4.1 GOVERNING BOARD CHARACTERISTICS [CR]
The institution has a governing board of at least five members that:
(a) is the legal body with specific authority over the institution.
(b) exercises fiduciary oversight of the institution.
(c) ensures that both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, personal, or familial financial interest in the institution.
(d) is not controlled by a minority of board members or by organizations or institutions separate from it.
(e) is not presided over by the chief executive officer of the institution.
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North Carolina A&T State University was established in 1891. It is a constituent institution of the 17-campus University of North Carolina System, which is under the authority of the Board of Governors of the UNC system. The university was last accredited by the Southern Association of Colleges and Schools, Commission on Colleges in 2010.
(a) Legal Body with Specific Authority over the Institution
North Carolina A&T State University has a public governing board, its Board of Trustees, that has twelve (12) plus the head of the university’s student government, who serves as its 13th members, with full voting privileges. This Board is the legal body with specific authority over the institution and exercises fiduciary oversight of the institution, as outlined in its Bylaws. The members were appointed as follows: eight elected by the UNC Board of Governors, four appointed by the N.C. General Assembly and the president of the N.C. A&T Student Government Association. The term of office of all trustees, except the student member, is four years. The student member’s term is one year as the head of student government changes each year. The N.C. A&T Board of Trustees is responsible for performing functions that are central to the governance of the university, as described in Chapter 116 of the North Carolina General Statutes, the Code of the Board of Governors of the University of North Carolina and the University of North Carolina Policy Manual (Appendix 1—Delegation of Duty and Authority to Boards of Trustees), and the Bylaws of the University’s Board of Trustees and the policies of the university.
The members of the Board of Trustees exercises strong leadership of the institution and plays an active role in the institution’s policy-making, e.g., awarding of tenure, approval of honorary degrees, and approval of university policies. The Board of Trustees also provides advice on such matters as university investments, athletics, and strategic planning. Once annually the Board meets for orientation and training, which involves both continuing and new board members. Every other year, the UNC system also provides training for all Boards of Trustees of the UNC constituent institutions.
More detailed information on university Governance and Administration, including the Duties, Responsibilities, and Expectations of Members of the Board of Trustees is provided on the attached document.
(b) Fiduciary Oversight of the Institution
The Board of Trustees exercises fiduciary oversight over the university, including academic affairs, business and finance, university advancement, human resources, research and economic development, athletics, and internal audits. The Board’s fiduciary responsibilities are outlined in the Duties, Responsibilities, and Expectations of Members of the Board of Trustees, beginning on p. 2, which starts with the following statement:
III. Fiduciary Obligations, Duties, and Responsibilities. Board members are responsible for performing functions that are central to the governance of the University, as described in Chapter 116 of the North Carolina General Statutes, the Code of the Board of Governors of the University of North Carolina, the University of North Carolina Policy Manual, and the policies and by-laws of the University. Board members shall adhere to the standards of conduct and fulfill duties and expectations set forth in this policy. As a fiduciary for the University, Board
Members owe the University the duty of care, the duty of loyalty, and the duty of obedience (p. 2).
One of the primary fiduciary responsibilities of the Board of Trustees is to ensure that the university’s financial resources are used to provide excellent educational programs for its students. The Bylaws state, on pp. 12-13:
SECTION IX. POWERS AND DUTIES
I. Budget Administration.
The Board of Trustees shall advise the Chancellor with respect to the development of budget estimates for North Carolina Agricultural and Technical State University and with respect to the execution and administration of the budget, as approved by the General Assembly and the Board of Governors (pp. 12-13).
The Duties, Responsibilities, and Expectations of Members of the Board of Trustees also address fiduciary responsibilities in Section III.A.2.e.
e. Board members should understand and participate appropriately in the oversight function allocated to the Board with respect to the finances and effectiveness of the University (p. 3).
Three copies of meeting minutes are provided to show the engagement of the Board in financial and other types of activities (November 2018, September 2019, and February 2020).
(c) Presiding Officer of the Board and a Majority of other Voting Members of the Board are Free of any Contractual, Employment, Personal, or Familial Financial Interest in the Institution
The Board of Trustees ensures that both the presiding officer and most of the other members are not civilian employees of the military nor are they active or retired military. The Chair of the Board (its presiding officer) and most of the members have no contractual, employment, personal, or familial financial interest in the institution. The profiles of each of the members of the Board of Trustees is available on the university’s website. Each member of the Board must attend an ethics and lobbying education presentation within six months of assuming their positions and every two years thereafter. They are also required to file a Statement of Economic Interest (SEI), (North Carolina State Ethics Commission website—landing page).
The attached Conflict of Interest Statement is read aloud at the beginning of each full Board meeting (as shown on the Agenda attached), and members are given an opportunity to recuse themselves before the meeting begins. Occasionally a Board Member recuses himself/herself from a portion of the meeting.
(d) Board not Controlled by a Minority of Board Members or Other Organizations or Institutions
The appointment process for the Board of Trustees helps to ensure the Board’s independence, and the term limits (maximum of two consecutive four-year terms) also helps to ensure that there is constant turn-over and new members joining the Board. The state’s Conflict of Interest Laws and its “open meetings law” also help to ensure that meetings are very professional and are not controlled by a minority of Board Members or other organizations. The responsibilities and behaviors of the Board are clearly outlined in the Duties, Responsibilities, and Expectations of Members of the Board of Trustees.
The university is aware of no discord among the Board Members or of any undue influence by other organizations or institutions—interests, politics, religion, or anything else. No Board Member, group of Board Members or any other organizations or institutions are exerting control over the university’s Board of Trustees.
(e) Board of Trustee Presider
The Bylaws of the Board of Trustees, on p. 8, states the following:
B. Presiding Officer
The Chair shall preside at all meetings of the Board of Trustees. In the absence of the Chair, the Vice-Chair shall preside. In the absence of the Vice-Chair, a presiding officer shall be elected to preside by and from the membership of the Board of Trustees (p. 8).
The Chair of the Board of Trustees presides at each meeting of the Board. The Bylaws, in Section IV.D, p. 3, indicates that “At such times when the Chair is absent or incapacitated, the Vice Chair shall preside at Board meetings and perform other duties of the Chair as needed at that time.”
While the Chancellor attends all Board of Trustees meetings, he does not preside at these meetings.
North Carolina A&T State University has a legal governing board that meets all the criteria for composition, responsibilities, ethics and commitment and leadership as stated in Section 4.1 of the SACSCOC Standards.
1. Board of Governors of the UNC System
2. Board of Trustees of North Carolina A&T State University
3. Bylaws of the N.C. A&T Board of Trustees
4. Chapter 116 of the North Carolina General Statues
5. The Code of the Board of Governors and
6. The UNC Policy Manual (Appendix 1—Delegation of Duty and Authority to Boards of Trustees)
7. Bylaws of the University’s Board of Trustees
9. Policies of North Carolina A&T State University related to Governance and Administration
10. Duties, Responsibilities, and Expectations of Members of the Board of Trustees
11. Board of Trustees Meeting Minutes
12. Profiles of the Board of Trustees Members
13. Statement of Economic Interest (SEI)
14. North Carolina State Ethics Commission website—landing page
15. Conflict of Interest Statement
16. An Agenda of a Board of Trustees Meeting