ARTICLE II: Members of the Board
ARTICLE III: Officers of the Board
ARTICLE IV: Meetings of the Board
ARTICLE V: Committees of the Board
ARTICLE VI: University System Student Board
ARTICLE VII: Nondiscrimination Policy
ARTICLE VIII: Conflict of Interest
ARTICLE IX: Indemnification of Trustees
ARTICLE X: Amendments to the By-Laws
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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.
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.
Section 3. Leaves of Absence. At the request of a member and for good and sufficient reason recorded, the Board of Trustees, or the Executive Committee acting on its behalf under Bylaws V, Section 3 (a), may grant the member a leave of absence, thereby excusing them from the Board’s attendance and participation requirements and expectations. The Board or Executive Committee decision shall include dates certain for the beginning and the end of the leave, which shall be no longer than justified and in no event longer than six (6) months. During the leave of absence, the member shall be relieved of the authority and duties of a Board Member and shall not participate, vote, or be counted for purposes of establishing a quorum in any Board or Committee meeting. The member may terminate the leave of absence at any time before or during the leave on written notice of intent to return to active status. Such notice shall be effective upon receipt by the Board Chair.
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.
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
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.
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.
Section 3. Notice and Agenda.
Section 4. Action at Meetings.
Section 1. Designation of Committees
Section 2. Appointment of Committee Members
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.
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.
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. 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 not more than eight students, inclusive of the two Student Trustees serving under RSA 187-A:13, III. The representatives shall be apportioned as follows among the USNH component institutions:
a. Keene State College shall have not more than two representatives. KSC may, but is not required, to reserve one (but no more than one) representative position for a graduate student.
b. Plymouth State University shall have not more than two representatives. PSU may, but is not required, to reserve one (but no more than one) representative position for a graduate student.
c. The University of New Hampshire shall have not more than four representatives. When feasible, the four representatives will consist of an undergraduate student from the Durham campus, a graduate student from the Durham campus, a student from the UNH Franklin Pierce School of Law, and a student from the College of
Professional Studies at Manchester.
2. Each institution shall establish an appropriate procedure for the election of the above-described representative(s) to the USSB. Members of the USSB will serve from July 1 of the year in which they are elected to the following June 30.
3. 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, a majority of 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.
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.
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:
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.
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.
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.