Article III: Meetings of the Board
Section 3.1 Regular Meetings.
The Board of Trustees shall hold at least three (3) regular meetings annually on a day or days determined by the Board from year to year. One regular meeting shall be the Annual Meeting, at which the Board shall elect the Chair of the Board and appoint standing committees upon expiration of a two-year term, and conduct any ordinary business that may be necessary.
Section 3.2 Special Meetings.
Special meetings of the Board shall be called by the Secretary upon the request of the Chair or the President or upon the written request of three (3) or more members, and at least five (5) days’ notice of the meeting shall be given to all members. The call for every special meeting shall state the business to be considered. The Board has authority to transact at any special meeting any business it is authorized to transact at regular meetings as long as the item is stated in the call of the special meeting.
Section 3.3 Location of Meetings.
Regular and special meetings may be held at any location in the State of Tennessee.
Section 3.4 Notice of Meetings.
Notice of meetings may be delivered to members by postal mail, courier, electronic mail, or facsimile transmission. As required by Tennessee Code Annotated § 8-44-103(a) and (b), adequate public notice shall be given of all regular and special meetings.
Section 3.5 Meetings Open to the Public.
Meetings of the Board shall be open to the public except as authorized by a statutory or judicially recognized exception to the Tennessee Open Meetings Act.
Section 3.6 Quorum.
Six (6) voting members of the Board shall constitute a quorum. If a quorum is not present for any regular or special meeting of the Board, the meeting may be adjourned by the members present until a quorum is present.
Section 3.7 Action of the Board.
The action of a majority of the quorum of voting members present at any meeting shall be the action of the Board, except as otherwise provided in these Bylaws, Board policy, or statute.
Section 3.8 Motions and Resolutions.
In the interest of clarity, to prevent misunderstanding, and to secure accuracy of record, each motion or resolution (except informal or parliamentary motions) shall be presented in writing at the time the motion or resolution is made, except that the Chair may grant a member the privilege of reducing a motion to writing and presenting it to the Secretary before adjournment of the meeting. The name of the moving and seconding member need not be recorded in the minutes of the meeting.
Section 3.9 Manner of Voting.
In accordance with the Tennessee Open Meetings Act, all votes shall be by public vote (hereinafter “voice vote”), by public ballot, or by public roll call (hereinafter “roll-call vote”). In accordance with Tennessee Code Annotated § 8-44-104(b), a voice vote shall mean a vote by which those in favor vocally express their will by saying in unison “aye” and subsequently those opposed vocally express their will by saying in unison “nay.” Secret votes, secret ballots, secret roll calls, and proxy votes are not allowed. A roll-call vote shall be required as provided in Section 3.9(a).
Section 3.9(a) Requirement of a Roll-Call Vote.
A roll-call vote shall be required in a meeting of the Board of Trustees on all motions related to the following: (i) adoption, amendment, repeal, or suspension of the Bylaws in whole or in part; (ii) approval of the annual operating budget, including student tuition and fee proposals for which Board approval is required; (iii) approval of funding requests for capital outlay and capital maintenance projects; (iv) approval of revenue or institutionally funded capital projects; (v) approval of rules required to be promulgated under the Uniform Administrative Procedures Act; and (vi) any other motion on which a roll-call vote is required by statute or these Bylaws. A roll-call vote shall be taken on any other motion if a voting Board member present at the meeting requests a roll-call vote before a voice vote is taken or demands a roll-call vote before the Chair announces the result of a voice vote.
Section 3.10 Agenda.
An agenda for every meeting of the Board of Trustees shall be prepared by the Chair in consultation with the President and with the assistance of the Secretary. The agenda shall list in outline form each item to be considered at the meeting. When feasible, a copy of the agenda shall accompany the notice of the meeting, but when not feasible, a copy shall be provided to the members before the meeting date. Items not appearing on the agenda of a regular meeting may be considered only upon an affirmative roll-call vote of a majority of the total voting membership of the Board. Items not stated in the call of a special meeting may not be considered at the meeting.
Section 3.10(a) Designation of an Item for Board Action Only.
Notwithstanding any provision in these Bylaws or a committee charter to the contrary, in the absence of objection by the committee chair(s), the Chair may designate any or all items for deliberation and action at a meeting of the Board without prior review and recommendation of a committee. In that event, the Chair, at his or her discretion, may ask the appropriate committee chair(s) to preside over the meeting for the duration of deliberation and action on the designated item(s).
Section 3.10(b) Consent Agenda of the Board.
The Chair, in consultation with the Secretary, may designate items to be approved, or received for information, by unanimous consent of the Board. Only items that are routine in nature or noncontroversial shall be designated for unanimous consent; provided that any item unanimously approved by a committee meeting in conjunction with a meeting of the Board shall be designated for unanimous consent at the full Board meeting except the following: (i) adoption, amendment, repeal, or suspension of Bylaws in whole or in part; and (ii) the annual operating budget, including student tuition and fee proposals for which Board approval is required. The following are examples of items that will routinely be designated for unanimous consent: approval of minutes, approval of signatory authority for bank and investment accounts; sale of gift property at or above the appraised value; grant of easements and rights-of-way; and ratification of quasi-endowments.
Section 3.10(c) Consent Agenda Procedures.
Items designated for unanimous consent shall be separately identified on the Board agenda as a consent agenda and shall be voted on by a single motion. Full information about each item on the consent agenda shall be provided to the Board in advance of the meeting. Any member of the Board may remove an item from the consent agenda by notifying the Secretary prior to the meeting. Before calling for a motion to approve the consent agenda, the Chair shall announce any items that have been removed from the consent agenda and ask if there are other items to be removed. Requests for clarification or other questions about an item on the consent agenda must be presented to the President or the Secretary before the meeting. An item will not be removed from the consent agenda solely for clarification or other questions.
Section 3.11 Requests to Address the Board.
In accordance with Tennessee Code Annotated § 49-9-209(d)(1)(R), the Board shall provide, in conjunction with regular meetings of the Board, a reasonable opportunity for students, employees, and members of the public to address the Board or a committee of the Board concerning agenda items or other issues germane to the responsibilities of the Board. Requests to address the Board shall be governed by a standing rule adopted by the Board and promulgated in accordance with the Uniform Administrative Procedures Act.
Section 3.12 Minutes.
The Secretary shall prepare and maintain minutes of all meetings of the Board of Trustees.