BYLAWS OF THE BOARD OF REGENTS

OF THE UNIVERSITY OF MARYLAND SYSTEM

(Adopted by the Board of Regents, April 5,1989; Amended, September 27, 1990; Amended February 27, 1991; Amended June 9, 1995; Amended August 25, 1995; Amended December 1, 1995; Amended April 12, 1996)

PREAMBLE

Pursuant to the powers vested in the Board of Regents of the University of Maryland System, as provided by law, the following is hereby adopted and declared as the Bylaws of the Board of Regents of the University of Maryland System.

ARTICLE I

CORPORATE NAME, PURPOSE, AND POWERS

Section 1. The Board of Regents (hereafter "the Board") is the body established by statute and charged with responsibility for the governance and management of the University of Maryland System (hereafter "the University System") and all constituent institutions, centers, and units thereof.

Section 2. The University of Maryland System is a body corporate and a State agency.

Section 3. In addition to any other powers granted and duties imposed by Title 12 of the Education Article, Maryland Annotated Code, and subject to the provisions of Title 11 of that Article, pertaining to the Maryland Higher Education Commission, and subject to any other restriction expressly imposed by law or by any trust agreement involving a pledge of property or money, the Board is responsible for the management of the University System and has all the powers, rights, and privileges that go with that responsibility, including the power to conduct or maintain any institutions, centers, schools, or departments in the University System at the locations the Board determines. As provided by statute, the Board may not be superseded in its authority by any other State agency or office in managing the affairs of the University System or of any constituent institutions and centers under the Board's jurisdiction. In addition, the Board has all the powers of a Maryland corporation which are not expressly limited by law, as well as all powers conferred on it by the Act of Incorporation of the Maryland College of Agriculture, the Charter of the University of Maryland, and the charter of any constituent institution.

Section 4. Subject to Article VIII, Section 8 of these Bylaws, the Board may make rules and regulations, and prescribe policies and procedures, for the management, maintenance, operation, and control of the University System.

Section 5. Except with respect to changing the name of any institution, establishing any new institution or branch, merging, consolidating or closing any institution, and selling or exchanging real property, the Board may delegate any part of its authority over the affairs of the constituent institutions and centers to the Chancellor or the Presidents, or to any advisory bodies the Board establishes pursuant to statute. The Board may modify or rescind any such delegation of authority at any time in whole or in part.

ARTICLE II

OFFICERS OF THE BOARD

Section 1. The officers of the Board shall be a Chairperson, a Vice Chairperson, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer. Additional officers deemed necessary or essential to the operation of the System may be established by the Board of Regents at any time.

Section 2. The officers of the Board shall be elected at the annual meeting of the Board by the majority vote of the members of the Board. They shall hold office from the time of their election and until their successors are elected at the next annual meeting.

Section 3. Vacancies in any office shall be filled by the Board by the majority vote of the members of the Board. Officers elected to fill vacancies shall serve until their successors are elected at the next annual meeting.

ARTICLE III

DUTIES OF OFFICERS

Section 1. Chairperson. The Chairperson is authorized to represent the Board before all public bodies, to preside at the meetings of the Board, to sign on behalf of the Board papers authorized by the Board as required by law, and to perform such other duties as the Board may from time to time assign.

Section 2. Vice Chairperson. At the request of or in the absence or disability of the Chairperson, the Vice Chairperson shall perform all of the duties of the Chairperson and, while so acting, shall have all of the powers and authority of the Chairperson. In addition, the Vice Chairperson shall perform such other duties as from time to time may be assigned by the Board.

Section 3. Secretary. The Secretary shall approve a record of the proceedings of all meetings of the Board and its committees. The official records of the Board shall be maintained in the Chancellor's Office, or at such other designation as the Board may from time to time determine. The Secretary is authorized to sign on behalf of the Board, papers authorized by the Board or required by law. The Secretary shall perform such other duties as from time to time may be assigned by the Board or by the Board Chairperson.

Section 4. Assistant Secretary. The Assistant Secretary shall, in the absence of the Secretary, perform the duties of the Secretary, and such other duties as may be authorized by the Board.

Section 5. Treasurer. The duties of the Treasurer shall be such as may be designated by the Board.

Section 6. Assistant Treasurer. The Assistant Treasurer shall, in the absence of the Treasurer, perform the duties of the Treasurer, and such other duties as may be authorized by the Board.

ARTICLE IV

THE CHIEF EXECUTIVE OFFICER OF THE UNIVERSITY OF MARYLAND SYSTEM AND CHIEF OF STAFF TO THE BOARD OF REGENTS

Section 1. After a thorough search, the Board of Regents shall appoint a qualified person as Chancellor of the University of Maryland System.

Section 2.. The Chancellor is the Chief Executive Officer of the University of Maryland System and the Chief of Staff for the Board.

Section 3. The Chancellor serves at the pleasure of the Board and is entitled to the compensation established by the Board.

Section 4. The Chancellor shall advise the Board of Regents on Systemwide policy; conduct Systemwide planning; coordinate and arbitrate among the institutions and centers of the University; assist the institutions in achieving performance goals in accordance with their adopted performance accountability plans; provide technical assistance to institutions and centers such as legal and financial services; perform the duties the Board of Regents assigns and that are required by Title 12 of the Education Article, Maryland Annotated Code; and see that the policies of the Board of Regents are carried out.

Section 5. The Chancellor, in carrying out the duties assigned, shall be the Chief Executive Officer of the System Administration. Subject to the authority and applicable regulations and policies of the Board, the Chancellor shall appoint, promote, fix salaries, grant tenure, assign duties and terminate personnel in the System Administration and other components not included in constituent institutions.

ARTICLE V

CHIEF EXECUTIVE OFFICERS OF INSTITUTIONS

Section 1. In consultation with the Chancellor and after a thorough search, the Board of Regents shall appoint a qualified person as President of each constituent institution.

Section 2. The President of each constituent institution serves at the pleasure of the Board of Regents and is entitled to the compensation established by the Board.

Section 3. The President of each constituent institution shall serve as the Chief Executive Officer of the institution; is responsible and accountable to the Board of Regents for the discipline and successful conduct of the institution and supervision of each of its departments; and shall take every initiative in:

• A. Implementing policies of the Board and constituent institutions, and
• B. Promoting the institution's development and efficiency.

Section 4. Subject to the authority and applicable regulations and policies of the Board, the President of each constituent institution shall:

• A. Develop a plan of institutional mission, goals, priorities, and a set of peer institutions in accordance with Subtitle 3 of Title 11 of the Education Article, Maryland Annotated Code;
• B. Have the authority to develop new academic programs and curtail or eliminate existing programs;
• C. Formulate operating and capital budget requests;
• D. Appoint, promote, fix salaries, grant tenure, assign duties, and terminate personnel;
• E. Establish admission standards;
• F. Set tuition and fees;
• G. Administer financial aid;
• H. Enter into contracts and cooperative agreements;
• I. Have the authority to accept gifts and grants and maintain and manage endowment income;
• J. Have the authority to recommend change in the name or status of the institution;
• K. Regulate and administer athletic and student activities;
• L. In compliance with State, federal, and Board mandates and policies, oversee affirmative action and equal employment opportunities;
• M. Establish organizations for the administration of campus alumni affairs;
• N. Be responsible for all academic matters;
• O. Have the authority to establish an institutional board to:
• 1. Provide advice to the President,
• 2. Assist in community relations,
• 3. Assist in institutional development; or
• 4. Provide any other assistance requested by the President;
• P. Establish traffic regulations for the campus; and
• Q. Perform any other duties assigned by the Board.

ARTICLE VI

COUNCILS

Section 1. The Board shall establish a Council of University System Presidents, a Council of University System Faculty, and a University System Student Council.

Section 2. These Councils shall serve in an advisory capacity to the Chancellor and may, from time to time, make reports and recommendations to the Board.

Section 3. The Board may appoint committees to advise it in exercising its authority. The Board may, by resolution approved by majority vote of the members of the Board at any regular meeting, appoint advisory committees to advise it in exercising its authority, provided, however, that for each such committee the enabling resolution shall describe the Committee's responsibility and shall specify a life for the committee. The life of the advisory committee shall not exceed one year, unless renewed for a specific period by subsequent resolution of the Board.

Section 4. The Council of University System Faculty (CUSF) shall designate a Faculty Advisor to the Board of Regents. The Faculty Advisor will serve a one-year term beginning with the annual meeting of the Board. The Faculty Advisor may attend and participate in public meetings of the Board and its Committees and Executive Sessions of the Board and its committees which are open to the System Presidents, provided that the Regents may vote to exclude the Advisor from any Executive Session. At such meetings, the Faculty Advisor will be afforded the same opportunity to participate in any discussion as is afforded Regents. The Faculty Advisor may not attend those Executive Sessions of the Board which are not open on any matter voted upon by the Regents.

Section 5. The Council of University System Staff (CUSS) shall designate a Staff Adviser to the Board of Regents. The Staff Adviser will serve a one-year term beginning with the annual meeting of the Board. The Staff Adviser may attend and participate in public meetings of the Board and its Committees and Executive Sessions of the Board and its committees which are open to the System Presidents, provided that the Regents may vote to exclude the Adviser from any Executive Session. At such meetings, the Staff Adviser will be afforded the same opportunity to participate in any discussion as is afforded Regents. The Staff Adviser may not attend those Executive Sessions of the Board which are not open to the System Presidents. The Staff adviser may not vote on any matter voted upon by the Regents.

ARTICLE VII

DUTIES AND RESPONSIBILITIES OF THE BOARD OF REGENTS

Section 1. The Board of Regents of the University of Maryland System shall approve and adopt a Systemwide plan of higher education which shall provide through its various campuses and programs a continuum of educational services including undergraduate education, graduate education, professional programs, and research to achieve and sustain national eminence, with each component fulfilling a distinct and complementary mission, as provided by Titles 10 and 12 of the Education Article, Maryland Annotated Code.

Section 2. The Board shall review, approve and adopt individually, and on a Systemwide basis, mission statements of each constituent institution to assure that:

A. They are consistent with the Maryland Charter for Higher Education and the Systemwide plan;

B. They will not result in unnecessary duplication of academic programs;

C. They will promote the efficient and effective use of each institution's and the System's resources; and the Board shall consolidate the statements into an adopted Systemwide statement to be presented to the Maryland Higher Education Commission for approval.

Section 3. The Board shall review, approve, and adopt a performance accountability plan for each constituent institution in accordance with the provisions of Title 12 of the Education Article, Maryland Annotated Code; shall annually receive and review from the President of each constituent institution a written report on the attainment by the institution of the objectives in the performance accountability plan of the institution; shall submit the report to the Maryland Higher Education Commission; and shall hold each President accountable for meeting the objectives of the performance accountability plan.

Section 4. In consultation with the institutions and the Chancellor, the Board shall establish standards for funding based on differences in the size and mission of the constituent institutions; review, modify as necessary, and approve consolidated budget requests for appropriations for the University of Maryland System with respect to:

• A. The operating budget, and
• B. The capital budget; and

submit these requests for appropriations organized by constituent institutions to the Commission, Governor, and General Assembly.

Section 5. The Board shall perform and carry out as required all of the mandates and provisions as contained in the Titles of the Education Article, Maryland Annotated Code.

ARTICLE VIII

BOARD MEETINGS

Section 1. Regular Meetings. The Board shall hold at least six regular meetings during each fiscal year ending June 30, at such time and place as the Board may determine. One of the regular meetings shall be held during the month of July and shall be designated as the Annual Meeting, at which time officers of the Board shall be elected, the Chancellor shall make an Annual Report, and the Chairperson shall present a schedule of the time and place of regular meetings for the ensuing year for approval by the majority vote of the Board of Regents. Except in an emergency, as determined by the Chairperson, the date of the annual meeting and other regular meetings may be changed only by majority vote of all members of the Board. In the event of an emergency, as determined by the Chairperson, the Chairperson shall designate a new date for the annual meeting and other regular meetings.

Section 2. Location of Meetings. The Board shall hold its regular meetings at the constituent institutions within the System to the extent feasible and appropriate. The Chairperson, in consultation with the Chancellor, shall designate the location of each meeting of the Board for the coming fiscal year.

Section 3. Meeting Agenda. An agenda for the Annual Meeting and for regular meetings of the Board shall be prepared by the Chancellor in accordance with directions of the Board Chairperson and shall be sent by the Chancellor to each member of the Board at least seven days in advance of each meeting. Discussions and actions by the Board shall not, however, be limited to the items included on the agenda but may include any business not inconsistent with the Bylaws and within the duties and powers of the Board.

Section 4. Special Meetings. The Board shall hold special meetings upon the call of the Chairperson, or upon the call of the Chairperson in response to the written request of five members of the Board at any time upon five days notice to all Board members. At special meetings, only matters covered in the notice to members may be transacted.

Section 5. Quorum. A quorum for any meeting of the Board of Regents shall consist of nine members of the Board. No formal action may be taken by the Board without the approval of a majority of the voting members of the Board.

Section 6. Addressing the Board. Employees of the System (other than Presidents, major unit heads, councils established by the Board, and General Counsel to the Board) wishing to address the Board should submit a written request through appropriate channels to the Chancellor at least forty-eight hours in advance of the meeting of the Board. Persons not employed in the System wishing to address the Board should submit a written request directly to the Chancellor at least forty-eight hours in advance of the meeting of the Board. The Chancellor shall present such requests to the Chairperson who may refer the matter to an appropriate committee of the Board for consideration or who may recognize the non-members to address the Board at a meeting, provided they adhere to the subject deemed appropriate by the Chairperson and limit their talk as requested by the Chairperson. The Council of University System Presidents, the Council of University System Faculty, and the University System Student Council may, from time to time, make reports and recommendations to the Board.

Section 7. Notice of Meetings. Notice of regular meetings of the Board of Regents shall be given to State officials as required by Section 12-103 of the Education Article, Maryland Annotated Code, and to other appropriate State officials, shall be published in the Maryland Register and shall be available, on request, in the Office of the Chancellor. As officers of the University System, the Chancellor and each President and major unit heads shall be invited to be present at all public meetings of the Board and its committees. The Chancellor shall give notice to such other persons as the Chancellor may deem appropriate.

Section 8. Open Meetings. All Board meetings shall be conducted in accordance with Title 10, Subtitle 5 of the State Government Article, Maryland Annotated Code.

ARTICLE IX

BOARD COMMITTEES

Section 1. Committees. The Board may establish both Standing and Special Committees. The Chairperson of the Board shall be an ex officio member of all Standing, Special and Ad Hoc Committees.

Section 2. Standing Committees. The Chairperson of the Board, at the Annual Meeting of the Board or as soon thereafter as practicable, shall consult with members of the Board and, having done so, shall appoint members to each of the Standing Committees. In addition, the Chairperson of the Board shall designate the Chairperson and the Vice Chairperson of each Standing Committee. In making such appointments, the Chairperson shall determine the number of members on each standing committee. In case of a vacancy on a committee, the Chairperson of the Board shall appoint a new member for the unexpired term. Each Committee member shall serve at the pleasure of the Board Chairperson. The Standing Committees of the Board shall be the Committee on Audit, the Committee on Bylaws, the Committee on Education Policy, the Committee on Finance, the Committee on Advancement, the Committee of the Whole, and the Committee on Organization and Compensation.

Section 3. Committee on Audit. A. The Committee on Audit shall have the following duties:

1. The Committee on Audit shall render advice and assistance to the Board of Regents in fulfilling its fiduciary responsibilities for overseeing adequacy of and compliance with the internal controls of the University of Maryland System and the sufficiency and appropriateness of its financial reporting.

2. This Committee shall review independent audit proposals including the scope of examination, services to be provided, reports to be rendered and fees to be charged, recommend to the Board the selection and scope of work of the independent external auditor of the University of Maryland System, review findings received therefrom and provide the Board with appropriate reports.

3. This Committee shall review legislative audits of the institutions of the University System and institutional responses thereto, and provide the Board with appropriate reports.

4. This Committee shall review and recommend to the Board the scope of the internal audit function. The Committee shall review the Charter of the Office of Internal Audit, its annual plan of work, its reports and administrative actions taken regarding its recommendations, and its annual report of significant audit items, and shall provide the Board with appropriate reports on the activities of that office.

5. In fulfillment of these responsibilities this Committee shall foster direct communications with the external auditors on an annual basis or as otherwise deemed appropriate, and shall assure direct access from the Office of the Internal Auditor, including meeting privately, at least on an annual basis, with the Director of Internal Audit.

6. This Committee shall monitor the Board's observance of the State Ethics Code as it pertains to possible conflict of interest with matters of the University of Maryland System.

Section 4. Committee on Bylaws. A. The Committee on Bylaws shall have the following duties:

1. The Committee on Bylaws shall consider, and recommend for consideration by the Board, amendments to the Board's Bylaws.

Section 5. Committee on Education Policy. A. The Committee on Education Policy shall consider and report to the Board on all matters relating to education policies and programs for all institutions and major units. The Committee shall also consider and report to the Board on matters pertaining to the faculty, including conditions affecting recruitment and retention of faculty members, adequacy of instructional facilities, proposal of new degrees and educational programs by the Chancellor and other such matters relating to the education policies and programs as may be brought before it by the Chancellor or referred to it by the Board.

B. The Committee on Education Policy shall maintain a familiarity with extracurricular activities at all institutions of the University of Maryland System, including but not limited to athletic activities. It shall consider policy matters relating thereto and make its recommendations to the Board.

C. In addition, it shall be the responsibility of the Committee on Education Policy to concern itself with the following matters: student recruitment, graduate placements, alumni cooperation, curriculum development and interinstitutional cooperation, including cooperation among the various components of the University System and affiliated organizations. The Committee shall make recommendations to the Board relative to the foregoing and other matters as appropriate.

Section 6. Committee on Finance. A. The Committee on Finance shall consider and report or recommend to the Board on all matters related to financial affairs (including affiliated foundations and alumni associations). The Committee shall consider and recommend the annual operating and capital budgets and amendments thereto. The Committee shall also consider and recommend compensation policies for all staff.

B. This Committee shall consider and report or recommend to the Board on matters pertaining but not limited to purchase and sale of real estate, the need for capital improvements, site planning and landscaping, construction, operation and maintenance of the physical plant, the care and presentation of all furnishings, equipment and other such matters relating to buildings and grounds of the University System as may come before it.

C. This Committee shall have responsibility for reviewing the annual contract, and any amendments thereto, between the University System and the University of Maryland Medical System Corporation, as developed by the President of the University of Maryland at Baltimore and the Chancellor of the University of Maryland System, and shall recommend appropriate action to the Board of Regents, which may include procedures for annual review and adoption of the contract.

D. This Committee shall have the responsibility for reviewing and recommending to the Board of Regents appropriate action with respect to requests by the UMMS Corporation for grants from the State.

E. This Committee shall receive reports and recommendations from the University of Maryland System investment adviser and investment manager and provide recommendations to the Board regarding the endowment policies of The University of Maryland System.

Section 7. Committee on Advancement. A. The Committee on Advancement shall consider and report to the Board on all matters relating to the University of Maryland Systemþs external relations efforts, including those policies and strategies for relations with government entities.

B. This Committee shall review institutional and system- wide efforts and make recommendations to the Board regarding the advancement of System interests through entrepreneurial and private fundraising activities, including gifts, donations, bequests, endowments, grants, ventures, cooperative agreements, and other public-private economic opportunities.

C. This Committee shall consider and report to the Board on matters relating to System-affiliated foundations, alumni associations, and other 501(c)(3) organizations affiliated with the University System.

Section 8. Committee of the Whole. A. The Committee of the Whole shall be a Standing Committee and shall consist of all members of the Board. The Chairperson shall preside at meetings of the Committee of the Whole. The purpose of such meetings is to provide an informal forum for members of the Board to engage in dialogue, as well as to provide an opportunity for open discussion and recommendations on major questions and issues. Agenda items from members of the Board may be submitted to the Chairperson in advance or may be introduced by members of the Board at meetings of the Committee. The prepared agenda shall be limited to matters of major significance and those not appropriate for other Standing Committees.

Section 9. Committee on Organization and Compensation. A. The Committee on Organization and Compensation shall have the following duties:

1. The Committee shall consider and report to the Board on all matters requiring the attention of the Board concerning the organization and structure of the University of Maryland System, its constituent institutions and centers, and the System Administration. The Committee shall also consider and recommend to the Board on all matters pertaining to the performance and compensation of the chief executive officers of the System.

2. The Committee shall have the responsibility from time to time for conducting strategic reassessments of the organizational structure and leadership resources of the System and its institutions and centers, reporting on these to the Board, and forwarding recommendations for changes as needed or desired. The Committee shall also consider any recommendations for major organizational changes which are forwarded by the Chancellor for the Board's consideration.

3. The Committee shall have responsibility for overseeing the annual performance evaluation of the Chancellor, for discussing this evaluation with the Chancellor and for reporting the evaluation to the Board. The Committee shall also have the responsibility for recommending annually to the Board the compensation package of the Chancellor.

4. The Committee shall discuss with the Chancellor her/his performance evaluation of each institutional president, and each Vice Chancellor, and her/his consequent recommendations for compensation actions. Based on this discussion, the Committee shall consider and recommend to the Board annual compensation packages for each of these individuals.

5. In the event that a vacancy occurs in a presidential position, on the recommendation of the Chancellor, the Committee shall recommend to the Board the appointment of an individual to serve in an acting or interim capacity until such time as the Board makes a permanent appointment. The Committee shall recommend all compensation actions for the acting or interim appointment to the full Board. The Committee shall also recommend to the Board any and all severance packages for chief executive officers, and Vice Chancellors as appropriate.

6. In the event that the Chancellor's position becomes vacant, the Committee shall recommend to the Board the appointment of and an appropriate compensation package for an Acting or Interim Chancellor.

Section 10. Special Committees. Special or Ad Hoc Committees as authorized by the Board shall be appointed by the Chairperson of the Board. Such appointments are effective for a period not to exceed one year and Special or Ad Hoc Committees may be reappointed for an additional term of one year by the Chairperson of the Board.

Section 11. Authority of Committees. Unless otherwise specifically delegated by appropriate resolution or policy of the Board, authority to act on all matters is reserved to the Board and the duty of each Standing or Special Committee shall be only to consider and to report or recommend to the Board on appropriate matters. In cases where specific power or authority to act is granted, a report of final action by any Committee shall be made at the next regular meeting of the Board and, if confirmation is required, shall be confirmed and approved by the Board at that time. Any grant to a Committee of authority or power to commit the Board shall be reviewed by the Board at the annual meeting each year, at which time it may be modified or rescinded by a majority vote of the members of the Board.

Section 12. Committee Meetings. All regular committee meetings of the Board shall be called by the Chancellor at the request of the Committee Chairperson, who shall determine the time and place of the meeting. A majority of the members of any Standing or Special Committee of the Board may request the Chairperson of the Committee to call a meeting of the Committee. The Chairperson shall, upon receipt of such a request, have the Chancellor call a meeting.

Section 13. Notice of Meetings. Calls for meetings of Standing Committees shall be in writing and, along with an agenda and such other materials as may be appropriate which the Chancellor shall prepare in consultation with the Committee Chairperson, shall be mailed to each member of the Committee at least five days before the scheduled date of the meeting. The Chancellor shall give such other notice as may be deemed appropriate and shall make available upon request a copy of such notice through the Office of the Chancellor.

Section 14. Special or Emergency Meetings. Special or emergency meetings of any Committee may be called at any time by the Chairperson of the Board or by the Chancellor, who shall designate the time and place for such meetings. The call and notice required in Section 12 and Section 13 above shall not be applicable to the call for such meetings.

Section 15. Records. The transactions of every public committee meeting of the Board shall be recorded, in summary, and the minutes thereof shall be made available to the public within seven days after approval by the Committee Chairperson. Minutes of executive sessions shall not be available to public inspection.

Section 16. Open Meetings. All meetings of Committees and Subcommittees established by these By-Laws shall be conducted in accordance with Title 10, Subtitle 5 of the State Government Article, Maryland Annotated Code.

ARTICLE X

AMENDMENTS TO THE BYLAWS

Section 1. These Bylaws may be amended by majority vote of the members of the Board at any regular meeting, provided the proposed amendment or amendments have been sent to each member at least seven days before the meeting.

ARTICLE XI

ROBERT'S RULES OF ORDER NEWLY REVISED

Section 1. The rules contained in Robert's Rules of Order Newly Revised shall govern this Board where not inconsistent with the Bylaws of the Board.

ARTICLE XII

REPEAL OF INCONSISTENT PROVISIONS

Section 1. These Bylaws supersede and replace any Bylaws adopted prior to July 1, 1988 by the former Board of Regents of the University of Maryland and the former Board of Trustees of the State Universities and Colleges, and any related regulations or policies of such former boards to the extent inconsistent