2.22 President's Office
BOARD OF REGENTS BY-LAWS
Date of Adoption/Most Recent Revision: 06/01/2015

ARTICLE I
Section 1               Name:                   Midwestern State University


Section 2               Location:             

The University shall have its offices at the university property located at 3410 Taft Boulevard, Wichita Falls, Wichita County, Texas.

Section 3               Executive            
                                Officer:                  The President shall serve as the Executive Officer of the University.

Section 4               Seal:                     

The seal of the University shall be a circular design containing, between outer concentric rings, the words, “Midwestern State University, Wichita Falls, Texas; and within its central ring, an etching of the central portion of Hardin Hall with the figure “1922” beneath it.  The official seal shall be of a solid gold color.

Section 5               Motto:                   

The motto of the University will be “PER SCIENTAM AD EXCELLENTIAM -THROUGH KNOWLEDGE TO EXCELLENCE.”

ARTICLE II
Section 1               Control:                

The policies and operation of the university are vested in a Board of Regents of nine members appointed by the Governor and confirmed by the Texas Senate.

ARTICLE III
Section 1               Academic
                                Relationships:    

The University shall maintain memberships in appropriate state, regional, national, and professional college and accrediting associations.

ARTICLE IV
Section 1               Number:              

The Board of Regents of the University shall consist of nine members as outlined in Senate Bill No. 6, 56th Legislature (Texas Education Code Chapter 103).


Section 2               Term of Office:   

Regents will be appointed for staggered terms of six years each, the terms of three members expiring on February 25 of even-numbered years.


Section 3               Vacancies:          

Vacancies occurring shall be filled by the Governor for the unexpired term.  The members of the Board shall be removable by the Governor for inefficiency or inattention to the duties of the office.

Section 4               Regents
                                Emeritus:            

The Board of Regents may elect persons whose service merits the highest honor it may confer to the position of Regent Emeritus for life.  Such election must be by unanimous vote of those present and voting.  The number of such Regents shall not exceed three at any one time.  Their counsel and support will be sought in university affairs, but they cannot be accorded voting privileges.

Section 5               Powers:                               

The Board of Regents shall have charge and control of the University, and shall have power to adopt such by-laws and other regulations as they shall deem necessary and proper for carrying out the purposes and objectives of the University.  The Board shall have power to elect a President of the University, such other officers as they deem proper and necessary, and to confer upon them appropriate powers.  The Board shall perform such other duties as may be required by the laws of the State of Texas.  All deeds, mortgages, contracts, or other legal papers to be executed by or on behalf of the University shall be signed by the Chairperson of the Board of Regents, or by the Vice Chairperson in the absence of the Chairperson, and attested by the Secretary under the seal of the University when necessary, provided that prior to the execution of deeds, mortgages, and contracts, the Board of Regents in regular or special meeting shall have authorized the execution of such matters and shall have entered upon its minutes a resolution to that effect.

Section 6               Grounds for
                                Removal of
                                Board Member: 

It is a ground for removal from the Board that a member, commits malfeasance of office; cannot, because of illness or disability, discharge the member’s duties for a substantial part of the member’s term; or is absent from more than half of the regularly scheduled board meetings that the member is eligible to attend during a calendar year, unless the absence is executed by majority vote of the
Board.  The validity of an action of the Board is not affected by the fact that it was taken when a ground for removal of a board member existed.

ARTICLE V
Section 1               Non-Voting
                                Student Regent:

A Midwestern State University student will be appointed by the governor to serve as a student regent as provided in Texas Education Code, Section 51.356.


Section 2               Term of Office:   

A student regent will be appointed on June 1, or as soon thereafter as practicable, to serve for a one-year term expiring on the next May 31.


Section 3               Qualifications:    

To be eligible for appointment as a student regent, a person must be enrolled as an undergraduate or graduate student at Midwestern State University and be in good academic standing. Throughout a student regent’s term, the student regent must maintain a grade point average of at least 2.5 on a four-point scale.  The president shall notify the Governor if the student regent fails to maintain the qualifications required.

 

Section 4               Vacancies:          

A vacancy in the position of student regent shall be filled for the unexpired term by appointment by the Governor in consultation with the University president.


Section 5               Powers:               

A student regent is not a member of the Midwestern State University Board of Regents.  A student regent has the same powers and duties as the members of the Board of Regents of the institution, including the right to attend and and participate in meetings of the Board of Regents, except that the student regent may not vote on any matter before the Board or second any motion before the Board, and is not counted in determining whether a quorum exists for a meeting of the Board or in determining the outcome of any vote of the Board.

 

Section 6               Compensation

                                and

                                Reimbursement:

A student regent serves without compensation but is entitled to be reimbursed for the actual expenses incurred by the student regent in attending the meetings of the Board of Regents.

ARTICLE VI

Section 1               Fiscal Year:        

The fiscal year of the University shall constitute the period beginning each September 1 through August 31.

Section 2               Regular

                                Meetings:            

In the last meeting of the fiscal year, the dates for the regular meetings for the next fiscal year shall be approved.  Regular meetings shall be held on the days approved in November, February, May, and August of each fiscal year.  Any changes in the announced dates must have the unanimous consent of the members of the Board.

Section 3               Special

                                Meetings:             

Meetings of the Board of Regents may be held as required.  Such meetings may be called on recommendation of the Executive Committee or at the written request of five or more members of the Board of Regents, and if the Chairperson chooses not to call such special meeting, the petitioning members may call the meeting.  Additionally, the Chairperson may convene a meeting of the Board when the Chairperson considers it appropriate to consider any business related to the University.  If special meetings are held, only matters set forth in the notice of the meeting are to be considered and acted upon except by unanimous consent of all Board members whether present or not.

Section 4               Notice of

                                Meetings:             

For all regular meetings, notice will be sent to each member of the Board by mail, facsimile, or delivered in person in time to reach each member not less than ten (10) days before the time of the meeting.  For special meetings, mail, facsimile, or hand-delivered notice shall be sent to each member of the Board in time to reach each member not less than 72 hours before the time of the meeting.

Section 5               Place of

                                Meeting:               

All meetings of the Board of Regents shall be held in University buildings unless specifically stated otherwise in the notice of call.  Any such meeting or all such meetings may be adjourned or continued until all items of Board business have been disposed of.         

Section 6               Quorum:              

A majority of appointed members shall constitute a quorum at any regular or special meeting of the Board of Regents.

Section 7               Executive

                                Session :              

All meetings of the Board of Regents shall be open to the public.  The Chair-person; however, may declare the meeting to be in executive session to discuss any properly posted items whenever legally justified in accordance with the Texas Government Code Chapter 551, during which time visitors and employed University personnel may be denied the floor and/or excused from the meeting.

Section 8               Order of

Business:            

 

Customarily, the following order of business shall be observed at regular meetings of the Board:

 

A.      Call to order

B.      Invocation

C.      Introduction of visitors and special guests

D.      Introductory remarks

E.      Public Comment

F.      Reading and approval of minutes

G.      Financial reports and approval of reports

H.      Special reports to the Board

I.        Consideration of items referred directly to the Board

J.       Consideration of items contained in reports of standing committees

K.      University President’s report

L.       Executive Session of the Board

M.      Adjournment.

 

Section 9               Compensation and

                                Reimbursement of

                                Board Members:               

A member of the Board serves without compensation.  A member of the board is entitled to receive reimbursement subject to any applicable limitation on reimbursement provided by the General Appropriations Act, for actual expenses incurred in attending the meetings of the Board or in performing other Board business authorized by the Board.

 

Section 10             Rules of Order:  

All meetings of the Board of Regents and its committees shall be governed by Robert’s Rules of Order.

ARTICLE VII

Section 1               Board Officers:  

The Board shall organize by electing a Chairperson and other officers the Board considers appropriate.

 

Section 2               Nomination and

Election:              

The following officers shall be elected: Chairperson, Vice Chairperson, Secretary, and Member-at-Large of the Executive Committee. Officers shall serve for two years or until their successors are elected. Nominations of the officers shall be made by a Nominating Committee appointed by the Chairperson of the Board of Regents. Nominations from the floor shall also be received. Elections shall be held at the August meeting of the Board during even-numbered years and the new officers shall take office September 1 following the election. Election shall be by formal ballot unless decided otherwise at the meeting. A majority of Regents present and voting shall be required for election. If no nominee receives a majority vote, the nominee receiving the lowest number of votes shall be dropped before a new ballot is taken, and so on until one candidate remains. No proxies shall be allowed.

 

Section 3               Chairperson:      

The Chairperson shall call all regular and special meetings or delegate responsibility for such action.  Also, special meetings shall be called upon written request of five or more members.  The Chairperson shall preside at all Board meetings and, together with the President of the University, shall arrange the agenda for such meetings.  Within the limits of authority fixed by the Texas Constitution and laws, the Chairperson shall sign all deeds for conveyance of real estate or other legal documents of the University unless authority is other-wise delegated by specific and recorded action of the Board of Regents; and all diplomas and citations awarded by the University.  The Chairperson shall serve

as chairperson of the Executive Committee and call its meetings; represent the University officially at academic, social, and other functions where such representation is necessary or important; or shall appoint official representatives; and perform such other duties as may be assigned by the Board.

                                                               

Section 4               Vice

                                Chairperson:      

The Vice Chairperson shall preside over all meetings in the absence of the Chairperson, and shall succeed to the rights and powers of the Chairperson In the event the Chairperson is absent from the state or unable to act because of physical disability or disqualification.  He/she shall also perform such other duties as may be assigned by the Board.

 

Section 5               Secretary:           

The Secretary shall attest to and sign true and faithful records of all meetings of the Board and such other duties as may be assigned by the Board.  All papers committed to the Secretary’s care shall be preserved in an orderly fashion and in such a way as to make them accessible at all times. The Secretary shall submit his/her files for inspection to the Board of Regents or President of the University upon request.

 

Section 6               Vacancies:          

Should the Chairperson of the Board be unable to serve an entire term of office, the Vice Chairperson will assume that position.  Any other officer vacancy that occurs during the regular term of office shall be filled by election for the unexpired term.

ARTICLE VIII

Section 1               Membership:      

The Executive Committee shall consist of the Chairperson, Vice Chairperson, Secretary, and member-at-Large as elected by the Board, with the President of the university as ex-officio member.

 

Section 2               Meetings:            

The Executive Committee shall meet at the call of the Chairperson.  Meetings of the Committee shall be presided over by the Chairperson, or by the Vice Chair-person in the absence of the Chairperson.  A majority of the Committee shall constitute a quorum.

 

Section 3               Duties:                 

The Executive Committee shall be responsible for monitoring the implementation of all Board decisions and making recommendations on all matters not specifically assigned to another committee. It may be authorized to act finally on any matter submitted to it by Board approval.  Additionally, this committee shall consider matters related to the governance, control, and direction of the university; strategic planning, capital priorities, and long-range facilities planning; the legislative appropriations request process; construction, maintenance, repair, and rehabilitation of physical facilities; acquisition and use of buildings, grounds, and other real property; campus technology; and the naming of university buildings, major centers of activities, and other highly visible properties and facilities.

ARTICLE IX

Section 1               General

                                Provisions:         

Standing committees shall be appointed by the Chairperson of the Board. In addition to the Executive Committee, the following committees shall be standing Committees of the Board of Regents: (a) Finance Committee; (b) Academic and Student Affairs Committee; (c) Audit, Compliance, and Management Review Committee.  Committees shall serve two years or until the appointment of new committees.  Each committee shall perform the duties listed and such others as may be assigned.  Committee recommendations and reports shall be made to the Board of Regents or its Executive Committee.  The President of the university and the Chairperson of the Board of Regents shall be ex-officio members of all committees, shall receive notice of committee meetings, and have the privilege of the floor.          

 

In the unanticipated absence of a committee quorum, the Chairperson or Board Committee Chairperson may appoint another Board of Regents member to serve in a temporary capacity on the committee.  This action does not apply to the Executive Committee.  All committee members will be provided with an agenda prior to the scheduled date of the committee meeting in order to expedite the meeting.  No committee is authorized to make decisions or adopt policies without prior knowledge of the Board of Regents, but shall make reports and recommendations for final action by the Board.  A committee may take final action when authorized to do so by the Board of Regents.

Section 2               Finance

Committee:         

The Finance Committee shall consider matters pertaining to finances to assure the fiscal integrity of the university at all times through appropriate budgeting, accounting procedures, and policies; outside financing, including the issuance of notes, bonds, securities of any type, and agreements of any description that result in indebtedness by the university; annual budgets and tuition and fees; the handling of university funds whether from appropriated or contributed funds, to include depositories and cash and investment management; and private giving.

Section 3               Academic and

                                Student Affairs

                                Committee:         

The Academic and Student Affairs Committee shall consider matters pertaining to the educational mission, academic programs of the university, and student success, including academic and student support programs as well as a quality living and learning environment. The committee will further have oversight of personnel matters and general personnel policies.  The committee will support a comprehensive student affairs program, including intercollegiate athletics.

 

Section 4               Audit, Compliance

                                And Management

                                Review Committee:

 

The Audit, Compliance, and Management Review Committee shall oversee all audit matters, compliance activities, and operations management reviews; ensure sound fiscal and management policies and practices; review and approve the annual audit plan; oversee the university’s ethics and conflicts of interest policies; have oversight responsibilities relating to the integrity of the university's financial statements, the systems of internal control, the independence and performance of the internal audit functions, and the university's compliance with legal and regulatory requirements; and oversee the yearly presidential performance review.

 

Section 5               Special Committees:

                                                               

The Chairperson shall be empowered to create special committees of the Board and appoint members thereto as circumstances warrant or conditions demand.

ARTICLE X

Section 1               Matters to be Referred to

                                Committees of the Board:

 

The Board, in cases where practicable, before taking action on any subject or measure coming clearly within the sphere of the duties of any standing committee, shall refer the same to such standing committee, which committee shall, when requested, report its recommendations in writing.

ARTICLE XI

Section 1               President of

the University:   

The President of the university shall be the responsible agent of the Board of Regents and the chief executive of the university, directly accountable to the Board.  The President’s discretionary power shall be broad enough to meet these responsibilities.  All employees of the university shall report officially to and through the President.

                               

The President of the university shall prepare or have prepared for presentation to and approval by the Board of Regents a Policies and Procedures Manual for the operation of the university. After approval by the Board of Regents, the President of the university shall cause it to be published and provided to members of the Board, to all members of the university faculty, and to such other parties as he/she deems necessary. This Policies and Procedures Manual shall be subject to revision and amendment by action of the Board of Regents at any regular meeting.

ARTICLE XII

Section 1               Communications

To the Board:     

Unless invited by a Board member or members, communications to the Board from persons not members thereof, except in the case of the President of the university, shall be in writing and shall be submitted through the Chairperson of the Board or the President of the university.

Section 2               Procedures for

                                Appearances Before the Board and Committees –

                                Public Comment Period:

 

Members of the public are invited to address the Midwestern State University Board of Regents through written and oral testimony whenever the Regents or any of its committees meets in open session in accordance with the guidelines below.

1.    On any day that the Regents or any of its committees meets in open session, the first order of business will be a twenty-minute meeting of the Committee of the Whole for the purpose of hearing public comment. Individual speakers will be permitted to speak for up to three minutes, depending on the number of individuals who have signed up to speak.

2.    Public comment is limited to items that appear on the agenda for the meeting. The public comment period may not be used for addressing individual grievances, personal attacks, or commercial endorsements. The public comment period also may not be used by a party in negotiation or litigation with the university to address matters related to the negotiation or litigation. Only those requests conforming to subject matter requirements will be approved.

3.    In order to accommodate those individuals wishing to speak when more people have signed up to address the Committee than can be heard, the Chairman may adjust the procedures at his/her discretion.

4.    A sign-up sheet is used to record those who wish to address the Board of Regents during this public comment period. Anyone who wishes to speak may call the office of the Director of Board and Government Relations after the Open Meeting Notice for the meeting has been published or may sign up on the day of the meeting. The sign-up sheet will be available on the day of the scheduled meeting at the meeting location at least thirty minutes before the meeting time. Members of the public must sign up prior to the start of the meeting. Speakers will be called in the order in which they signed up.

5.    Written comments and materials brought for the Regents by speakers will be accepted during public comment and will be available to the Regents during the duration of the meeting.

ARTICLE XIII
Section 1               Appeals to the Board:

 

In the event any employee of the university desires to appeal to the Board of Regents any action taken affecting him/her, the Board in its discretion may appoint an examiner or a committee to take evidence on issues involved and make findings of same and recommendations to the Board of Regents. The Board of Regents may, in its discretion, upon appeal by any employee or student of the university of any action taken affecting him/her, hear such appeal, appoint an examiner or committee to take evidence on issues involved and make findings and recommendations to the Board and act thereon without taking further evidence or it may decline to hear the appeal.

ARTICLE XIV
Section 1               Board Members Entitled to Vote:


No member of the Board of Regents shall be entitled to vote at any regular or called meeting unless present, either in person or via telecommunications.

ARTICLE XV
Section 1               Enactment:

The foregoing by-laws supersede all previous by-laws of the university and by their adoption or enactment do repeal all other by-laws. Adoption shall be accomplished by a two-thirds vote of members present at two (2) successive meetings of the Board provided that a majority of its members are present on each occasion when adoption is voted upon.

 

Section 2               Amendment or Suspension of By-Laws:
                                                               

These by-laws may be amended, waived, suspended, or repealed at any meeting of the Board of Regents by a two-thirds vote of members present, provided a quorum is present, and further provided a written notice of proposed changes has been sent each member at least ten (10) days prior to the time of voting.