Bylaws
Board of Regents
University of Houston System

1.1    The Texas Legislature has vested the organization and control of the University of Houston System (hereafter referred to as “system”) to the Board of Regents (hereafter referred to as “board”). Section 111.11, Texas Education Code.

1.2    Section 51.352. Responsibility of Governing Boards, Texas Education Code, sets forth the responsibility of the board as follows:

(a)    It is the policy of this state that the governing boards of institutions of higher education, being composed of lay members, shall exercise the traditional and time-honored role for such boards as their role has evolved in the United States and shall constitute the keystone of the governance structure. In this regard each governing board:

1. is expected to preserve institutional independence and to defend its right to manage its own affairs through its chosen administrators and employees;
2. shall enhance the public image of each institution under its governance;
3. shall interpret the community to the campus and interpret the campus to the community;
4. shall nurture each institution under its governance to the end that each institution achieves its full potential within its role and mission; and
5. shall insist on clarity of focus and mission of each institution under its governance.

(b)    The governing board of an institution of higher education shall provide the policy direction for each institution of higher education under its management and control.

(c)    In making or confirming appointments to a governing board, the governor and senate shall ensure that the appointee has the background and experience suitable for performing the statutory responsibility of a member of the governing board.

(d)    In addition to powers and duties specifically granted by this code or other law, each governing board shall:

1. establish, for each institution under its control and management, goals consistent with the role and mission of the institution;
2. appoint the chancellor or other chief executive officer of the system, if the board governs a university system;
3. appoint the president or the chief executive officer of each institution under the board’s control and management and evaluate the chief executive officer of each component institution and assist the officer in the achievement of performance goals;
4. set campus admission standards consistent with the role and mission of the institution and considering the admission standards of similar institutions nationwide having a similar role and mission, as determined by the coordinating board; and
5. ensure that its formal position on matters of importance to the institution under its governance is made clear to the coordinating board when such matters are under consideration by the coordinating board.

(e) Each member of the governing board has the legal responsibilities of a fiduciary in the management of funds under the control of institutions subject to the board’s control and management.

(f) The governing board of each general academic teaching institution and each public junior college within a 100–mile radius of that institution shall adopt a policy to enhance the transfer of students based on the recommendations of the permanent advisory committee under Section 51.3521 of this code.

1.3    The members of the Board shall exclude themselves both individually or collectively from access to any and all material considered classified by the federal government and/or other classified information which may be entrusted to the University and shall periodically designate appropriate officers of the University as the managerial group with full authority and responsibility for maintaining the necessary facilities clearance and negotiating, executing and administering classified contracts of the Department of Defense or other user agencies of the U.S. Government awarded to the University of Houston System.

2.1    The system is composed of all those institutions and entities which are currently, and which may be, from time to time, assigned by specific legislative act to be under the governance, control, jurisdiction, and management of the board. Section 111.20(a) and (b), Texas Education Code.

2.2    Section 51.353. Responsibility of System Administration, Texas Education Code, sets forth the responsibility of system administration as follows:

1. The system administration of each system shall coordinate the activities of component institutions within the system.
2. In addition to other powers and duties provided by this code or other law, each system administration shall:
1. initiate, monitor, approve, and coordinate long–range planning for the system;
2. approve short–range institutional plans for operations and expenditures;
3. provide to component institutions technical assistance such as legal and financial services;
4. evaluate each component institution and assist the institution in the achievement of performance goals; and
5. perform such other duties as may be delegated to it by the governing board of its system.

2.3    Section 51.354. Institutional Responsibility, Texas Education Code sets forth the responsibility of system component institutions as follows:

In addition to specific responsibilities imposed by this code or other law, each institution of higher education has the general responsibility to serve the public and, within the institution’s role and mission, to:

1. transmit culture through general education;
2. extend knowledge;
3. teach and train students for professions;
4. provide for scientific, engineering, medical, and other academic research;
5. protect intellectual exploration and academic freedom;
6. strive for intellectual excellence;
7. provide educational opportunity for all who can benefit from post secondary education and training; and
8. provide continuing education opportunities.

2.4    The board shall appoint a chancellor and such other executive officers of the system central administration office as may be deemed appropriate. The term of appointment, salary, and duties of each such officer shall be determined by the board. Section 111.21(b), Texas Education Code

2.5    The board may appoint and remove the chancellor, a president, any faculty member, or other officer or employee of the system when, in its judgment, the interest of the university requires it. The board shall fix the respective salaries and duties of the officers and employees. Section 111.19, Texas Education Code.

2.6    All executive management employee action appointments shall be approved by the board upon the recommendation of the chancellor. The board delegates to the chancellor, or his/her designee, the authority to approve all other faculty, professional, and administrative actions.

3.1   Pursuant to Texas Education Code § 51.355, a student regent shall be appointed by the governor annually on February 1, to serve a one–year term expiring on the next February 1. The student regent must be enrolled as an undergraduate or graduate student at a component institution of the University of Houston System at the time of appointment and throughout the student regents’ term.

3.2   The student regent is not a member of the board of regents of the University of Houston System. The student regent has the same powers and duties as the members of the board of regents, including the right to attend and participate in meetings of the board of regents, except that the student regent may not vote on any manner before the board or make or second any motion before the board. The student regent is not counted in determining whether a quorum exists for a meeting of the board or in determining the outcome of any vote before the board.

4.1    Officers

The officers of the board shall consist of a chair, a vice chair, and a secretary who shall hold office for a term of one year from September 1 through August 31, or until his or her successor has been elected. No board member shall serve more than two consecutive terms as chair.

4.2    Election

Officers shall be elected at the regular meeting of the board in August. A Nominating Committee of three (3) regents, one (1) representing each regental class, shall be appointed by the chair at the regular meeting of the board in May. Election shall be by ballot or, with the approval of all regents present, by voice vote. A majority of votes cast by those present shall be required for election.

4.3    Duties of the Chair of the Board

The chair of the board shall:

4.3.1   preside at all meetings of the board;

4.3.2   call special meetings of the board;

4.3.3   review and approve the agenda for all meetings of the board;

4.3.4   appoint the standing and special committees of the board;

4.3.5   serve as the official spokesperson for the board;

4.3.6   certify the minutes of the executive sessions of the board.

4.4    Duties of the Vice Chair of the Board

The vice chair of the board shall, upon the absence, death, resignation, disability or disqualification of the chair, perform the duties of the chair until the chair can resume his or her office or his or her successor shall have been elected, and such other duties as the chair may, from time to time assign.

4.5    Duties of the Secretary of the Board

The secretary shall:

4.5.1    keep, or cause to be kept, full, accurate, and complete minutes of all meetings of the board;

4.5.2    sign bond resolutions, investment resolutions, and banking resolutions executed on authority of the board.

5.1    Executive Committee

5.1.1    The executive committee shall consist of the chair, vice chair, secretary, and, if he or she is still serving as a regent, the immediate past chair of the board. Three members shall constitute a quorum.

The executive committee shall:

1. exercise the powers of the board when action is required and a board meeting cannot be conveniently scheduled;
2. report all actions taken on behalf of the board at the next regular or special board meeting;
3. keep a separate record of executive committee proceedings and submit that record for inclusion in the official record of the board at the next regular or special board meeting;
4. annually review the performance of the chancellor, the internal auditor, and the performance reports on the general officers presented by the chancellor; and
5. consider and approve any other matters that arise concerning the Board.

5.2    Standing Committees

5.2.1    The standing committees are Academic and Student Affairs, Administration and Finance, Audit, Endowment Management, External Affairs, Strategic Planning, and University Advancement.

5.2.2    The chair of the board shall appoint a chair and vice chair for each standing committee. Standing committee chairs and vice chairs shall serve one–year terms from September 1 through August 31. A vacancy in a committee chair or vice chair position shall be filled by appointment of the board chair.

5.2.3    All committees will have four regents (a committee chair, vice chair, and two additional regents who shall each be appointed by the chair of the board). All committees may have 1-4 advisory members. The advisory members must be selected unanimously by the chair of the board, chancellor, and the appropriate committee chair. The advisory members will serve one-year terms from September 1 through August 31 and may be reappointed each year. Advisory members do not have voting authority. A quorum of each of the committees is three regents.

5.2.4    The authority of a board committee is subject to the bylaws and policies of the board. Committees shall report and make recommendations to the board. Unless specifically authorized by official action of the board, a committee shall not act for the board.

5.3    Academic and Student Affairs Committee

5.3.1    The academic and student affairs committee shall:

1. review and recommend approval of the role, mission and major plans for development of the system and its component universities;
2. review and recommend approval of the academic organization of the universities;
3. review and recommend approval of major academic policies, and proposed new or major changes in academic programs;
4. review and recommend approval of campus admissions policies and major policies pertaining to students, student activities and student organizations;
5. review and recommend approval of policies for the operation of auxiliary enterprises, including KUHF–FM and KUHT–TV, and ensure that these enterprises are, whenever possible, self–supporting and at all times operated in accordance with sound business principles;
6. review and accept reports on research contracts and grants;
7. review and recommend approval on matters concerning technology and emerging issues;
8. review and recommend approval of certain academic personnel actions; and
9. consider and make recommendation on any other matters that arise concerning academic and student affairs.

5.4    Administration and Finance Committee

5.4.1    The administration and finance committee shall:

1. review and recommend approval of fiscal policies and major financial plans, including annual operating budgets and capital financing plans;
2. review and recommend approval of legislative appropriations requests;
3. review and recommend approval of banking agreements;
4. review and recommend approval of fees;
5. review and accept major financial and management reports;
6. review and recommend approval of major financial contracts and expenditures;
7. review and recommend approval of the plans for management, purchase, lease, sale or development of real estate;
8. review and recommend approval of master plans for the development of sites and facilities;
9. review and recommend approval of projects for new construction or major repair and rehabilitation of buildings and facilities when the total cost is equal to or greater than the submittal threshold requiring Texas Higher Education Coordinating Board action;
10. review and recommend approval of major policies for the use, occupancy and security of facilities and property;
11. consider and recommend approval of matters concerning facilities planning and building;
12. review and recommend approval of personnel policies and certain non–academic personnel actions;
13. consider and recommend approval of matters concerning compensation and human resources;
14. annually review and approve the Wortham House operating policies which include provisions for the authority to approve expenditures for renovations and maintenance of the property; and
15. consider and make recommendations on any other matters that arise concerning administration and strategic planning.

5.5    University Advancement Committee

5.5.1    The University Advancement committee shall:

1. provide leadership, support and advocacy for university advancement (development and university relations);
2. foster the bond between the universities and their private constituencies and environments through partnerships, collaborative efforts, and ongoing relationships with key external stakeholders;
3. review and recommend approval of gifts as defined by board policies; and
4. consider and make recommendations on any other matters that come before the board concerning university advancement.

5.6    Audit Committee

5.6.1    The Director of Internal Audit shall be responsible to the board through the Audit Committee.

5.6.2    The audit committee shall:

1. assure that the board maintains direct access to both internal and external audits of the System;
2. recommend to the board guidelines for the operation of the committee and the auditing functions throughout the System;
3. provide oversight of the internal and external audits including initiating audits, compliance activities, and operations management reviews as deemed necessary to ensure appropriate risk management and control processes within the System;
4. review and approve the annual internal audit system–wide risk assessment and audit plan;
5. make recommendations for the selection of external auditors;
6. review the scope of audits;
7. provide guidance for the Director of Internal Audit on risk assessment and audit plans;
8. review the findings of all external auditors and internal audit reports; and
9. review system–wide risk assessment evaluations and plans to address the identified significant risk functions; and
10. consider and make recommendations on any other matters that come before the board concerning audit.

5.6.3    The Audit Committee–approved annual audit plan will be presented to the board for approval during the August regularly scheduled meeting.

5.7    Endowment Management Committee

5.7.1    The endowment management committee shall:

1. review and recommend approval of changes to investment policies;
2. review and recommend approval of the endowment spending rate;
3. monitor, evaluate and recommend external investment managers and consultants;
4. review and recommend approval of investment manager guidelines;
5. establish and monitor asset allocation targets and ranges;
6. review and recommend approval of investments for the endowment fund and other investment portfolios of the system; and
7. consider and make recommendations on any other matters that come before the board concerning endowment management.

5.8    External Affairs Committee

5.8.1    The external affairs committee shall:

1. foster the bond between the universities and their constituencies and environments through partnerships collaborative efforts, and ongoing relationships with key external stakeholders;
2. provide leadership, support and advocacy for governmental relations, community relations and other external affairs activities;
3. review agendas and activities related to governmental relations and community relations; and
4. consider and make recommendations on any other matters that come before the board concerning external affairs.

5.9    Strategic Planning Committee

5.9.1    The strategic planning committee shall review and provide input on matters that impact the strategic direction of the UH System or one of its component universities. These matters include but are not limited to the following:

1. institutional mission, organizational structure and expansion;
2. strategic plans and strategic planning activities;
3. campus master plans; and
4. consider and make recommendations on any other matters that come before the board concerning strategic planning.

5.10    Special Committees

Special committees may be established by the chair of the board to report to the board, and they shall function until discharged. Membership normally will include regents and may also include persons not on the board.

5.11   Staff Services to the Board Committees

With the approval of the chair of the board, the chancellor will designate a member of his or her staff as liaison for each standing board committee and subcommittee. The administrator designated shall provide information and assistance as needed to the chair of the committee or subcommittee to prepare the agenda and conduct the business of the committee or special committee.

6.1    Procedure

Robert’s Rules of Order shall govern the procedure at meetings unless modified by standing or special rules of the board or by a majority vote of a quorum.

6.2    Quorum

A quorum shall consist of a majority of the members of the board, and the action of a majority of a quorum shall be action of the board except as otherwise specified herein.

6.3    Committee Meetings

The regular meetings of the committees shall be held at such time and place the committee shall designate. Normally, committee meetings will be held quarterly for the purpose of conducting standing committee business.

6.4    Regular Meetings

The regular meetings of the board shall be held at such time and place the board shall designate. Normally, regular meetings will be held quarterly for the purpose of conducting standing committee business and board action.

6.5    Special Meetings

Special meetings of the board may be called by the chair, the vice chair when performing the duties of the chair, or upon written request of five members of the board.

6.6    Notice of Open Meetings

The Open Meetings Act, Chapter 551 of the Government Code, provides that meetings of governmental bodies must be open to the public, except for expressly authorized executive sessions, and that the public must be given notice of the time, place and subject matter of meetings of governmental bodies. Notice of a meeting must be posted with the Secretary of State’s Office for at least 72 hours preceding the scheduled time of the meeting. In case of an emergency of urgent public necessity, which shall be clearly identified in the notice, it shall be sufficient if the notice is posted two hours before the meeting is convened.

6.7    Distribution of Agenda Material

6.8    Order of Business

Normally the order of business shall be:

6.8.1    Call the meeting to order;

6.8.2    Approval of the minutes;

6.8.3    Open Forum;

6.8.4    Resolutions, communications, petitions, and memorials;

6.8.5    Report and recommendations of the chair of the board;

6.8.6    Standing committee meetings;

6.8.7    Reports and recommendations of standing committees;

At the close of discussion and action on each standing committee agenda, the committee will be automatically adjourned and the board reconvened to receive and act on the report of the standing committee chair prior to the convening of the next standing committee.

6.8.8    Reports and recommendations of special committees;

6.8.9    Approval of committee recommendations;

6.8.10    Approval of consent docket;

6.8.11    Reports and recommendations of the chancellor;

6.8.12    Executive Session

6.8.13    Reports and recommendations from executive session; and

6.8.14    Adjournment

6.9    Consent Docket

Items on the consent docket will go directly to the board for actions without separate consideration by the standing committees unless one or more regents request that an item(s) be removed from the docket and considered separately, in which case it will be placed on the agenda of the appropriate standing committee. The following may be placed on the consent docket:

6.9.1    Investment resolutions and amendments.

6.9.2    Banking resolutions and amendments.

6.9.3    Texas Public Finance Authority resolutions and amendments.

6.9.4    TexPool investment authorization resolutions and amendments.

6.9.5    Intent to finance expenditures incurred or to be incurred for a campus construction project resolutions and amendments.

6.9.6    Endowment Fund Statement of Investment Objectives and Policies.

6.9.7    Annual write-off of accounts and notes receivables.

6.9.8    Annual write-off obsolete equipment and other inventory.

6.9.9    Appointment of members to the Systemwide Art Acquisition Committee. Committee handbook guidelines and revisions.

6.9.10    Staff holiday schedule.

6.9.11    Overview of New Media Coverage.

6.9.12    Sponsored Research Activity Reports

6.9.13    Outside Employment of General Officers

6.9.14    Other routine items designated as appropriate by an Administrator of a Standing Committee.

7.1    Board members have the right and duty to be fully informed on all matters that influence their obligations as regents. Nothing herein shall be construed to prevent them from informing themselves as they deem proper; however, they shall not interfere in the administration of the system. The board shall at all times be free to seek and receive information to ensure that its policies and directives are effectuated.

7.2    The regular channel of communication to and from the board shall be through the chancellor and where appropriate, the president of the respective university.

7.3    A maximum of thirty minutes will be set aside at regularly scheduled board meetings for a public comment session. Persons wishing to address the regents may register their request with the Executive Administrator at least one week prior to the meeting. Each person will be given up to five minutes and may address the board on any topic.

7.4    All proposals for consideration by the board shall be presented to the chancellor according to the published calendar. The chancellor shall consider such proposals and make recommendations thereon in the agenda prepared for the board meeting. Except in the case of an emergency, proposals not received by the chancellor within the time prescribed shall be automatically deferred for consideration until the next meeting of the board.

7.5  Board bylaws and policies require reports to be presented to the board and actions to be taken by the board on a periodic basis. It is the responsibility of the Executive Administrator of the Board to maintain the report/action schedule and ensure that all such reports and action items are included on the agenda for the appropriate board meeting.

8.1 A two–thirds majority vote of all members of the board shall be required to amend these bylaws.