Bylaw 14. Meetings of The Board and Committees

14.1 Regular Meetings of the Board.

A regular meeting of the Board shall be held once each month, unless dispensed with by the Board, at such time and place as the Board by resolution from time to time may direct.

At least ten days in advance of regular meetings, the Secretary and Chief of Staff shall give notice of such meetings to any person who has requested such notice in writing.

14.2 Special Meetings of the Board.

Special meetings of the Board shall be called by the Secretary and Chief of Staff at the direction of the President or Chairman of the Board, or any four members thereof. Such meetings may be called at any time, and notice of the time, place, and agenda thereof shall be given by telephone, or by letter or telegram addressed to each Regent at the last known place of business or residence in time to reach the Regent at least 72 hours before the time appointed for such meeting. In addition, public notice shall be given for such meetings. Such notice shall be given by notifying any newspaper of general circulation or any television or radio station and shall be delivered personally or by mail so that the notice may be published or broadcast at least 72 hours before the time of such meeting. No business other than that included in the agenda of the meeting shall be considered. A record of the service of notice required to be given as aforesaid shall be entered upon the minutes of the Board, and the said minutes when read and approved at the subsequent meeting of the Board shall be conclusive of the fact that notice was given as required.

14.3 Meetings of Committees and Subcommittees.

Meetings of Committees and Subcommittees shall be called by the Secretary and Chief of Staff at the direction of the Chairman of the Board, the Chairman of the particular Committee or Subcommittee concerned, the President of the University, or any three members of the Committee or Subcommittee of which a meeting is to be called.

Meetings of Committees and Subcommittees held in conjunction with meetings of the Board shall be regarded as regular meetings unless specifically called as special or emergency meetings.

Notice and agenda requirements are as set forth in Bylaws 14.1 and 14.5 for regular meetings, Bylaw 14.2 for special meetings, and Bylaw 14.4 for emergency meetings.

14.4 Emergency Meetings.

Emergency meetings of the Board or Committees shall be called by the Secretary and Chief of Staff at the direction of the President or Chairman of the Board, or the President of the University, at any time, and notice of the time, place, and purpose thereof shall be given by letter or telegram addressed to each Regent at the last known place of business or residence. Emergency meetings may be held only in the event of or to consider: (a) work stoppage or other activity which severely impairs public health, safety, or both; (b) crippling disaster which severely impairs public health, safety, or both; (c) administrative disciplinary matters, including, but not limited to, consideration of proposed stipulations, and pending litigation, which require immediate attention.

Newspapers of general circulation and radio or television stations which have requested notice of Board or Committee meetings shall be notified by the President or Chairman of the Board, or the President of the University or a designee thereof, one hour prior to the emergency meeting by telephone. In the event that telephone services are not functioning, notice requirements shall be deemed waived, and the President or Chairman of the Board, or the President of the University, or a designee thereof, shall, as soon after the meeting as possible, notify such newspapers, radio stations or television stations of the fact of the holding of the emergency meeting, the purpose of the meeting, and any actions at the meeting which are subject to announcement.

As soon after the meeting as possible, the Secretary and Chief of Staff shall post for a minimum of ten days in a public place a list of persons notified or attempted to be notified, and as to actions which are subject to announcement, the minutes of the emergency meeting, including roll call votes and actions taken.

14.5 Agenda and Agenda Materials for Regular Meetings of the Board, Committees, and Subcommittees.

At least ten days prior to each regular meeting of the Board, Committees and Subcommittees, the Secretary and Chief of Staff shall mail to each member of the Board an agenda setting forth all business to be transacted or discussed at the meeting. No business other than that included in the agenda for the meeting shall be considered. At regular meetings of the Board there may be considered any item on the agenda of a regular Committee or Subcommittee meeting held in conjunction with the meeting of the Board.

Seven days prior to each regular meeting of the Board, Committees and Subcommittees, or as soon thereafter as practicable, the Secretary and Chief of Staff shall mail to each member of the Board materials relating to items on the session agenda. The materials shall set forth the name of any officer of the Corporation or of the University whose appointment or dismissal is to be requested at the meeting.

14.6 Public Meetings; Closed Sessions.

Meetings of the Board, its standing and special Committees or Subcommittees, shall be held in accordance with Sections 92030-92032 of the California Education Code which provides in relevant part that:

All meetings of The Regents of the University of California shall, except as otherwise provided in this article, be subject to Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code.

"Regents of the University of California" means the Board of Regents of the University of California and its standing and special committees or subcommittees, other than groups of not more than three regents appointed to advise and assist the President in contract negotiations.

The Regents of the University of California may conduct closed sessions when it meets to consider or discuss: (1) Matters affecting the national security. (2) The conferring of honorary degrees or other honors or commemorations. (3) Matters involving gifts, devises, and bequests. (4) Matters involving the purchase or sale of investments for endowment and pension funds. (5) Matters involving litigation, when discussion in open session concerning those matters would adversely affect, or be detrimental to, the public interest. (6) The acquisition or disposition of property, if discussion of these matters in open session could adversely affect the regents' ability to acquire or dispose of the property on the terms and conditions it deems to be in the best public interest. (7) Matters concerning the appointment, employment, performance, compensation, or dismissal of university officers or employees, excluding individual regents other than the president of the university. Consideration of compensation for the Principal Officers of The Regents, President of the University, Vice Presidents, Chancellors, and Associate Treasurer of The Regents shall not include action by The Regents on compensation proposals for such officers. Action by The Regents on compensation proposals for such officers shall be taken only in open session. Compensation for such officers shall include salary, benefits, perquisites, severance payments (except those made in connection with a dismissal or a litigation settlement), retirement benefits, or any other form of compensation. (8) Matters relating to complaints or charges brought against university officers or employees, excluding individual regents other than the president of the university, unless the officer or employee requests a public hearing.

While a witness is being examined during any open or closed session, any or all other witnesses in the investigation may be excluded from the proceedings by the regents.

Committees of The Regents may conduct closed sessions on Medi-Cal contract negotiations.

The nominating committee of The Regents may conduct closed sessions held for the purpose of proposing officers of the Board and members of the Board's various committees.

Committees of The Regents may conduct closed sessions held for the purpose of proposing a student regent.

The Regents shall not be required to give public notice of meetings of special search or selection committees held for the purpose of conducting interviews for university officer positions.

The Regents may also hold closed sessions with respect to matters within Government Code section 3596, a part of the Higher Education Employer-Employee Relations Act, including consideration or discussion of the University's position respecting meeting and conferring or regarding any matter within the scope of representation or instructing the University's designated representatives.

14.7 Release of Information - Closed Sessions.

  1. The confidentiality of closed sessions of the Board and its Committees shall be maintained, subject to the provisions of this Bylaw.
  2. Actions taken in closed session normally shall be released to the public following final action by the Board or a Committee of the Board empowered to act. Actions may be withheld from release or release may be delayed if disclosure would constitute an invasion of privacy of individuals or would adversely affect the interests of the University. Actions taken in closed sessions to appoint, employ, or dismiss University employees and any roll call votes thereon shall be reported at subsequent public meetings of the Board.
  3. Release of actions shall be determined by the President of the University and by the Secretary and Chief of Staff, the Chief Investment Officer, and the General Counsel of The Regents in their respective areas of responsibility and in accordance with procedures established by the Board.
  4. Information from closed sessions other than final actions may be released only as follows:
    1. The President of the University, the Secretary and Chief of Staff , the Chief Investment Officer, and the General Counsel of The Regents in their respective areas of responsibility may release from closed session background information as required for the conduct of ordinary business of the University.

    2. The President, in consultation as appropriate with the Chairman of the Board and General Counsel of The Regents, may release information for scholarly purposes when the substance would not presently be considered in closed session, would be scheduled for release to the public subsequent to the closed session, or when the information is twenty-five years or more old.
Includes amendments through January 18, 2007

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