Chapter I

Sec. 1.01. Meetings of the Board (revised July 2008)
Meetings of the Board of Regents (hereinafter sometimes referred to in these bylaws as the board) will generally be held monthly, except in August, according to the schedule approved annually by the board.

Special meetings may be called by the president of the university, when necessary, or at the request of three or more regents.

Emergency action may be taken by the board between meetings if and when any matter arises which, in the opinion of the president, or any three members of the board, requires official action by the board prior to the next meeting. An affirmative vote by telephone, email, or facsimile from five members is required for action.

All formal sessions will be open to the public.

Sec. 1.03. Notice of Meetings (revised July 2008)
The vice president and secretary of the university will give notice to the public of formal sessions in a publication of general circulation within the university community, by posting within the vice president and secretary’s office and on the Board of Regents’ website, and by other means reasonably calculated to give notice to the public.

Notice of special meetings will be given to each member of the board at least two days in advance and will state the purpose of the meeting. Board members may waive their right to receive such notice before or after the meeting.

Sec. 1.04. Quorum (revised February 2002)
A quorum for business will be five voting members of the board, participating in person or by conference telephone or video conference.

Sec. 1.05. Rules of Procedure (revised July 2008)
In the absence of specific provisions to the contrary, faculties, committees, boards, and other deliberative bodies within the university will follow the rules of parliamentary procedure prescribed in Robert’s Rules of Order Newly Revised, 10th ed. (Cambridge, Mass:Perseus Publishing, 2000) or later edition. Unless there is a specific provision to the contrary, a majority vote of the members of any legislative group within the university is necessary for action.

Sec. 1.06. Officers of the Board (revised July 2011)
A. President and Secretary of the Board

The president of the university will preside at meetings of the board, without the right to vote. The vice president and secretary of the university will act as secretary of the board.

B. Chair and Vice Chair of the Board

Selection:
a. There will be a chair and vice chair of the board, each of whom will serve a one-year term commencing on July 1 of each year and ending on June 30 of the succeeding year. This process will commence on July 1, 2004. The positions of chair and vice chair will be based on seniority and will rotate through the board based on seniority.

b. The chair will be the board member with most seniority on the board, and the vice chair will be the board member with second most seniority on the board. Board members must have served for at least one year to be eligible to become chair or vice chair. The vice chair will automatically become chair after serving one term as vice chair. If two or more board members have equal seniority, the chair or vice chair, as applicable, will be chosen through a random selection process. At a meeting before July 1 of each year the board will take a public vote confirming the officers for the subsequent year.

c. A board member who has served as chair or vice chair is ineligible to serve again in that capacity until all other eligible members of the board have served or forfeited the opportunity to serve. If the vice chair elects not to serve as chair, or the board member next eligible to serve as vice chair elects not to serve as vice chair, then he or she forfeits the opportunity to serve as chair or vice chair until all other members of the board have served in such capacity or forfeited the opportunity to serve.

d. The chair and/or vice chair may be removed by vote of at least six members of the board. If the chair is removed as chair by vote of the board, resigns, or otherwise is unavailable or unwilling to serve as chair for the remainder of the term, the vice chair will automatically assume that position for the remainder of the term and the board member with the next most seniority will automatically become vice chair for the remainder of the term. If a vice chair is removed as vice chair by vote of the board, resigns, or otherwise is unavailable or unwilling to serve as vice chair for the remainder of the term, the board member with the next most seniority will automatically serve as vice chair for the remainder of the term. If two or more board members have equal seniority to fill a vacancy, the chair or vice chair, as applicable, will be chosen through a random selection process and confirmed through a vote of the board at its next meeting. A chair or vice chair who serves a partial term may serve a full one-year term after the partial term ends.

Duties:
If during any meeting of the board, the president is absent, the chair will assume the duties of the presiding officer of the meeting and will act as such until the president returns to the meeting and assumes the role of presiding officer.

The chair will perform the following duties, any or all of which he or she may delegate to the vice chair: set the annual schedule of meetings, agenda and major topics for presentation or study by the board, including revisions as issues emerge; monitor committee agenda planning for coordination and comprehensiveness; act as spokesperson and convener of the board where appropriate; preside over executive session when held without the president; and appoint the chair and members of ad hoc and standing committees.

The chair and vice chair will also perform such additional duties as prescribed by the board from time to time.

If the chair is temporarily unavailable to perform his or her duties at any time, the vice chair will assume the chair’s responsibilities.

Sec. 1.07. Committees (revised May 2020)
A. Committee of the Whole

When the board resolves itself into a committee of the whole, the chair of the board will serve as chair of the committee.

B. Ad Hoc Committees

The chair may establish ad hoc committees of the board and the board will prescribe their duties and functions. The president of the University or the president’s designee will serve as an ex officio member without vote of all such committees. Board membership on any such committee will consist of less than a quorum of the membership of the board.

C. Standing Committees (Revised May 2020) View the Committee Charters

There will be four standing committees of the Board of Regents, each composed of less than a quorum of the members of the board, appointed by the chair. These committees will advise the Board of Regents on matters pertaining to their subject areas and will present periodic reports and recommendations, but will not have the power to bind the Board of Regents on any matter. These committees will determine the frequency, time and place of their meetings, in consultation with other members of the board.

The Finance, Audit and Investment Committee: This committee will provide assistance to the board in fulfilling its responsibilities relating to the adequacy and effectiveness of the University’s internal controls and financial reporting and investment policies and practices. This committee will review, at its discretion, matters that may include the annual audit, financial statements and reporting, investments, and compliance with applicable laws and regulations.

The Personnel, Compensation and Governance Committee: This committee will assist the board in evaluating the performance of and determining the compensation for the president. It will advise the president on the performance of and compensation for the executive officers, and will, from time to time, review compensation-related data in order to maintain and enhance the University’s competitive status in higher education. The Committee will review the University leadership’s progress on diversity. It will be responsible for matters related to governance and board performance, and will advise the board on University-wide conflict of interest policies.

The Health Affairs Committee: This committee will assist the board in providing oversight of the University’s clinical enterprise, as outlined in the committee charter, which clinical enterprise consists of the University of Michigan Health System, as described in Section 11.36 of these bylaws.

The Committee on the University of Michigan Flint and University of Michigan Dearborn will assist the board in fulfilling its fiduciary responsibilities for the success of the Flint and Dearborn campuses in consultation with the respective Chancellors.

Sec. 1.09. Meeting Agenda (revised July 2008)
The agenda for business will be prepared by the president, in consultation with the chair and vice chair of the board and the vice president and secretary of the university. It will be provided to each regent at least seven days before the next scheduled meeting of the board. The regents may also consider and act upon items for which they have not had such notice. At any time any regent may propose any subject or subjects for consideration and action.

Sec. 1.10. Resolutions in Writing (revised July 2008)
All resolutions, if so requested by the vice president and secretary or by any member of the board, must be submitted in writing before they can be acted upon.

Sec. 1.11. Minutes of Formal Sessions (revised July 2008)
Minutes of formal sessions of the Board of Regents will be kept by the vice president and secretary of the university and will be published in the Proceedings of the Board of Regents for the historical record. The vice president and secretary of the university will distribute copies of the Proceedings as appropriate, and the Proceedings will also be made available electronically through the website maintained by the Office of the Vice President and Secretary of the University.

Sec. 1.12. Regents’ Expenses (revised July 2008)
Regents will be reimbursed for reasonable and necessary expenses incurred in the discharge of their official duties pursuant to the university’s policies and procedures.

Sec. 1.13. Business Transactions (revised July 2008)
Except as provided by law, no regent or officer of the university as such may transact any business or professional activity by reason of which the regent or officer would receive any pecuniary award or compensation from university funds except board-approved compensation for the officers. All permitted transactions must be approved in advance by the board directly or through a designated officer.

Sec. 1.14. Regental and Executive-Senior Officer Conflict of Interest Policy (revised July 2008) (see also supplemental policy-Regents; supplemental policy-President)
Regents and executive officers of the University of Michigan, and the senior officers of the University at Dearborn and at Flint, will at all times act in a manner consistent with their fiduciary responsibilities to the university and will exercise particular care that no detriment to the university results from conflicts between their interests and those of the university. If a regent or an executive/senior officer believes that he or she may have a conflict of interest, the regent or executive/senior officer will promptly and fully disclose the conflict to the secretary of the Board of Regents and should refrain from participating in any way in the matter to which the conflict relates until the conflict question has been resolved. The minutes of a regents’ meeting where a disclosure of conflict or possible conflict of interest is made will reflect the disclosure and that the regent or executive/senior officer having such abstained from participation in the matter.

A regent or executive/senior officer is considered to have a conflict of interest when the regent or executive/senior officer or any of his or her family or associates, either (i) has an existing or potential financial or other interest which impairs or might appear to impair the regent’s or executive/senior officer’s independence of judgment in the discharge of responsibilities to the university, or (ii) may receive a material, financial, or other benefit from knowledge of information confidential to the university. The “family” of a regent or executive/senior officer includes his or her spouse, parents, siblings, children, and, if living in the same household and sharing expenses, other individuals. An “associate” of a regent or executive/senior officer includes any person, trust, organization, or enterprise in or with which the regent or executive/senior officer has knowledge that he or she or any member of his or her family (i) is a director, officer, employee, member, partner, or trustee; or (ii) has a financial interest that represents 5% or more of his or her assets or any interest that enables him or her, acting alone or in conjunction with others, to exercise control or to influence policy significantly, or (iii) has any other material association.

The vice president and secretary will consult with the president and vice president and general counsel regarding all conflict questions of which the vice president and secretary is informed and will report regularly to the Board of Regents regarding any unresolved conflict questions. This policy statement is to be interpreted and applied in a manner that will best serve the interests of the university. In some cases, it may be determined that, after full disclosure to those concerned, the university’s interests are best served by participation by the regent or executive/senior officer despite the conflict. The university will assist the board in determining if such proposed participation violates the state conflict of interest laws. The vice president and general counsel will provide a regent or executive/senior officer, upon his or her request, a written opinion as to whether a conflict of interest situation exists.

This policy is in addition to any obligations imposed on a regent or executive/senior officer by the state law on conflicts of interest, P.A. 1968, Nos. 317 and 318, as amended.

Notwithstanding anything to the contrary set forth in state law, it will be a conflict of interest for a regent in any capacity to be employed by or associated with a professional service firm which directly or indirectly provides services to the university. In accordance with Op.Atty.Gen. 1979, No. 5489, in the event that a firm is providing services to the university prior to one of its employees becoming a regent, it may complete all work in progress for the university but may not be engaged for any additional work until the regent is no longer employed by or associated with the professional service firm.

The vice president and secretary will distribute annually a copy of this policy statement to each regent and executive/senior officer.

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