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Office of General Counsel Policies & Guidelines

TBR Bylaws : 2

Policy/Guideline Area

Resource Documents

Applicable Divisions

TCATs, Community Colleges, System Office, Board Members

Policy/Guideline

Article I: Purpose

The purpose of the Tennessee Board of Regents is to govern, manage and control the state community colleges and state colleges of applied technology established by the General Assembly of the State of Tennessee in T. C. A. § 49-8-101(a), exercising the powers and fulfilling the duties vested in it by the General Assembly.

Article II: The Board

Section 1. Powers

A. The Board of Regents is vested by law with all the powers and authority to govern effectively and set policy for the state community colleges and colleges of applied technology in accordance with the laws of Tennessee and the policies of the Tennessee Higher Education Commission.

B. With respect to the locally governed universities in the System, the Board of Regents has the authority to review and give final approval to the operating budget of each university for the purpose of ensuring the ability to satisfy obligations to the Tennessee State School Bond Authority and its bondholders.

Section 2. Members

The composition of the membership of the Board, the terms of office, and the conditions of membership are as provided in T.C.A. § 49-8-201, including all future amendments thereto.

Section 3. Rights of Members

A. Except as provided otherwise by law, individual members of the Board enjoy these rights equally with all other members:

1. the right to vote,

2. the right to participate fully in all considerations before the Board,

3. the right to enter motions and to submit recommendations, and

4. all rights and privileges afforded the Board by law and regulation when sitting in deliberative session.

B. When not participating in meetings of the Board or any of its duly constituted committees, members, as individuals, enjoy the same rights and privileges of any citizen of the State of Tennessee as pertains to the governance, control, and management of institutions under the Board.

C. As individuals, members shall not speak for the Board unless specifically authorized to do so by the Board.

Section 4. Responsibilities of Members

A. When participating in meetings of the Board or its duly constituted committees, members are responsible for the entire System, without regard for any congressional district or area of the State or for any individual institution within the State.

B. Members are enjoined from espousing the cause of any one institution over the interests of others or the System.

Section 5. Expenses of Members

Board business-related and travel expenses, including lodging and meals encountered about meetings of the Board or duly constituted committees thereof shall be reimbursable at rates established by Board policy in accordance with Tennessee State Regulations for Travel.

Section 6. Minority Views

Upon announcement of any vote of a meeting of the Board or one of its duly constituted committees, a member holding a minority view may request his or her view be made a matter of record.  Such minority view shall be submitted in writing to the Secretary.

Section 7. Meetings of the Board

A. Regular Meetings

The Board shall hold at least one (1) stated meeting annually on a day or days determined by the board from year to year and at called meetings that may be necessary, to be called by the secretary, giving at least five (5) days' notice to the board members, but the board may adjourn the stated or called meetings to any date that it may set for adjournment.

B. Special Meetings

1. Special meetings of the Board of Regents may be called for any purpose by the Chair by request in writing to the Secretary, or by the Secretary upon written request from four other members of the Board.

2. The requests shall state the purpose of the proposed meeting.

3. Business transacted at all special meetings shall be confined to the subjects stated in the call.

C. Location

Each year, following the Fall quarterly meeting, the Secretary shall issue   a calendar of the regular meetings for the upcoming calendar year including their locations.  The board shall strive to meet on the campus of a system institution at least twice a year, rotating those meetings throughout the system, as practicable.

D. Notice of Meetings

1. The Secretary shall give each member of the Board at least five days' written notice of a regular or of special meetings of the Board.  Emergency meetings may be called by telephone or electronic notification with the understanding that similar notices are provided all members.

2. The Secretary, upon advice from the Chancellor and Board, shall prepare an annotated agenda to accompany each notice of a regular or special meeting of the Board.

3. Public notice of all meetings shall be issued in accordance with T.C.A. § 8-44-103.

E. Quorum

1. At all meetings of the Board of Regents, nine voting members shall constitute a quorum for the transaction of business.  In the absence of a quorum, the Board may convene for the purpose of receiving information. If the Board convenes in the absence of a quorum and a quorum is later established, the Board may then transact business.

2. The action of a simple majority of the voting members of the Board present at any meeting shall be the action of the Board, except as may be otherwise provided by these Bylaws.

3. Members shall be allowed to participate in a meeting by electronic or other means in accordance with T.C.A. § 8-44-108.

 F. Order of Business

The order of business at each regular meeting of the Board shall be determined by the Vice-Chair.

G. Procedures

1. Any ex-officio member of the Board may be represented at a meeting of the Board, but cannot under any conditions register a vote by proxy.

2. When a member identifies a conflict of interest about a vote on a matter before the Board, the member shall withhold his or her vote.

3. A record vote of the Board shall be required on all motions providing for approval of a budget; approval of an increase in fees or tuition; approval of capital expenditures or the extension of the credit of the system or any of its institutions; any revision of the Bylaws, the adoption of a new Bylaw or the repeal of an existing Bylaw; and the documentation of any transaction as may be required by law or deemed desirable in the judgment of the Chair. upon demand of any member present a record vote may be called for on any matter before announcement of a vote previously taken.

4. A motion to reconsider may only be made by a member who voted on the prevailing side and must be made at the same meeting.

H.  Adjourned Meetings

1. The Board may adjourn any regular or special meeting to any date it may set.

2. If a quorum is not present, any regular or special meeting may be adjourned by the members attending until a quorum shall be present.

I.  Joint Meetings

1. From time to time, the Board may find it appropriate to meet jointly with some other board or body.

2. In such meetings, the Board shall retain its constituted integrity as established under law and in accordance with these Bylaws.

J.  Executive Sessions

1. In accordance with T.C.A. § 4-35-108, the board may hold confidential executive sessions to discuss:

a. Items deemed not subject to public inspection under T.C.A. §§ 10-7-503 and 10-7-504, and all other matters designated as confidential or privileged under the Tennessee Code;

b. Litigation;

c . Audits or investigations;

d. Information protected by federal law; and

e. Matters involving information under T.C.A. § 4-35-107(a), where the informant has requested anonymity.

2. No business, other than that described under subsection 1 a-e, above, shall be considered during a confidential, non-public executive session.

3. Attendance at executive sessions shall be limited to board members.  Other individuals may be invited to attend all or portions of an executive session as deemed necessary by the board vice-chair.

K.  Minutes

1. Minutes shall be taken at each meeting of the Board and shall provide a permanent record of such meeting.

2. Minutes need not be a verbatim record of a meeting but should provide adequate basis upon which implementing actions may be taken or permanent policies be extracted therefrom.

3. Each meeting shall also be electronically recorded in its entirety.  In the event of a dispute regarding the transactions at a meeting, the electronic recording shall be determinative of the Board’s action.

4. Minutes of each regular meeting and of subsequent special meetings shall be circulated for consideration of the members prior to the next regular meeting at which time they shall be approved as attested to by the Vice Chair and the Secretary of the Board.

Article III. Committees of the Board

A. The Board of Regents as a whole shall be responsible for the operation of the State University and Community College System.

B. The Board may organize standing and special committees as necessary to carry out its governance, control, and management functions.

C. The Committees of the Board shall make studies of the fields assigned to them and advise the Board as to what, if any, changes of policy should be made.

D. Each of the standing committees shall keep informed with respect to the manner in which the policies of the Board are being administered in its field. Committees may be authorized to act on behalf of the Board.

E. All Board members may participate in committee deliberations; however, each standing committee shall consist of not less than three and not more than seven Board members.

F. A majority of the members of a committee shall constitute a quorum for the transaction of business. In the absence of a quorum, a committee may convene for the purpose of receiving information. If a committee convenes in the absence of a quorum and a quorum is later established, the committee may then transact business.

G. The Board of Regents may authorize special committees with whatever membership is desired by the Board.

H. Each standing or special committee shall report to the Board periodically or at the request of the Chair of the Board.

I. The Chair of the Board shall be an ex officio member of all committees with the authority to vote. In the absence of the Chair, the Vice-Chair shall be an ex officio member of all committees with the authority to vote.

J. The Chancellor and Secretary shall be ex officio members of all committees without the authority to vote.

K. The Executive Director of the Tennessee Higher Education Commission may serve as a member of any committee without the authority to vote.

L. Standing Committees

1. Committee on Finance and Business Operations

a. The Committee on Finance and Business Operations shall make recommendations to the Board regarding the fiscal policies to be followed in the conduct of the System.

b. The Committee shall receive and review the recommendations of the Chancellor concerning appropriation requests, allocations, budgets and budget revisions for each of the institutions in the State University and Community College System and for the office of the Board, and shall make its recommendations to the Board.

c. The report of the Committee to the Board shall include in written form the itemized deletions, additions, or other changes in the submitted budget requests of each institution.

d. The Committee shall also make recommendations to the Board as to needs for additional buildings and land for the campuses, repair and renovation of buildings, maintenance of campuses, and adequate insurance coverage of buildings and contents.

e. It shall coordinate the preparation of the capital outlay budget and capital outlay appropriations.

f. It shall study and submit recommendations affecting investments or reinvestments of trust funds and shall advise the Board regarding such funds.

g. The Committee shall submit recommendations on System-wide policies and procedures on procurement and purchasing.

h. This committee shall have such other duties as may be authorized by the Board.

i. The Treasurer shall serve as a member of this committee only without the authority to vote.

2. Committee on Academic Policies and Programs and Student Life

a. The Committee shall review and make recommendations to the Board concerning all proposals for new academic programs and degrees, revisions or discontinuations of existing programs, the adoption of our changes in admission and retention standards, and the establishment, reorganization or elimination of academic departments, divisions, branch operations and extension services, and other academic units.

b. The Committee shall be responsible for reviewing the level of productivity of existing programs, and when appropriate to recommend the discontinuance of non-productive programs.

c. The Committee shall make appropriate recommendations concerning studies and policies relating to academic matters.

d. The Committee shall also make recommendations to the Board regarding campus life of the institutions.

e. It shall receive and review the Chancellor's reports of proposed policies and regulations concerning student affairs including, but not limited to, the conduct of students, discipline, student housing, parking, safety and special activities of students of the institutions under control of the Board.

d. The Committee shall facilitate the development and implementation of K-12 partnership efforts, middle college, dual credit/dual enrollment programming, and opportunities for alignment of K-12 and college curricula.

3. Committee on Personnel and Compensation

a. The Committee on Personnel shall make recommendations to the Board regarding retirement, tenure, promotion, evaluation and other personnel matters regarding personnel involved in the various institutions governed by the Board.

b. The Committee shall make appropriate recommendations concerning policy and procedures relating to personnel matters and review the recommendations from the Chancellor relative to the annual review of personnel requests from the institutions.

c. The committee shall also review compensation matters of the institutions and System Office personnel that require Board approval and make recommendations to the Board regarding these matters.

d. The Committee shall have the power to act for the full Board in compensation matters when waiting for the next scheduled Board meeting is not desirable.

4. Committee on Economic and Community Development

a. The Committee on Economic and Community Development is responsible for the oversight of the workforce initiatives at the colleges, ensuring our institutions are meeting the workforce training needs of Tennessee.

b. The committee will:

(1) Provide oversight and make recommendations to the Tennessee Board of Regents relative to programmatic decisions including the approval of new programs of instruction, program credentials, modifications or terminations of academic workforce offerings.

(2) Ensure that workforce programs align with the needs of business and industry.

(3) Ensure that workforce programs enrich, strengthen, and support Tennessee citizens, the State of Tennessee’s Drive to 55, and economic development goals.

(4) Review productivity and performance of workforce programs annually and provide a report to the Tennessee Board of Regents.

(5) Provide recommendations to the Tennessee Board of Regents for creation of or revisions to policies and guidelines related to workforce entities within the TBR system’s institutions.

(6) Encourage and recognize excellence in workforce partnerships and student’s successes.

5. Committee on External Affairs

a. The Committee on External Affairs is responsible for the oversight of the Board’s relationship to organizations and constituent groups external to the system, ensuring that these relationships promote the mission and goals of the Tennessee Board of Regents system.

b. Toward the furtherance of this purpose, the Committee on External Affairs shall:

(1) Provide oversight for government relations activities and initiatives and make recommendations to the Board on legislative priorities for the system.

(2) Make recommendations regarding the Board's role in building relationships and collaborations with foundations, external funders, businesses, industry groups, organizations, and community leaders.

(3) Make recommendations regarding the Board's role in advocating the priorities of the System to media and local, state, and national leaders.

(4) Provide oversight for public relations efforts, promote effective communications with constituents and review the marketing, digital and branding strategies developed that promote the system, its initiatives and the individual colleges.Promote effective communication between the System and its institutions, public officials, and leaders at the local, state, and national levels.

(5) Provide oversight of fundraising and system grant efforts, recognize excellence in philanthropy and review reports on philanthropic and collaborative grant activities within the system.

6. Audit Committee

a. The Audit Committee shall provide appropriate oversight and accountability on fiscal matters within the Tennessee Board of Regents.

b. In addition to the Regents appointed to the Committee, the Board may select one or more certified public accountants or other qualified citizens who are not members of the Board to serve on the Audit Committee.

c. The Audit Committee shall employ a person qualified by training and experience to serve as an internal auditor and to report directly to the Audit Committee and the Board.

d. The internal auditor shall be removable only for cause by a majority vote of the Board.

e. The internal auditor shall perform the duties required by the Higher Education Accountability Act of 2004 (T.C.A. § 49-14-101 et seq.) including reports to the Committee and development of a process to report and investigate illegal, improper, fraudulent or wasteful activity.

Article IV. Officers and their Duties

A. Officers

1. The officers of the Board of Regents shall be the Chair, Vice Chair, Chancellor, Treasurer, and Secretary. The sitting Governor of the State of Tennessee shall serve as Chair of the Board.

2. The Board may from time to time establish such other offices and positions as may be necessary to carry out the functions of the Board.

B. Election and Term of Office

1. The term of office of each officer, except the Chancellor, shall be one year commencing on July 1st and continuing until a successor is chosen and installed.

2. Officers other than the Chair and Chancellor shall be elected each year by the Board at the last regular meeting of each fiscal year.

3. The Vice Chancellor for Business and Finance shall serve as Treasurer unless the Board chooses to fill the office by election from the staff of the Chancellor.

4. The Board shall elect the Secretary from the staff of the Chancellor.

5. No one person shall hold more than one of these offices.

C. Removal of Officers

Officers may be removed at any time by the Board by the affirmative vote of a majority of the Board, not merely of the quorum.

D. Vacancies

Vacancies shall be filled by the Board as soon as practicable.

E. Chair

1. The Chair shall be a member of the Board, shall preside at the meetings of the Board, if present, with the authority to vote, and may work with the Vice Chair to appoint the Chairs and members of all committees.

2. The Chair shall be an ex officio member of all committees with the authority to vote.

F. Vice Chair

The Vice Chair shall be a member of the Board and shall perform the duties and have the powers of the Chair during the absence or disability of the Chair.

G. Chancellor

1. The Board of Regents shall elect the Chancellor who shall hold office at the pleasure of the Board.

2. The Chancellor shall not be a member of the Board.

3. In case of any vacancy in the Chancellorship, the Board shall name an Acting Chancellor who shall serve until the office of the Chancellor shall be filled.

4. The Chancellor shall be the chief executive officer of the State University and Community College System.

5. The Chancellor shall perform all those duties that are prescribed by the Board.

6. The Chancellor shall be responsible to the Board of Regents for the prompt and effective execution of all resolutions, policies and rules and regulations adopted by the Board for the ordering and the operation of the entire System and for the government of any and all of its branches.

7. The Chancellor’s discretionary powers shall be broad enough to enable him or her to discharge these responsibilities.

8. The Chancellor shall attend and participate in, without the privilege of voting, all of the meetings of the Board of Regents and of its committees.

9. The Chancellor shall be an ex officio member of all committees, without the authority to vote.

10. The Chancellor shall review recommendations from the presidents regarding annual appointments, promotions, and salaries of employees of the several institutions of the System, and shall be responsible for compliance by the presidents with Board policies and procedures on personnel matters.

11. The Chancellor shall make recommendations regarding the establishment or discontinuance of staff positions in the Office of the Board of Regents.

12. The Chancellor shall recommend the appointment of administrative officers and other employees of the Office of the Board of Regents.

13. The Chancellor shall be empowered to act for the Board in the interims when the Board is not in session.

14. The Chancellor shall speak for the Board and shall represent it at meetings and before the public consistent with established policies of the Board.

15. The Chancellor shall be the channel of communication with the presidents of the institutions and shall present recommendations concerning System policy to the Board.

16. The Chancellor shall be authorized upon the authority of the Board and in its name to execute all notes, bonds, deeds, contracts, and other documents of an official nature.

17. The Chancellor shall submit, on behalf of the Board and with its approval the annual report at the end of each fiscal year, which report shall go to the Governor and the legislature.

H. Treasurer

1. The Treasurer shall be sworn and bonded to discharge faithfully the duties as Treasurer.

2. The Treasurer shall serve without vote as a member of the Committee on Finance and Business Operations.

3. The Treasurer shall perform such other duties as the Board may authorize or as may be assigned by the Chancellor.

I. Secretary

1. The Secretary shall be sworn to discharge faithfully the duties as Secretary.

2. The Secretary shall be present at all meetings of the Board and of the committees.

3. The Secretary shall keep an accurate record of proceedings of the meetings of the Board and of the committees.

4. In the absence of the Secretary from a meeting, a secretary shall be chosen for the meeting and shall record the proceedings.

5. The Secretary shall be the custodian of all minutes, official documents, and archives of the System.

6. The Secretary shall perform such other duties and have such other powers as the Board may authorize or as may be assigned by the Chancellor.

J. Delegation of Duties of Officers

In case of the absence of any officer of the Board of Regents, or for any other reason that the Board may deem sufficient, the Board of Regents may delegate the powers or duties of such officers, provided a majority of the full Board concurs therein.

Article V. Presidents

Section 1. Duties of the President

A. The president of each college in the System shall be the chief executive of the institution and of all its departments, and shall exercise such supervision and direction as will promote the efficient operation of the institution.

B. The president shall be responsible to the Board through the Chancellor for the operation and management of the institution and for the execution of all directives of the Board and of the Chancellor.

C. The president shall be the official medium of communication between the faculty and the Chancellor, and between the council, senate, assembly, or any such body, either of the faculty or of the students, and the Chancellor.

D. The president shall recommend annually to the Board of Regents, through the Chancellor, the creation or continuance of positions of faculty and other employees of the institution.

E. The president shall have the authority to recommend or make appointments of personnel and, within budgetary limitations, to fix their salaries, and to recommend or approve promotions, transfers, leaves of absence, and removal of personnel, pursuant to the requirements of policies and procedures established by the Board, and subject to such prior approval or confirmation of the Board or the Chancellor as may be required by the Board.

F. The president shall make an annual report to the Board, through the Chancellor, of the work and condition of the institution under his or her control.

Section 2. Term of Appointment

The presidents of the colleges shall serve at the pleasure of the Board.

Section 3. Resignation and Removal of Presidents

A. The president of an institution may resign at any time upon written notification to the Board through the Chancellor.

B. The Board may terminate the employment of the president of an institution at any time.

C. In the event of a resignation or termination, the Board, at its discretion, may authorize a payment equal to up to three months of the president’s salary.

Section 4. Presidents Council

A. The president of each college shall be a member of the Presidents Council.

B. The council shall have the opportunity to present reports and recommendations to the Board of Regents.

C. The Chancellor shall be an ex officio member of the council and shall be invited to attend each meeting of the council.

Article VI. Employees of the Colleges

A. Administrative personnel, faculty members and other personnel shall be recommended or appointed by the president of the college, subject to such requirements, approvals or confirmations by the Board or the Chancellor as may be specified by the Board.

B. A member of the Board shall not be a party to procuring the appointment of any relative at any of the units of the System.

Article VII. Amendment of Bylaws

A. These Bylaws may be amended or repealed at any regular meeting by an affirmative vote of not less than nine members of the Board, provided however, that any proposed change in these Bylaws shall be submitted to the Secretary in writing at any regular meeting or special meeting and shall be voted on at the next regular meeting of the Board.

B. Amendments or additions to the Bylaws shall be presented in such form as suitable for direct incorporation into the Bylaws.

C. Any Bylaw may be suspended at any regular or special meeting for that meeting only by the unanimous consent of all present.

D. The Secretary shall maintain a Bylaws book in which shall be recorded all Bylaws and any changes, additions, or deletions thereto.

Article VIII. Parliamentary Authority

The rules contained in Roberts Rules of Order, Newly Revised 11th Edition, or the most recent subsequent edition, shall govern the Board in all cases in which they are not inconsistent with these Bylaws or any special rules of order of this Board.

Article IX. Board Self-Assessment

A. In order to regularly evaluate its responsibilities and expectations, the Board shall conduct a self-assessment every other year, beginning in 2018.

B. In the years that self-assessments are conducted, assessment forms will be provided to the Regents to be completed and returned to the Board Secretary after the September Quarterly Meeting.

C. The Board Secretary will share the completed forms with the Vice Chairman.

D. A Board Assessment Report will be produced by the Vice Chairman and Board Secretary and shared with other members of the Board at its December Quarterly Meeting.

Sources

Controlling Statutes

T.C.A. § 49-8-101 et seq.; T.C.A. § 49-11-401 et seq.

Approvals & Revisions 

As Amended December 16, 1983; Board Meeting December 7, 2001; Board Meeting September 24, 2004; Board Meeting December 3, 2004; Board Meeting June 26, 2008; Board Meeting September 24, 2010; Revisions and renumbering approved at Board Meeting, September 26, 2014; Board Meeting December 10, 2015, Board Meeting June 23, 2017; Board Meeting September 21, 2017. Revision and reformat approved at Dec. 14, 2017 Board Meeting; Ministerial revisions 2-21-2018; Revisions approved June 22, 2018.