Article V: Meetings of Committees

Section 5.1 Required.

Standing committees shall meet as often as necessary to carry out their responsibilities but at least once annually. Special committees and subcommittees shall meet as often as necessary to carry out their responsibilities until the purpose for which they were established has been accomplished or until the end of any term established by the Board or the standing committee, whichever occurs first.

Section 5.2 Call of Meetings.

A meeting of any standing or special committee may be called by the Chair of the Board, the President, the committee chair, or by the Secretary upon the written request of two members of the committee or subcommittee. A meeting of subcommittee may be called by the Chair of the Board, the President, the committee chair, or the subcommittee chair, or by the Secretary upon the written request of two members of the subcommittee.

Section 5.3 Location of Meetings.

Committee and subcommittee meetings may be held at any location in the State of Tennessee.

Section 5.4 Notice of Meetings.

Written notice of all meetings shall be given to all members of the standing committee, special committee, or subcommittee. The Secretary shall give notice of meetings of the Executive Committee to all members of the Board. At least five (5) days’ notice shall be given when feasible, but less notice may be given when there is a need for urgent action. Notice may be delivered by postal mail, courier, electronic mail, or facsimile transmission. If written notice is not feasible, by reason of urgency or other exigent circumstance, notice may be given by telephone. As required by Tennessee Code Annotated § 8-44-103(a) and (b), adequate public notice shall be given of any standing committee, special committee, or subcommittee meeting.

Sections 5.5 Meetings Open to the Public.

Meetings of standing committees, special committees, and subcommittees authorized to make decisions for or recommendations to 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 5.6 Quorum.

A majority of the voting members of each standing committee, special committee or subcommittee shall constitute a quorum. In the absence of a quorum, those present may adjourn the meeting until a quorum is present.

Section 5.7 Action of a Committee or Subcommittee.

The action of a majority of the quorum of voting members present at any meeting shall be the action of a committee or subcommittee, except as otherwise provided in these Bylaws, Board policy, or statute.

Section 5.8 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 committee or subcommittee 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 5.9 Manner of Voting.

All votes in a committee or subcommittee meeting shall be by voice vote or public ballot; provided that a roll-call vote shall be taken on any motion if a voting 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. Secret votes, secret ballots, secret roll calls, and proxy votes are not allowed.

Section 5.10 Agenda.

An agenda shall accompany the notice of every meeting of a standing committee, special committee or subcommittee when feasible, but when not feasible, the notice shall state the purpose or purposes for which the meeting is called. The agenda shall list in outline form each item to be considered at the meeting. Items not set forth on the agenda or in the notice may be considered only upon an affirmative roll-call vote of a majority of the total voting membership of the committee or subcommittee. Items not stated in the call of a special meeting may not be considered at the meeting.

Section 5.10(a) Consent Agenda of Standing Committees.

Standing committee chairs, in consultation with the Secretary, may designate routine and noncontroversial items to be included on a consent agenda for the committee; provided that the following items may not be placed on a committee consent agenda: (i) adoption, amendment, repeal, or suspension of the Bylaws in whole or in part; (ii) the annual operating budget, including any student tuition and fee proposals for which Board approval is required; (iii) funding requests for capital outlay and capital maintenance projects; and (iv) revenue or institutionally funded capital projects. The following are examples of items that will routinely be placed on a committee consent agenda: 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 5.10(b) Consent Agenda Procedures.

Consent agenda items shall be separately identified on the committee agenda, and before calling for a motion to approve, the committee chair shall ask if any member of the committee wants to remove an item from the consent agenda. Requests for clarification or other questions about an item on the consent agenda must be presented to committee staff before the meeting. An item will not be removed from the consent agenda solely for clarification or other questions. If any committee member asks that an item be removed from the consent agenda, the item will be separately considered and voted on by the committee. If the item is approved by the committee and requires approval by the full Board, it will be placed on the consent agenda for the full Board meeting. If there is no request to remove an item from the consent agenda, the consent agenda shall be voted on by a single motion, and if the motion carries, all items will go forward to the consent agenda of the full Board meeting.

Section 5.11 Minutes.

The Secretary shall be responsible for ensuring that minutes are prepared and maintained for all meetings of standing committees, special committees, and subcommittees authorized to make decisions for or recommendations to the Board, and the minutes shall be provided to all members of the committee. The Secretary shall provide minutes of Executive Committee meetings to all members of the Board.