Bylaw 27. Meetings

27.1 Regular Meetings of the Board.

(a) Schedule of Meetings and Calling Additional Meetings
The Board shall establish a schedule of its regular meetings for the upcoming calendar year no later than 180 days before the start of the year. Such schedule shall be approved by the Board, on recommendation of the Chair of the Board, in consultation with the President of the University.  Additional regular meetings of the Board shall be called by the Secretary and Chief of Staff at the direction of the Chair of the Board or the President of the University.
 
(b) Agenda
The agenda for each regular meeting of the Board shall include a roll call and a request for action on the minutes of the previous meeting. The agenda otherwise shall be determined by the Chair of the Board, in consultation with the President of the University, and with the Chairs of the Standing Committees, as appropriate. Any Regent is entitled to have an item placed on the agenda of a Committee or of the full Board, including an item that previously failed to obtain the approval of a Committee, or received no Committee action within 180 days of being placed on the Committee’s agenda.  The Chair of the Board or the Committee Chair as appropriate, in consultation with the President of the University, shall determine the scheduling of the item, provided that such scheduling must occur in sufficient time to afford the Regent a meaningful opportunity to have the proposal heard by the Board or Committee.
 
(c) Notice
The Secretary and Chief of Staff shall provide notice and the agenda of each regular meeting of the Board as required under applicable law. At a minimum, the Secretary and Chief of Staff, 10 days in advance of each regular meeting, shall post notice and agenda of the meeting on the University’s website, and shall deliver notice of the meeting to each Regent by email or other means assuring similar time of delivery. The times and dates and order of business indicated are approximate and subject to change.
 
(d) Supporting Materials
The supporting materials for the agenda shall be made available to the Regents 10 days in advance of the meeting or as soon as practicable thereafter. 
 
(e) Quorum
The quorum for a regular meeting of the Board is nine Regents. A “meeting” of the Board or of a Committee shall be deemed to be subject to applicable open meeting requirements when either a majority or a quorum of members, whichever is fewer, is in attendance.
 
(f) Presiding Member
The presiding member at a meeting of the Board shall be determined in the following order, based on availability: the President of the Board; the Chair of the Board; the Vice Chair of the Board; the member with the most seniority on the Board among those present. Any member otherwise entitled to preside at the meeting may request that the member next in order assume the presiding role, regardless of the presiding member’s presence or availability.
 
(g) Open/Closed Session
The Board shall schedule Open Meetings and Closed Meetings in a manner that meets or exceeds the requirements of applicable law.
 
(h) Communication to Regents
Persons seeking to communicate with the Board during a regular meeting shall be given the opportunity to do so during a public comment session, in accordance with applicable law and Regents policy. The presiding member may also invite representatives of the University’s students, faculty or staff to address the Board on issues pertinent to the Board’s business. Persons seeking to communicate with the Board outside a regular meeting may do so in writing by providing it to the Secretary and Chief of Staff.
 
(i) Direct Board Review
Prior to a meeting of the Board, matters otherwise suitable for review by a Committee may be placed on the Board’s agenda and brought directly to the Board at the direction of the Chair of the Board.  During a meeting of the Board, matters otherwise suitable for review by a Committee and listed on a Committee agenda may be brought directly to the Board on the affirmative vote of a majority of the members, following a motion by any Regent, which may be made as a matter of right.
 
(j) Matters Failing Committee Vote
Any Regent has the right to make a motion to bring to the Board a matter that fails to obtain the approval of a Committee; the matter will be brought directly before the Board for consideration upon the affirmative vote of a majority of the Regents present at a meeting of the Board.
 
(k) Determinative Vote
Except as otherwise provided in the Bylaws or Committee Charters, all matters coming before the Board shall be determined by a majority of votes cast by Regents present, excluding abstentions and recusals. Upon the request of any Regent, the vote shall be by a call of the roll.
 
(l) Reconsideration
Any Regent may move for the reconsideration of an action, either during the meeting at which such action is taken, by making a motion for reconsideration, or at a subsequent meeting, by seeking to place the item on the agenda, in accordance with the process set forth in Bylaw 27.1 (b).
 
(m) Supplemental Rules of Procedure
Subject to applicable law, and to the extent not addressed in these Bylaws or other University governing policies, the current edition of Robert's Rules of Order Newly Revised shall govern the meetings of the Board and its Committees.
 
(n) Teleconference meetings
The Board may hold meetings (including both open session and closed sessions) by teleconference consistent with applicable law.

27.2 Special Meetings of the Board.

Special meetings of the Board shall be governed, to the extent applicable, in accordance with the rules specified for regular meetings of the Board, except as provided below. Special meetings of the Board may be convened for any purpose, at the request of the President of the Board, the Chair of the Board, the President of the University, or any four Regents. Notice and agenda of such special meetings shall be provided as required under applicable law.  In addition to legal requirements, the Secretary and Chief of Staff, at least 72 hours in advance of such meeting, shall post the notice and agenda for the meeting on the University’s website, and shall deliver the notice and agenda to each Regent by email or other means assuring similar time of delivery. The quorum for a special meeting of the Board is twelve Regents.

27.3 Emergency Meetings of the Board.

(a) Emergency Meetings
Emergency meetings of the Board may be convened only for purposes specified under applicable law, at the request of the President of the Board, the Chair of the Board, or the President of the University. Notice of such meetings shall be provided as required under applicable law. In addition to legal requirements, the Secretary and Chief of Staff, at least one hour in advance of such meeting, shall deliver the notice and agenda for the meeting, if any, to each Regent by email or other means assuring similar time of delivery. The quorum for an emergency meeting of the Board is five Regents.
 
(b) Waiver of Notice
In the event that services are not functioning to permit notice to be made, notice requirements shall be deemed waived, and the President of the Board, the Chair of the Board or the President of the University, or a designee thereof, shall, as soon after the meeting as possible, post on the University’s website 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.

27.4 Committee Meetings.

(a) Calling Committee Meetings
Meetings of Committees and Subcommittees shall be called by the Secretary and Chief of Staff at the direction of the Chair of the Board, the Chair of the Committee or Subcommittee for which a meeting is to be called, the President of the University, or any three members of the Committee or Subcommittee for which a meeting is to be called.
 
(b) Rules of Procedure Generally
Meetings of the Standing Committees and other Committees shall be governed, to the extent applicable, in accordance with the rules specified for regular meetings of the Board, except as provided below.
 
(c) Quorum
Except as otherwise provided in the Bylaws or a Committee Charter, the quorum for a meeting of a Standing Committee or other Committee is five Regents.
 
(d) Notice
Notice and agenda of Committee and Subcommittee meetings shall be provided as required under applicable law.  Apart from legal requirements, the Secretary and Chief of Staff, at least 10 days in advance of such meeting, shall post the notice and agenda for the meeting on the University’s website, and shall deliver the notice and agenda to each Regent by email or other means assuring similar time of delivery.
 
(e) Presiding Member
The presiding member at a meeting of a Standing Committee or other Committee shall be determined in the following order, based on availability: the Chair of the Committee; the Vice Chair of the Committee; the member with the most seniority on the Committee among those present. Any member otherwise entitled to preside at the meeting may request that the member next in order assume the presiding role.
 
(f) Joint Committee Meetings
Any combination of Committees may be convened to meet jointly, at the discretion of the Chair of the Board, in consultation with the President of the University. The vote of each Committee participating in the joint meeting shall be recorded separately. Items requiring Board approval that are approved by any one Standing Committee shall be forwarded to the Board for further consideration and possible action.
 
(g) Special Search Committees
To the extent permitted by applicable law, meetings of special search or selection committees held for the purpose of conducting interviews for university officer positions shall not be public meetings, and no public notice is required.

27.5 Interim Actions.

Matters requiring Board or Committee action between meetings may be acted on upon the recommendation of the President of the University or an Officer of the Corporation in their respective areas of responsibility. For matters requiring action by the Board, approval under this authority requires either the approval of the Chair of the Board and the Chair of the Standing Committee with jurisdiction over the matter or approval by the Governance Committee. If the Chair of the Board also serves as Chair of the relevant Standing Committee, then approval by the Vice Chair of the relevant Standing Committee is required.

For matters requiring action by a Committee, approval under this authority requires either the approval of the Chair and the Vice Chair of the Committee or approval by the Governance Committee. In the case of the inability of the Chair of the Board to act, the Vice Chair of the Board may act; and in the case of the inability of the Chair of the Committee to act, the Vice Chair of the Committee may act. For matters requiring action by a Committee, in the case of the inability of the Chair or Vice Chair of the Committee to act, the next most senior member of the Committee may act.  All actions approved under this interim action authority shall be reported at the next regular meeting of the Board.

27.6 Release of Board Information.

(a) Open Session
Agenda materials for items to be discussed in open session shall be made available to the public in a manner that meets or exceeds applicable law. Notice of actions approved by the Board and its Committees in open session shall be made public as soon as practicable following the meeting. Approved minutes of open session meetings shall be posted as soon as practicable after approval. All of the foregoing is subject to any legal requirement that prohibits disclosure of specific information.
 
(b) Closed Session
The proceedings of closed sessions are to be kept confidential by all attendees except as provided in Section 27.6(c). Notice of actions taken in closed session by the Board and its Committees shall be made public as soon as practicable following the meeting. 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 in a manner contrary to the purpose of the closed session exceptions in applicable open meeting laws. Release of actions shall be determined by the President of the University, the Secretary and Chief of Staff, the Chief Investment Officer, and the Chief Compliance and Audit Officer in their respective areas of responsibility, in consultation with the General Counsel, or, upon determination of the General Counsel in the General Counsel’s area of responsibility. 
 
(c) Disclosure of Closed Session Materials
Minutes and agenda materials from closed session meetings shall be kept confidential by members and staff and released only as follows:

• As required by law or legal process; or
• 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; or 
• The President of the University or the Secretary and Chief of Staff, in consultation as appropriate with the Chair of the Board and General Counsel of The Regents, may release information for scholarly purposes or other good cause if the substance would not presently be considered in closed session, if the substance would be scheduled for release to the public subsequent to the closed session, or if the information is twenty-five years or more old.

Not amended after May 17, 2019