Bylaw 21. Duties and Requirements

Each member of the Board (“Regent”) shall be subject to the duties and requirements specified below.

 21.1 Public Mission.

The responsibility of individual Regents is to serve as trustees for the people of the State of California and as stewards for the University of California, acting to govern the University as a public trust in fulfillment of its educational, research, and public service missions in the best interests of the people of California.

 21.2 Service as Fiduciaries.

In performing their responsibilities on the Board, each Regent shall act in the best interests of the University, shall place the interests of the University and the public above their own interests and shall otherwise act in good faith. Regents shall exercise reasonable care, including undertaking reasonable inquiry, in performing their Board responsibilities.

21.3 Compliance with Law and Policy.

Each Regent shall comply with all applicable laws, regulations and University policies.

 21.4 Ethical Conduct.

Regents shall serve the public trust and fulfill their responsibilities with a high degree of ethics and candor. Regents are expected to accept responsibility for the integrity of the financial, physical, and intellectual resources of the University. Regents are expected to disclose personal, familial, business relationships, or other potential conflicts of interest as appropriate.

21.5 Preparation and Participation.

Recognizing the broad authority and responsibility vested in the Board for the governance of the University, each Regent is expected to become knowledgeable regarding the educational, research, and public service programs of the University, as well as the duties, responsibilities and obligations of Regents. Each Regent shall use reasonable effort to attend Board and assigned committee meetings; shall come prepared at each meeting to make reasoned and informed decisions based on the information available; and shall participate in the activities of the Board, inside and outside of meetings.

21.6 Cooperation.

Regents shall abide by Board decisions and policies in a manner consistent with the Regent’s fiduciary duties. Regents are expected to show respect for the opinions of other Regents, University officials, faculty, students, and staff.  These expectations are not intended to preclude either forthright expression of opposition or efforts to change such policies or decisions. When such efforts are undertaken, Regents should endeavor to make clear that the opinions expressed are those of the Regent and not of the Board or University.

21.7 Regent Compensation.

No Regent shall receive salary or other compensation for service as a Regent, nor shall any Regent, other than the President of the University, be eligible for employment or appointment in any University-affiliated position.  Notwithstanding the foregoing, the student Regent shall be eligible for part-time compensated University employment. Within limits pursuant to University policy, Regents may be reimbursed for actual expenses incurred by reason of attendance at any Board or Committee meeting or in the performance of other official business of the University.

 21.8 Gifts, Contracts, and Grants.

Except as otherwise provided in these Bylaws or by action of the Board, no Regent shall make or enter into any contract, commitment, or other undertaking on behalf of the University. No Regent shall accept or agree to undertake the administration of any gift or grant offered to the University or to the Corporation for the benefit of the University.  Nor shall any Regent undertake or agree to undertake the management, disposition, or expenditure of any fund provided to be used for the benefit of the University.

 21.9 Role of Regents.

It is the responsibility of the Board to set policy and the responsibility of the University administration to implement and carry out policy, which includes responsibility for the day-to-day operations of the University. Except as requested by the President of the University, individual Regents shall not involve themselves in day-to-day administrative matters, such as specific personnel, contract, investment or other operational decisions, other than serving on search committees for senior leadership positions, or as otherwise specified in the Bylaws.  Except as specifically authorized by the Board, no Regent, other than the President of the University, shall serve on a campus or University-wide standing committee that oversees or advises on day-to-day administrative matters. Nothing in this section is intended to limit the Board’s general oversight responsibility or its power of inquiry.

 21.10 Support for the University.

Regents are expected to be active supporters and advocates for the University and to take opportunities to help with fundraising, legislative advocacy, and other efforts on behalf of the University.

 21.11 Breach of Conduct.

Upon recommendation of the Governance and Compensation Committee, the Board shall adopt procedures to consider any allegation that a Regent, Committee member, Regent-Designate or advisor to a Board Committee has not fulfilled their duties as set forth in University Bylaws, policy or applicable law, and to implement appropriate response(s) when such allegation is found to have merit.

Not amended after July 20, 2016

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