Section 7.1 CONFLICT OF INTEREST POLICY - Trustees stand in a fiduciary relationship to the University. Therefore, Trustees shall act in good faith, with due regard to the interests of the University, and shall comply with the fiduciary principles and law set forth in the Code of Ethics for Public Officers and Employees, Section 112.311-112.326, Florida Statutes. The Board shall adopt a written conflict of interest policy, to be included in the Board Operating Procedures or other policies, which shall be reviewed periodically and revised as necessary.
Section 7.2 INDEMNIFICATION - Whenever any civil or criminal action has been brought against a Trustee for any act or omission arising out of and in the course of the performance of his or her duties and responsibilities, the Board may defray all costs of defending such action, including reasonable attorney's fees and expenses together with costs of appeal, and may save harmless and protect such person from any financial loss resulting from the lawful performance of his or her duties and responsibilities. Claims based on such actions or omissions may, in the discretion of the Board, be settled prior to or after the filing of suit thereon. The Board may arrange for and pay the premium for appropriate insurance to cover all such losses and expenses.
Section 7.3 LIMITATION OF LIABILITY - The Board shall be a corporation primarily acting as an instrumentality or agency of the state pursuant to section 768.28(2), Florida Statutes, for purposes of sovereign immunity.
Section 7.4 AMENDMENTS - These Bylaws may be amended at any regular meeting of the Board by the affirmative vote of not less than two-thirds (2/3) of the members of the Board, provided that notice of any proposed amendment including a draft thereof shall have been filed in writing with the Secretary and a copy of the draft has been mailed to each Trustee at least ten (10) days prior to the meeting at which the amendment is to be voted upon.
Section 7.5 SUSPENSION OF OPERATING PROCEDURES - Any provision of these Bylaws may be suspended in connection with the consideration of a matter before the Board by an affirmative vote of not less than two-thirds (2/3) of the members of the Board.
Section 7.6 PROXIES - The use of proxies for purposes of determining a quorum, for voting, or for any other purposes is prohibited.