University System of New Hampshire

Board of Trustees Bylaws

ARTICLE I. General Authority

These Bylaws are adopted by the University System of New Hampshire ("USNH") Board of Trustees ("Board") pursuant to the authority granted in the legislative corporate charter codified at RSA Chapter 187-A, and shall govern the proceedings and actions of the Board.

ARTICLE II. Members of the Board

Section 1.   Composition. The composition and membership of the Board shall be as provided in RSA Chapter 187-A and the laws of the State of New Hampshire, as they may be amended from time to time.

Section 2.   Compensation. Members of the Board (the "Trustees"), other than the Chancellor, the Presidents, and the Student Trustees, shall perform their duties as Trustees without compensation. All Trustees shall be eligible for reimbursement of expenses reasonably incurred in the performance of their duties as Trustees.

ARTICLE III. Officers of the Board

Section 1.   Officers. The Officers of the Board shall be a Chairperson, Vice Chairperson, and Secretary each of whom shall be Trustees. The Chancellor and Presidents shall not be eligible to serve as Officers.

Section 2.   Duties of Officers.

  1. Chairperson. The Chairperson shall preside at all meetings of the Board, shall approve the agenda for all meetings of the Board, and shall be the Chair of the Executive Committee.
  2. Vice Chairperson. The Vice Chairperson shall act for the Chairperson of the Board at the discretion or in the absence of the Chairperson, shall be the Vice Chair of the Executive Committee, and shall perform such other duties as may be assigned by the Chairperson of the Board.
  3. Secretary. The Secretary of the Board shall oversee the maintenance of an accurate record of all votes and acts of the Board.

Section 3.   Election of Officers; Term. The Board shall elect the Officers annually at the annual meeting of the Board. Officers shall serve for a term of one year and until their successors are elected.

Section 4.   Nomination of Candidates for Election as Officers

  1. Throughout the governance year the Nomination Committee shall gather and maintain information about the skills, experience, interests, aspirations, and recommendations of each member of the Board (including the presidents and the chancellor), using both personal interviews and written surveys.
  2. The Nomination Committee shall carefully consider the information it gathered about the skills, experience, interests, aspirations, and recommendations of each Board member, along with information about the needs and interests of the Board of Trustees, and develop a proposed slate of nominees for the Board Officer positions as well as any nominees for service on the Nomination Committee.
  3. In developing the slate of nominees the Nomination Committee shall consider previous leadership experience on the USNH Board and other governing boards as well as each member's talents, interests, knowledge, and experiences beyond the USNH Board of Trustees. Applicable term limits (e.g., for trustee elected by either alumni or students) shall be considered as well.
  4. The members of the Nomination Committee shall not be eligible for nomination to a Board Officer position while serving on the Nomination Committee.
  5. The Nomination Committee shall publish to the full Board, no later than three weeks prior to the Annual Meeting, the slate of nominees for the Board Officer positions and the nominees for service on the Nomination Committee.
  6. At the Annual Meeting in June the Board shall vote in public session on the full slate of Board Officer nominees, as presented and without amendment or further nominations. If the majority of the Trustees present and voting vote favor of the slate the nominees shall take office immediately following the close of the Annual Meeting. If the majority of Trustees present and voting does not vote in favor of the slate the slate would be remanded to the Nomination Committee for further consideration; in such cases the current Board Officers would continue to serve until their successors are elected by the full Board. The Nomination Committee shall publish a revised slate of Board Officer nominees to the full Board no later than three weeks prior to the next meeting of the full Board. Also at the Annual Meeting the Board shall vote on any nominees for service on the Nomination Committee, using the same procedure and with the same result as provided immediately above.

Section 5.   Removal. Any Officer of the Board may be removed from office at any time by the affirmative vote of at least two-thirds of the number of Trustees eligible to vote.

Section 6.   Vacancies. Any vacancy in an office or on the Nomination Committee shall be filled by special election of the Board.

Section 7.   Compensation. Officers shall perform their duties as officers without compensation. Officers shall be eligible for reimbursement of expenses reasonably incurred in the performance of their duties as Officers.

ARTICLE IV. Meetings of the Board

Section 1.   Subject to the Right-to-Know Law. The Board is a "public body" within the meaning of RSA Chapter 91-A (the "Right-to-Know Law") and all actions and procedures of the Board shall be subject to the requirements of the Right-to-Know Law at all times.

Section 2.   Annual, Regular and Special Meetings.

  1. Annual Meeting. The Annual Meeting of the Board shall be in June.
  2. Regular Meetings. The Board shall hold regular meetings in addition to the Annual Meeting at least three times per year.
  3. Special Meetings. The Board may hold additional special meetings called by either the Chairperson or by the Secretary upon written request of any seven Trustees.
  4. Time and Location. The time and place of all meetings of the Board shall be designated by the Chairperson unless otherwise specified by these By-Laws. Meetings shall be held at the campuses of the University of New Hampshire, Plymouth State University, Keene State College, and Granite State College.

Section 3.   Notice and Agenda.

  1. Annual and Regular Meetings. Written notice of the regular meetings of the Board shall be sent to each Trustee by appropriate means at least eight days prior to the date fixed for the meeting. The notice shall state the time and place of the meeting. A written agenda of matters to be considered at each regular meeting shall be sent to each Trustee by mail at least eight days prior to the date fixed for the meeting. The Chairperson shall be responsible for preparing the agenda for each regular meeting.
  2. Special Meetings. Written notice of a special meeting shall be sent to each Trustee by mail at least three days prior to the date fixed for the meeting. The notice shall state the time, place and purpose of the meeting. The purpose for a special meeting shall be established by the person or persons responsible for calling the meeting.
  3. Consent Agenda. A Committee of the Board may designate, by an affirmative vote of a majority of Committee members present and eligible to vote, any item or items for placement on a consent agenda at any regular meeting of the Board. Any item so designated as a consent agenda item by the Committee shall be so designated in the agenda of a regular Board meeting transmitted by appropriate means to each Trustee. Unless any Trustee objects to the inclusion of an item on the consent agenda by notifying the Chairperson, all items designated as a consent agenda item in the agenda shall be included in the consent agenda for approval by a single vote by the Board without discussion of the individual items.

Section 4.   Action at Meetings.

  1. Participation in Meetings by Means of Communications Technology. Subject to the provisions of the Right-to-Know Law, Trustees may participate in a Board meeting by means of a conference telephone or similar communications equipment as long as all persons participating in the meeting can hear each other; such participation shall constitute presence in person at the meeting.
  2. Quorum. At any meeting of the Board, the presence of fourteen Trustees shall constitute a quorum for all purposes, but only if a majority of the Board is physically present at the place of the meeting. If a quorum shall fail to attend any meeting, the Chairperson or a majority of the Trustees who are present, may adjourn the meeting to another place, date or time.
  3. Procedure. The business of the Board shall be conducted in accordance with the requirements of applicable New Hampshire law and in an open and collegial manner to the end that the deliberations shall be cordial and the actions and decisions taken shall represent the will of the Board and further the best interests of USNH. To the extent the application of Robert's Rules of Order is consistent with the foregoing principles, it shall be used as a procedural guide for the conduct of the Board's meetings.
  4. Order of Business. Unless otherwise determined by the Chairperson, the following shall be the order of business at regular meetings of the Board:
    1. call to order;
    2. consideration of the minutes of prior meetings;
    3. Chairperson's report;
    4. Chancellor's report;
    5. consent agenda;
    6. reports of the standing committees;
    7. other business; and
    8. adjournment.
  5. Voting. Except as otherwise expressly set forth in these By-Laws or required by law, any matter submitted to the Board for a vote shall be considered for all purposes as adopted if approved by a majority of the Trustees present and voting, provided that a quorum is present.

ARTICLE V. Committees of the Board

Section 1.   Designation of Committees

  1. Standing Committees. The standing committees shall be established in Section 3 of this Article. They shall have and may exercise the powers and authority of the Board to the extent provided in Section 3 and as set forth in the charters of each committee adopted by the Board in one or more resolutions.
  2. Board-designated Committees. The Board may designate such other committees as the Board shall deem advisable from time to time, each of which shall have and may exercise the powers and authority of the Board to the extent provided in the charters of each committee adopted by the Board in one or more resolutions.
  3. Special Subcommittees. The Board Officers may establish special subcommittees of any standing committee to assist a specified standing committee in carrying out its duties and responsibilities. Special subcommittees shall expire at the end of the then-current governance year and may be reestablished in the following year.

Section 2.   Appointment of Committee Members

  1. Appointment. The membership of standing and Board-designated committees and special subcommittees shall be as provided in Section 3 of this Article or the Board or Board Officers' resolution designating the committee or special subcommittee. Consistent with those provisions, promptly following the Annual Meeting, the Board Officers, with the advice and counsel of the Nomination Committee, shall appoint the chairpersons and vice chairpersons and the members of each standing committee. Only Trustees and members of the University System Student Board shall be eligible to serve as chairpersons, vice chairpersons, or members of standing committees.
  2. Ex Officio Member of Committees. The Chancellor shall be a non-voting member ex officio of each standing committee.

Section 3.   Responsibilities and Membership of the Standing Committees. The standing committees shall have the responsibilities stated in this section, and such other responsibilities as shall be set forth in written charters for each standing committee as the Board shall approve from time to time.

  1. Executive Committee. The Executive Committee shall be composed of the Officers of the Board and the chairs of the standing committees. The Executive Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the development and coordination of long-range planning and general administration for USNH, including but not limited to:
    1. performance review and evaluation of the Chancellor and Presidents as provided in Board policy,
    2. strategic planning, and
    3. collective bargaining.

    In addition, the Executive Committee is authorized and empowered to act on behalf of and in the name of the Board in all matters requiring Board action between regular Board meetings.

  2. Educational Excellence Committee. The Educational Excellence Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the coordination of policy and planning for operations relating to the mission of USNH, including but not limited to:
    1. educational programs;
    2. research and technology transfer functions and programs;
    3. programs related to community and state services related to the USNH mission;
    4. faculty promotions and granting of tenure;
    5. student affairs; and
    6. assessment of institutional and USNH performance in accomplishment of respective missions.
  3. Financial Affairs Committee. The Financial Affairs Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the coordination of policy and planning for all financial matters of USNH, including but not limited to:
    1. the operating and capital budgets of USNH, including expenditures, revenues, fiscal commitments, property sales and acquisitions, or other transactions that affect the financial resources of USNH;
    2. development of financial resources, including fund-raising and borrowing;
    3. long-range financial planning to meet the needs of USNH programs and services;
    4. compensation and benefits for all employees;
    5. information technology; and
    6. capital planning, acquisition, construction and related matters.
  4. Finance Committee on Investments. The Finance Committee on Investments shall have the membership prescribed in RSA 187-A:17, which shall be the Governor, the Treasurer of USNH, and three other Trustees to be appointed by the Chairperson of the Board. The committee shall have the responsibility for, and make recommendations to the Board on, matters as prescribed by RSA 187-A:17, and other matters relating to the investment of funds of USNH, all in accordance with policies approved by the Board.
  5. Governance Committee. The Governance Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to policies and procedures to enhance the quality, efficiency and effectiveness of the Board and other governing institutions of USNH, including but not limited to:
    1. development of policies and procedures relating to conflict of interests, financial disclosures and ethics issues;
    2. assessment of necessary skills and qualities for prospective Board members and preparation of recommendations regarding composition of the Board;
    3. oversight the development and implementation of the Board's program for new Trustee orientation and ongoing Trustee development;
    4. assessment and, as appropriate, recommending to the Chairperson changes in the composition and structure of the Board; and
    5. development of programs for evaluation and assessment of Board performance and effectiveness.
  6. Audit Committee. The Audit Committee shall assist the Board of Trustees in fulfilling its oversight responsibilities related to the integrity of financial statements and systems of internal control; the qualifications, independence, and performance of external auditors and internal auditors; compliance with legal and regulatory requirements; and the management of significant risks in USNH financial and operational areas.
    1. Membership and qualifications: The members of the Committee, including its Chairperson, shall be appointed by the Chairperson of the Board annually and may be appointed to successive terms. The Committee shall be composed of the Governor, ex officio, and at least five other Board members, all of whom shall be independent of management and USNH. Members of the Committee shall be considered independent as long as they do not accept any fees or other compensation from USNH or its subsidiaries. Members of the Committee should possess general business, accounting, legal, and financial knowledge, including the ability to read and understand financial statements. Members who do not have this knowledge prior to appointment to the Committee may obtain appropriate training to gain this knowledge after appointment. At least one member of the Committee shall have financial expertise as defined by the Board Chairperson. The Chairperson of the Financial Affairs Committee and the Chairperson of the Investments Committee may be members of the Committee, but neither shall be the Committee's Chairperson or considered to be its designated financial expert. Members of the Financial Affairs Committee and the Investments Committee shall not constitute a majority of the members of the Committee.
    2. Meetings: The Committee shall hold at least three meetings each fiscal year. Reports of all meetings will be made to the Board of Trustees. The Committee shall provide sufficient opportunity for the external auditors, the Director of Internal Audit, and USNH senior management to meet in separate private sessions with the Committee at least annually.
    3. Resources and Authority: The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to it in its Charter or otherwise assigned to it by the Board of Trustees. The Committee is empowered to investigate any matter brought to its attention and to engage independent counsel and other advisors as it deems necessary to carry out its responsibilities.
  7. Nomination Committee. The Nomination Committee shall conduct the annual nomination and election process as provided for in Article III, Section 4, of these Bylaws; inform, advise, and counsel the Board Officers on the appointment of committee chairs, vice chairs, and members; and advise the Board on matters relating to leadership succession. The Committee shall have three members, each of whom shall:
    1. be members of the Board of Trustees,
    2. serve two-year terms on the committee with staggered expiration dates and no term limits, and
    3. be elected by the full Board of Trustees at the Annual Meeting.

    The Committee Chair shall be one of the three committee members and be elected to the position of Chair by the full Board for a term of two years.

Section 4.   Meetings of Committees.

  1. Subject to the Right-to-Know Law. Each of the committees of the Board is a "public body" within the meaning of the Right-to-Know Law and all actions and procedures of the committees of the Board shall be subject to the requirements of the Right-to-Know Law at all times.
  2. Time and Location. Committee meetings may be held at any time and place designated by the Chairperson of the committee or the Chairperson of the Board.
  3. Notice. Written notice of meetings of each committee shall be sent to each Board member by appropriate means at least eight days prior to the date fixed for the meeting. The notice shall state the time and place of the meeting and note that every Board member is invited to attend. A written agenda of matters to be considered at each meeting shall be sent to each Board member by appropriate means prior to the date fixed for the meeting. The Chairperson of the committee shall be responsible for preparing the agenda for each meeting.
  4. Quorum. At any meeting of any committee, the physical presence at the place of the meeting of a majority of the members of the committee eligible to vote shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, the Chairperson of the committee or a majority of the members who are present, may adjourn the meeting to another place, date or time.
  5. Participation in Meetings by Means of Communications Technology. Subject to the provisions of the Right-to-Know Law, members may participate in a committee meeting by means of a conference telephone or similar communications equipment as long as all persons participating in the meeting can hear each other; such participation shall constitute presence in person at the meeting.
  6. Attendance Requirement. All committee members are expected to be physically present at all meetings. Any committee member unable to be physically present is expected to participate in the meeting by means of a conference telephone or similar communications equipment. Any member who fails to attend, either through physical attendance at the place of the meeting or by communications technology, two consecutive meetings shall be subject to removal from the committee upon notice by the Chairperson of the Board.
  7. Attendance by Other Trustees. Subject only to the following exception, any Trustee may attend any committee meeting. A Trustee who is also a USNH employee may be excused from a non-public portion of a committee meeting called for the purpose of assessment, evaluation, compensation, or discussion of the performance of any Trustee in his or her capacity as an employee.

ARTICLE VI. University System Student Board

There shall be a University System Student Board ("USSB") to advise the Board of Trustees and each of its committees on all topics and matters of interest to the students of any or all of the component institutions of USNH. The USSB shall be comprised of eight students, two from each of the USNH component institutions, including the two Student Trustees serving under RSA 187-A:13, III. Each institution shall establish an appropriate procedure for the election of one representative to the USSB for years in which the institution elects a Student Trustee and two representatives in other years. Each institution may but is not required to reserve one (but no more than one) representative position for a graduate student. Members of the USSB will serve from July 1 of the year in which they are elected to the following June 30. The members of the USSB shall elect a Chair from among themselves. The USSB will meet at the call of the USSB Chair to consider and make recommendations to the Board or any of the Board's committees. Each USSB member is entitled to one vote on all matters coming before the USSB, five members shall constitute a sufficient quorum for the conduct of business, and all votes shall be decided by majority rule. The Officers of the Board of Trustees shall appoint each of the USSB members to one or more of the Board's committees. The Student Trustees, elected and serving under RSA 187-A:13, III, shall be full voting members of the committees to which they are appointed. The other members of the USSB shall be non-voting members of the committees to which they are appointed, entitled to participate in all committee business and activities, including non-public sessions.

ARTICLE VII. Nondiscrimination Policy

The policy of the Board of Trustees prohibits discrimination on the basis of sex, race, color, religion, age, sexual orientation, gender identity or expression, physical or mental disability, marital status, veteran's status, political orientation and/or activity as long as any such status or activity is lawful and is not detrimental to any student, faculty member, staff person, employee or the interests of any of our academic institutions. This policy shall apply in the acceptance of students; the recruitment and employment of faculty and staff; the awarding of grants, scholarships and other funds; in the acceptance of grants and donations; and in the operation of all courses, programs and services.

ARTICLE VIII. Conflict of Interest

Section 1.   Disclosure Requirement. Any Trustee having an interest in a contract or other transaction presented to the Board or any committee thereof for authorization, approval, or ratification shall give prompt, full and frank disclosure of his/her interest to the Governance Committee Chairperson prior to action by the Board or any committee thereof.

Section 2.   Consequence of Presence or Participation. No contract or transaction between USNH and one or more of its Trustees, or between USNH and another corporation, partnership, association, or other organization in which one or more of the Trustees have a financial interest, shall be void or voidable solely for this reason, or solely because the Trustee is present at or participates at the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose, if:

  1. the material facts as to Trustee's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or the transaction by the affirmative votes of a majority of the disinterested Trustees, even though the disinterested Trustees be less than a quorum; or
  2. The material facts as to Trustee's relationship or interest and as to the contract or transaction are disclosed or are known to the Trustees and the contract or transaction is specifically approved in good faith by vote of the Trustees; or
  3. The contract or transaction is fair as to USNH as of the time it is authorized, approved, or ratified by the Board of Trustees or a committee thereof.

Section 3.   Inclusion for Quorum Purposes. Interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 4.   Disclosure Process and Form. The Board shall adopt a policy establishing a process and form for the periodic disclosure of conflicts of interests and circumstances that may lead to a conflict of interest.

ARTICLE IX. Indemnification of Trustees

Section 1.   Liability of Trustees to USNH. USNH shall defend, indemnify and hold harmless each Trustee against personal liability to USNH for monetary damages for breach of fiduciary duty as a Trustee, except with respect to: (i) any breach of the Trustee's duty of loyalty to USNH; (ii) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or (iii) any transaction from which the Trustee derived any improper personal benefit.

Section 2.   Third Party Actions. USNH, to the extent permitted by law, shall defend, indemnify, and hold harmless each Trustee who was or is a party to a proceeding or threatened to be named a defendant in a proceeding, whether civil, criminal or administrative or investigative, because such Trustee acted on behalf of USNH, against liability for a final judgment, settlement, penalty, fine, and reasonable expenses incurred with respect to the proceeding; if: (i) the Trustee conducted himself/herself in good faith; and (ii) the Trustee reasonably believed his or her conduct was neither a violation of the law nor opposed to the best interest of USNH. USNH may not defend, indemnify or hold harmless a Trustee in connection with any proceeding charging improper personal benefit to such person, whether or not involving an action on behalf of USNH, in which such person is adjudged liable on the basis that personal benefit was improperly received by him or her.

ARTICLE X. Amendments to the By-Laws

The Board shall have the power to amend, alter or repeal these By-Laws at any regular meeting of the Board, or at a special meeting duly called for the purpose, by the affirmative vote of not less than fourteen Trustees, provided that written notice of each proposed amendment is given to each Trustee at least eight days prior to the meeting.