Bylaws

ARTICLE I

A. The governing body of Morehead State University is the Board of Regents, which by statute is responsible for the essential government of the University.

B. The Board of Regents is composed of eleven (11) members as determined by the applicable statutory law with the membership to be selected as provided therein.

C. Meetings: Meetings of the Board of Regents are of two kinds, regular meetings and special meetings.

1. Regular Meetings - There shall be four (4) quarterly meetings of the Board of Regents each calendar year. These meetings shall be held on such dates and at such places for the succeeding calendar year as the Board of Regents shall determine at its last regular meeting of the calendar year. The meeting date(s) may be changed by the Chair in cases of need.
2. Special Meetings - Upon written request of the President of the University or of two (2) members of the Board, the Chair of the Board shall call a special meeting at a place designated by him/her, and the Board may at such special meeting transact any or all business that it may transact at a regular meeting. The Secretary shall give at least a two-day written notice of the meeting to all Regents.

D. Closed Sessions: No final action will be taken at any closed session of the Board. However, the Board may from time to time conduct closed sessions for the purposes authorized by KRS 61.810; e.g., engaging in:

1. Deliberations on the future acquisition or sale of real property by a public agency, but only when publicity would be likely to affect the value of a specific piece of property to be acquired for public use or sold by a public agency;
2. Discussions of proposed or pending litigation against or on behalf of the public agency;
3. Discussions or hearings which might lead to the appointment, discipline, or dismissal of an individual employee, member or student without restricting that employee's, member's or student's right to a public hearing if requested, provided that this exception is designed to protect the reputation of individual persons and shall not be interpreted to permit discussion of general personnel matters in secret; and
4. Meetings which federal or state law specifically require to be conducted in privacy.

*In conducting a closed session, discussion of property transactions under (1), or discussions closed for the purpose of protecting the reputation of individual persons under (3), the following requirements shall be met:

1. Notice shall be given in regular open meeting of the general nature of the business to be discussed in closed session and the reason for the closed session;
2. Closed sessions may be held only after a motion is made and carried by a majority vote in open, public session;
3. No matters may be discussed at a closed session other than those publicly announced prior to convening the closed session; and
4. No final action may be taken at a closed session.

E. Notice of Meetings: Due notice in writing of the regular meeting and of any changes in the dates, times, or places of a regular meeting of the Board or of a committee thereof shall be given by the Secretary of the Board of Regents. Such notice shall be delivered personally, by mail or telegram, or transmitted by facsimile machine to each local newspaper of general circulation, each news service, and each local radio or television station serving Morehead State University and the communities where the University's extended campus centers are located. The public will be provided a copy of the schedule of regular Board or committee meetings. In addition to the media organizations listed above, notice of special meetings shall be delivered to each media organization which has filed a written request, including a mailing address, to receive notice of special meetings. Notices of special meetings must be delivered to each of the above at least 24 hours prior to the time of such meeting, unless the 24 hour notice is specifically excepted by Kentucky Revised Statutes. All notices of special meetings shall indicate the item(s) of business to be considered. All meetings shall be held at times and places convenient to the public.

F. Quorum: A majority of the members of the Board shall constitute a quorum for the transaction of business, but no appropriation of money nor any contract that requires an appropriation or disbursement of money shall be made, and no teacher employed or dismissed, unless a majority of all the members of the Board vote for it.

G. Agenda: For all meetings the President shall prepare an Agenda which shall be mailed to each Regent ten (10) days prior to the meeting. All regular meeting agendas shall include the minimum of the following:

1. Roll call;
2. Report of the President; and
3. Quarterly Financial Statement.

H. Conduct of Business: All meetings shall be conducted in accordance with the principles of procedure prescribed in the most recent edition of Robert's Rules of Order.

ARTICLE II

A. The general powers and duties conferred upon the Board of Regents to carry out the purposes of Morehead State University are provided by law in the Kentucky Revised Statutes 164.350. In addition thereto and included therein, such powers and duties are:

1. The promotion of the mission and goals of the University;
2. The authorization of the creation or discontinuance of degrees upon approval of the Council on Higher Education;
3. The election of a Chair of the Board, Vice Chair, and Secretary, and the appointment of a Treasurer;
4. The appointment and removal of the President of the University;
5. The appointment of faculty members upon the recommendation of the President and the appointment of such administrative officers upon recommendation of the President;
6. The determination of guidelines for salary ranges for all faculty, administrative and University personnel and the establishment of insurance, retirement and other programs for the benefit of faculty, administrative and other personnel;
7. The establishment or discontinuance of any faculty rank;
8. The adoption of policies for granting leaves of absence and the approval of promotions for administration and faculty members;
9. The review and establishment of policies and procedures for granting tenure of faculty members;
10. The regulation of government and discipline of students and the regulation of government and discipline of faculty;
11. The determination of the number of divisions, departments, bureaus, offices, and agencies needed for the successful conduct of the University;
12. The approval of general budget policies which would govern student financial aid programs;
13. The fixing of special charges and other fees, subject to approval by the Council on Higher Education;
14. Upon appropriate clearances, the issuance of revenue bonds to finance projects required by or convenient for students under its governance;
15. The care and preservation of all property belonging to the University;
16. Provide for the submission of such reports and budget requests as may be required by State Government;
17. The approval of the annual budget;
18. The formulation and periodic revision of long-range plans; and
19. The granting of diplomas and conferring of degrees upon the recommendation of the President and faculty.

ARTICLE III

A. The officers of the Board of Regents shall consist of the Chair, Vice Chair, President, Treasurer, Secretary to the Board of Regents, and such other officers as the Board of Regents deems necessary to carry out its responsibility of governing the University.

• CHAIR - The Chair shall be elected annually as provided by law and the Chair shall be limited to no more than four consecutive terms. The Chair is charged with the duty of maintaining that level of interest and activity among the members of the Board of Regents as will best contribute to the determination of Board policies, wise planning for the future, intelligent and considerate observance of the rights of the students, faculty, and staff. The Chair shall preside at all Board of Regents' meetings and shall fix the order of business and shall perform such additional duties as may be imposed on his/her office by statute or by the direction of the Board.
• VICE CHAIR - The Vice Chair shall be elected annually and the Vice Chair shall be limited to no more than four consecutive terms. The Vice Chair acts for the Chair when the latter is absent from a meeting.
• PRESIDENT - The President of the University shall be the chief executive and academic officer of the University. The President may be a member of the General Faculty. The President shall be elected by the Board for such term as the Board deems advisable, not to exceed four (4) years. The President shall attend all meetings of the Board of Regents. As chief executive and academic officer of the University, the President shall:
  • (a) Be responsible for the operation of the University in conformity with the purposes and policies as determined by the Board of Regents and to develop rules and regulations as are necessary to carry out the purposes expressed herein;
  • (b) Act as adviser to the Board of Regents and shall have responsibility for recommending for consideration those policies and programs which in his/her opinion will best promote the interests of the University;
  • (c) Recommend to the Board of Regents long-range educational goals and programs and the new degrees which may be best suited to attain those goals and programs;
  • (d) Maintain effective relationships with the students, guarding and protecting their best interests;
  • (e) Recommend to the Board promotions, reassignments, leaves of absence, sabbaticals of the faculty and other personnel to the Board for ratification;
  • (f) Be authorized to develop a suitable organization for the effective administration of the University and to designate positions and their titles subject to ratification by the Board;
  • (g) Be authorized to appoint and determine compensation, subject to subsequent ratification by the Board, of any employee of the University under conditions set by the Board;
  • (h) Be authorized, after consultation with the appropriate officer(s) or employee and the affected individual, subject to subsequent ratification by the Board, to suspend and/or reassign any member of the University at any time for proper cause;
  • (i) Be responsible for supervising the establishment and maintenance of proper relationships through the Director of the Alumni Association with alumni and the alumnae;
  • (j) Be responsible for the discipline of students with the power to impose appropriate penalties including expulsion;
  • (k) Prepare and submit to the Board a biennial budget request as required by law;
  • (l) Make to the Board of Regents, according to a schedule established by the Board, written reports which shall contain a full account of receipts of money from all sources, amount and purpose of disbursements thereof, and the financial condition of the University; and
  • (m) Perform such other duties as may be required by the Board of Regents.
• SECRETARY - The Board of Regents shall elect a Secretary at the time other officers are elected for a term not to exceed one (1) year. The Secretary will attend all meetings of the Board and shall record all the Minutes of all proceedings and shall perform all statutory duties and other functions which are usual to the duties of a Secretary and shall assist the Board in the discharge of its official duties.
• TREASURER - The Board of Regents shall appoint a Treasurer at the time other officers are elected for a term not to exceed one (1) year. The Treasurer shall be responsible for the funds of the Board of Regents and such other statutory duties and responsibilities as may be delegated to the office by the Board of Regents. No member of the Board of Regents shall be appointed Treasurer.

B. Time and Procedures for Election of Officers:

• A Chair, Vice Chair, and Secretary shall be elected annually at the first quarterly meeting to serve for the ensuing calendar year or until the officers are elected according to the following procedural guidelines:
  • (a) The Chair declares that nominations are in order;
  • (b) The Chair recognizes any member for the purpose of making a nomination;
  • (c) If after each member has had an opportunity to make a nomination and only one name has been placed in nomination for that particular office, the Chair shall declare that person elected by unanimous consent; and,
  • (d) If more than one name is placed in nomination for a particular office, a vote shall be taken. Names shall be voted upon in the same order in which the nominations occurred. The nominee first receiving a vote of majority of members present and voting shall be declared elected.

ARTICLE IV

A. The standing committees of the Board of Regents are: Administration and Fiscal Services Committee, Academic Affairs Committee, Student Life and External Relations Committee, and Audit Committee. The Board may reorganize its committee structure after a new member is appointed to the Board of Regents and may from time to time establish ad hoc committees to facilitate its work.

1. ADMINISTRATION AND FISCAL SERVICES COMMITTEE - The Administration and Fiscal Services Committee is composed of members of the Board who are appointed by the Chair. The Administration and Fiscal Services Committee will familiarize itself with the institutional policies, procedures, state agency and legislative requirements related to its responsibilities to enable it to review, evaluate, advise and recommend to the full Board on matters related to:
   • (a) The University's Biennial Operating and Capital Budget Request, Six-Year Capital Plan and Biennial Information Resources Plan in accordance with the guidelines prescribed by the Council on Higher Education, Governor's Office, Legislative Research Commission and Six-Year Capital Planning Advisory Board;
   • (b) The development of the University's Annual Operating Budget;
   • (c) The University's Quarterly Financial Report and adjustments to the annual operating budget;
   • (d) The University's Campus Master Plan;
   • (e) The issuance of Consolidated Educational Building and Revenue Bonds, Housing and Dining System Revenue Bonds or State Property and Building Commission Project Bonds as relates to the construction, renovation, maintenance oracquisition of equipment in accordance with the University's capital plan and strategic plan;
   • (f) Consideration of any fiscal policies necessary to the effective financial management of the institution;
   • (g) The selection of the University's bank;
   • (h) Non-academic personnel policies and those academic personnel policies that have financial implications;
   • (i) Regular Personnel Actions and Personal Service Contracts in accordance with the parameters established by the Board;
   • (j) Agreements with external agencies;
   • (k) Any other administrative or reporting requirements necessary to ascertain the fiscal integrity of the institution; and
   • (l) Any other administrative or fiscal matters which the President or the Board may identify from time to time.
2. ACADEMIC AFFAIRS COMMITTEE - The Academic Affairs Committee is composed of members of the Board who are appointed by the Chair. The Academic Affairs Committee will familiarize itself with institutional policies, procedures, state agency and legislative requirements related to its responsibilities to enable it to review, evaluate, advise and recommend to the full Board on matters relating to:
   • (a) The determination of admission standards for undergraduate and graduate programs;
   • (b) New programs of studies or the suspension or deletion of existing programs;
   • (c) Promotion, tenure, and emeritus status for faculty;
   • (d) Sabbatical or education leaves for faculty;
   • (e) New or amended policies relating to Academic Affairs;
   • (f) The granting of undergraduate and graduate degrees conferred at each commencement; and
   • (g) Other academically related matters which the President or the Board may ask the committee to consider.
3. STUDENT LIFE AND EXTERNAL RELATIONS COMMITTEE - The Student Life and External Relations Committee is composed of members of the Board who are appointed by the Chair. The Student Life and External Relations Committee will familiarize itself with institutional policies, procedures, state agency and legislative requirements related to its responsibilities to enable it to review, evaluate, advise and recommend to the full Board on matters relating to:
   • (a) The Student Conduct Code;
   • (b) Applicable Federal student aid regulations;
   • (c) The Office of Public Safety Policy Manual;
   • (d) The Crime Awareness and Campus Security Act of 1990;
   • (e) The Drug-Free Schools and Communities Act of 1988 and the Drug-Free Schools and Communities Act Amendments of 1989;
   • (f) The Constitution of the Student Government Association;
   • (g) Motor Vehicle Regulations;
   • (h) Applicable student housing regulations;
   • (i) Other matters relating to the quality of student life which the President or the Board of Regents may ask the committee to consider;
   • (j) Intercollegiate athletics;
   • (k) The University's relationships with the Morehead State University Foundation, Inc., the Morehead State University Alumni Association, Inc., and any other external organization associated with the mission of the University;
   • (l) Commercial use of the University's statutory name, in whole or in part, athletic team nicknames, and the graphic design properties of the University; and
   • (m) Other matters relating to the level of general support of the University which the President or Board of Regents may ask the committee to consider.
4. AUDIT COMMITTEE - The Audit Committee is composed of four members of the Board: the Chair of the Administration and Fiscal Services Committee (who is also the Chair of the Audit Committee); the Chair of the Board of Regents; the Chair of the Academic Affairs Committee; and the Chair of the Student Life and External Relations Committee or their designees. The Audit Committee will familiarize itself with institutional policies, procedures, state agency and legislative requirements related to its responsibilities to enable it to review, evaluate, advise and recommend to the full Board on matters related to:
   • (a) The selection of an independent accounting firm to conduct the University's annual audit;
   • (b) The minimum scope of the annual audit;
   • (c) A review of the annual independent audit;
   • (d) The Office of Internal Audits' objectives and goals, long-range audit plan, and annual audit schedules;
   • (e) The results of internal and external audits including significant audit findings and recommendations; and
   • (f) The internal audit charter.
5. PARTICIPATION BY NON-MEMBERS - The President will attend and participate in all meetings of the Board of Regents unless excused when the President's status is under consideration. He may attend all meetings of committees of the Board. The President, with the approval of the Board members, may invite other members of the University staff or faculty to accompany him in attendance at any meeting. They may address the Board or otherwise participate upon request of the Board, any member, or the President. Other members of the University community and members of the public are welcome to attend open meetings of the Board or any of its committees but may not address the Board or otherwise participate in the meetings except pursuant to a previously approved request for appearance to be heard, or upon specific request of the Board or committee at its meeting. Except as provided above, persons desiring to be heard by the Board of Regents will first submit to the President in writing the subject matter and the reason for desiring a hearing before the Board of Regents, or a committee thereof, ten (10) days prior to a scheduled meeting. The President shall call the request to the attention of the Chair, who shall determine whether or not the subject matter is relevant and material to Morehead State University. The Chair may, at his/her discretion, designate the appropriate committee of the Board to give initial consideration to the matter and make a report to the Board. The President may, in his/her discretion, under special circumstances, waive the ten-day notice provision and establish a lesser notice period.

ARTICLE V
The Board of Regents hereby recognizes and approves the Constitutions of the Faculty Senate, Staff Congress and Student Government Association, and all personnel manuals and same shall govern in its respective jurisdiction except where in conflict with these Bylaws as same are hereby constituted or may be hereinafter amended, in which case the Bylaws of the Board of Regents shall govern and prevail.

ARTICLE VI
All communications of the University directed to the Board of Regents shall be channeled through the Office of the President. All communications from the Board of Regents shall be similarly channeled through the Chair and copies thereof furnished to the President.

ARTICLE VII
All Minutes of the Board of Regents shall after their approval by the Board of Regents and upon the direction of the Chair be open to inspection by any citizen according to established procedures for such inspection under existing statutes governing freedom of information and open records. All Regents shall be provided with approved copies of all Minutes of their actions. Similarly, all other public records, as provided by Kentucky Revised Statutes, shall be made available to the public in accordance with those statutes.

ARTICLE VIII
The President shall be authorized to execute in the name and on behalf of the University any instrument which may require the name of the University to be signed thereto and the Secretary shall have the authority to attest same. The Chair or Vice Chair shall be authorized to sign when a member of the Board's signature is required.

ARTICLE IX
These Bylaws may be amended at any regular meeting by the Board of Regents by a majority vote of all the members of the Board, provided the proposed amendment(s) have been submitted to the Board at least ten (10) days prior to the meeting upon which the amendment(s) are to be voted upon. The ten-day provision may be waived upon a vote of the majority of the membership.