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1. Executive sessions will be held when necessary.
2. A regular meeting shall not ordinarily adjourn into executive session before the Agenda has been substantially acted upon. There may be circumstances which can require an exception to be made including but not limited to executive sessions for discussion of matters upon which public action will be required in the remainder of the regular meeting, and executive sessions which cannot reasonably be scheduled for any other time because of the unavailability of invited participants.
3. Any Board member or the President shall communicate to the Chair a desire to discuss a matter in executive session along with an estimate of the time needed for such discussion and the topic or topics for discussion. The President and the Chair shall jointly determine whether suggested topics are properly dealt with in executive session. The Chair or the President will communicate this determination to the person who proposed the topic. If the determination supports consideration of a topic or topics, the Chair will, at the proper time, entertain a motion to adjourn for discussion of that topic or topics only at an executive session. A roll call vote will be recorded on each such motion.
4. If during the course of an executive session anyone present feels that the discussion has strayed from permissible topics, that person shall raise a point of order with the presiding officer, who will determine the question of order. Any member may then move the point of order or the presiding officer may choose to act upon it on the Chair's own motion. If the Chair submits the question to the members present, the ruling is final, but an order of the Chair may be appealed under the usual parliamentary rules.

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1. A quorum of the Board shall be present for the transaction of business when at least five voting members of the Board are physically present at a meeting except as otherwise provided by these Bylaws. Any number less than a quorum present at a meeting, duly called, may adjourn until a quorum shall be in attendance.
2. After a quorum is established in accordance with this Section, additional Board members may attend the meeting via video or audio conference if the member is unable to attend the meeting due to: (i) personal illness or disability; (ii) employment purposes or public business of the Board; or (iii) family or other emergency.
3. If a member wishes to attend by video or audio conference, he/she shall notify the Secretary of the Board as soon as practicable. Upon notifying the Secretary, the member shall also indicate the reason they are unable to physically attend the meeting. The Board shall then take a vote to determine whether the member shall be permitted to attend via video or audio conference.

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1. Roll call of members
2. Approval of minutes of last meeting
3. Selection of officers
4. Trustee reports
5. Reports of Committees
6. Permanent Committees
7. Special Committees
8. Executive Officer Reports
9. Public Comments and Questions
10. Receipt of Information and Notice Items
11. Ratification of Personnel Matters
12. Recommendations of the President of Southern Illinois University
14. At special meetings of the Board, the order of business shall be as set forth in a duly established agenda for said meeting, but, in any event, public comments shall occur prior to votes on action items.

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1. The Secretary shall attend all meetings of the Board and shall keep a full and accurate record of all votes and acts of the Board.
2. The Secretary shall promptly furnish a copy of the Minutes of each regular or special meeting of the Board and of the Executive Committee to all members of the Board, to the President, and to the Chancellors. Such Minutes shall report changes, amendments, or additions to Board legislation.
3. The Secretary shall notify all committee members of their appointment and shall furnish to them a copy of all resolutions or orders assigning functions to such committees.
4. The Secretary shall record all calls for meetings of the Board and shall notify all members of such meetings.
5. The Secretary shall keep a record of the names of all members of the Board of Trustees, the dates of their appointments, and the dates of the expiration of their terms of office, and a file of all reports made by the committees of the Board.
6. The Secretary shall keep a current and complete record and text of Board legislation which shall be updated on the Board's Website in a timely manner after Board approval. (3/13/03)
7. The Secretary shall be custodian of the corporate seal and shall affix it to attest to the authenticity of the signature of any officer of the Board, or to the contractual authority of the President or of either Chancellor and the authenticity of the signature for the prosecution of routine activities of the office and approved programs and projects, or in other cases as provided by law or as authorized by the Board.
8. The Secretary shall prepare materials in support of the agenda for each meeting of the Board.

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1. The Executive Secretary of the Board shall perform the duties of the office of Secretary and or assist the Secretary to the Board in performing his or her duties. The Executive Secretary shall work closely with other Board officers and the President in the development and production of the agenda and materials in support of the agenda for meetings of the Board. The Executive Secretary shall serve as the chief administrative officer of the Office of the Board of Trustees and, as such, shall be a full-time employee of the Board. The salary of the Executive Secretary shall be established by the Board Chair with concurrence of the Finance Committee. (3/13/03, 09/08/11)
2. The Board Treasurer is the chief custodian of all funds held in the name of the Board of Trustees and is responsible for overseeing the issuance and sale of revenue bonds and other forms of financing, as allowed by statute and policy, on behalf of the Board of Trustees. Bank accounts for the University will be held in the name of the Board of Trustees, and signature authority for checks is vested in the Board Treasurer. The Board Treasurer is responsible for complying with various requirements of financing resolutions, oversight of investments and banking relationships, and coordination and development of annual financial and bondholders' reports. The Board Treasurer will recommend, as necessary, financial policies and procedures to insure compliance with Board and University policies and guidelines. The Board Treasurer has direct access to the Board and vice versa. (3/13/03)
   Other responsibilities and duties of the Board Treasurer shall be specified by Board Legislation. The Board Treasurer shall be chosen from among the members of the staff of the University and shall work closely with other Board officers and the President. The President shall establish the Board Treasurer’s salary with concurrence of the Finance Committee. In the event that the Board Treasurer is unable to perform prescribed duties as determined in the sole discretion of the Board Chair, the Board Chair is authorized to appoint an interim Board Treasurer subject to the ratification of the Board of Trustees at its next regularly scheduled meeting.
3. The General Counsel is the principal legal adviser to the Board of Trustees, the Presand ident, Board-appointed officers. The General Counsel shall attend all meetings of the Board except when the Board stipulates otherwise and shall review all of its proceedings as to the legality of the Board's actions. The President shall assign other duties. The General Counsel shall work closely with other Board-appointed officers and, the President. The General Counsel shall direct counsel at SIU's campuses and ensure that timely and effective legal representation is provided to Southern Illinois University. The General Counsel's salary shall be established by the President with concurrence by the Finance Committee. (3/13/03) (3/28/19)

The Executive Committee shall make a written record of all its transactions and submit it to the Board at its next regular meeting, signed by all the members of the Executive Committee agreeing thereto.  Such record shall thereupon be incorporated in the minutes of the Board as an integral part thereof. (3/28/19)

Source:  Article IV Bylaws of the University of Illinois Board of Trustees, July 21, 2011.
(12/08/11)

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1. The Architecture and Design Committee shall consist of not less than three members of the Board appointed by the Board Chair, who shall also designate one member as the Committee Chair. Members shall be appointed annually at the meeting when Board officers are elected, with vacancies to be filled by appointment by the Board Chair as they occur. The Committee shall be staffed through the Office of the President. The Chair of the Committee will call meetings as appropriate, with the Executive Secretary handling the scheduling and appropriate notices.  (11/13/13)
2. The Committee shall be concerned with capital projects as they affect the function and appearance of the campuses. Phases of capital projects requiring Board approval shall be reviewed by the Committee at each appropriate stage of planning and prior to presentation to the Board. Review shall include but not be limited to
   1. "Master planning" considerations related to campus function and appearance, such as project location, traffic, and similar factors;
   2. Processes and procedures for architect selection;
   3. External appearance of projects as conceived in renderings or schematics.
   4. Review and recommend to the Board guidelines for capital budgets. (3/13/03)
3. As appropriate, the Committee shall offer comment in relation to its responsibilities during project development stages and when capital project items are presented to the Board.

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1. Approve general philosophies and strategies for investment practices;
2. Review investment reports;
3. Suggest improvements in financial reporting to the Board;
4. Represent the Board in preliminary discussions of and planning for issuance of revenue bonds and other external financing;
5. Review and recommend to the Board the annual operating budgets, guidelines for salary administration, tuition increases, general student fees increases, and other policies related to major financial decisions; and
6. Review and approve the initial appointment any subsequent salary and compensation changes, except for raises from salary pools established during budget development, for all Professional Staff receiving an annual salary of $150,000 or more, all Board-appointed officers, all Administrative and Professional Staff Employees in the Office of the President, the Vice Chancellors at SIUC and SIUE, the Dean and Provost of the SIU School of Medicine, the Dean of the SIU School of Dental Medicine, and the Dean of the SIU School of Pharmacy.

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1. The Academic Matters Committee shall consist of not less than three members of the Board appointed by the Board Chair, who shall also designate one member as the Committee Chair. Members shall be appointed annually at the meeting when Board officers are elected, with vacancies to be filled by appointment by the Board Chair as they occur. The Committee shall be staffed by the Office of the President. The Chair of the Committee will call meetings as appropriate, with the Executive Secretary handling the scheduling and appropriate notices.  (11/13/13)
2. The Committee will be responsible for reviewing and recommending to the Board on the following matters:
   1. proposals for the establishment, allocation, and abolition of all educational units, and of curricula and degrees, except as authority for action on such proposals has been expressly delegated to the President;
   2. the annual RAMP Planning Documents, consisting of planning statements, a five-year program development schedule, reports on program reviews completed in the preceding year, and new program requests, program priorities requests, and other special requests;
   3. responses to the annual IBHE report on program reviews at public universities;
   4. proposals for honorary degrees and distinguished service awards.
3. The Committee may also review other matters central to general academic concerns. (3/13/03)

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1. Consider the quality of the annual financial report, review footnote disclosure, and review the results of on audit reports and findings.
2. Monitor management's handling of internal controls, including those established for financial information systems.
3. Oversee the effectiveness of systems for monitoring compliance with legal and regulatory requirements, review quarterly compliance reports, and report significant noncompliance to the Board’s attention.
4. Monitor the Board's and Management's adherence to the institution's conflict-of-interest policy.
5. Evaluate the effectiveness of the internal audit function, review internal audit plans and quarterly audit progress reports.
6. Arrange special audits in exigent circumstances and with the written concurrence of at least two other board members.

1. General policy: A grievance, for the purposes of this policy, is defined as a formalized disagreement between a faculty or staff member and a University officer or officers regarding a decision of such officer(s) which affects the faculty member or staff member individually. It is the policy of the Board of Trustees to review only those administrative decisions resulting in grievances which do not involve questions of expert academic judgment or discretionary managerial judgment but which do involve important policy issues, or which raise serious questions regarding the integrity of the decision-making process. (7/97, 4/01)
2. Preliminary Review: With regard to grievance appeals the President shall have two major responsibilities: to review each application for appeal filed with the Executive Secretary of the Board, in accordance with the procedures enumerated below; and, after a review of applications for appeal, case summaries, and written arguments, to identify those grievances which are appropriate for review of the full Board.
3. Initiation of the Appeal Process: A grievant must file an application for appeal, a case summary, and arguments with the Executive Secretary of the Board within 30 calendar days after the grievant has received notice of the final administrative action which is the subject of the appeal. Failure to file within the 30-day period may cause an immediate dismissal of the application by the President. (3/13/03)
   1. The application for appeal shall state:
      1. the name, address, and telephone number of the grievant and the applicant's attorney, if any;
      2. the decision sought to be appealed and its date;
      3. a showing that all appropriate administrative channels below the level of the President have been utilized and that the decision sought to be appealed is the final decision of the highest University officer authorized to make that decision. (3/13/03)
   2. Each case summary submitted shall contain a concise statement of facts (as perceived by the party) relevant to the grievance, a listing of issues which the party believes the Board should consider, and a statement regarding the remedy or remedies sought by the party. Such case summaries shall not exceed the equivalent of five single-spaced typewritten pages in length.
   3. Written arguments submitted by each party shall address the issue of whether the grievance is one appropriate for review by the Board and the merits of the underlying grievance. Written arguments of each party shall not exceed eight single-spaced typewritten pages. (3/13/03)
   4. Written documents which support the contentions of the parties may be submitted along with the case summaries and arguments. Such additional material shall be clearly labeled and bound separately from the case summaries and written arguments.
   5. Upon the receipt of the application for appeal, case summary, and arguments of the grievant, the Executive Secretary shall acknowledge receipt and transmit copies of these materials to the appropriate University officer(s).
4. University Answer: Within 30 calendar days of the transmission of the grievant's application for appeal, a case summary, and written arguments, the University officer(s) involved shall submit to the Executive Secretary a case summary and written arguments, as described in paragraphs C-2 and 3 above, and a copy of the transcript of testimony, if one exists. Supporting written materials, as described in C-4 above, shall be submitted at the same time. The Executive Secretary shall acknowledge receipt of these materials and shall transmit a copy to the grievant.
5. Consideration by the President: The Executive Secretary, upon the timely receipt of the materials described in paragraphs C and D above, shall transmit copies of such materials to the President, who shall review the application for appeal, the case summaries, and the written arguments. The President may, in that officer's discretion, ask that the grievant submit a reply to the University's answer. A copy of such reply shall be transmitted to the University upon receipt. The President may also request any additional information which is deemed necessary.
   1. The President shall consider whether the grievant has exhausted all appropriate avenues for resolution of the grievance within the administrative unit involved and whether the matter involves a grievance as defined above; and shall also consider any of the following as appropriate in the President's judgment:
      1. important policy issues - to be determined by the Board of Trustees;
      2. questions regarding the integrity of the decision-making process - involves questions about the fairness of the procedures followed in arriving at a decision, the proper exercise of authority by individuals, and the proper delegation of authority;
      3. termination of employment - means the involuntary severance of an employment relationship by the University including termination of a tenured faculty member, the award of a terminal contract to a continuing appointee, the termination of a term or continuing appointee before the end of a previously agreed to appointment period. (3/13/03)
         The phrase "termination of employment" does not include expiration of a term appointment, the non-renewal of a term appointment, the termination of a probationary Civil Service employee, or the termination of a conditional appointment if the stated conditions have not been met;
      4. involuntary separation of a student from one of the Universities for non-academic reasons - includes those sanctions specified in the Student Conduct Code, SIUC and specified in the Student Rights and Conduct Code, SIUE. The phrase does not include those sanctions imposed by reason of failure to meet established academic conduct or performance standards of a school, college, or other academic area of the University.
   2. The President shall, in addition, consider whether the grievance is based on either or both of the following:
      1. questions of expert academic judgment - questions, the answers to which can only be legitimately provided by experts within a particular academic discipline. Although questions of qualification for promotion and tenure often involve "questions of expert academic judgment" and would, therefore, be excluded from Board review on that basis, the question of whether or not to award tenure often involves termination as described in 1-c above and might be appropriate for Board review under that section of the policy.
      2. questions of discretionary managerial judgment - these questions, the answers to which are reserved to the Chancellors by Board of Trustees policy.
   3. However, the presence or absence of any of these criteria shall not be determinative of the President's recommendation. Within 30 calendar days of the President's receipt of the case summaries and arguments of both parties and any other information requested, the President shall recommend that the Board grant or refuse the application for appeal. The President's recommendation shall be embodied in a written report which shall include a summary of the major elements of the case and a statement of the reasons for the President's recommendation. The Executive Secretary shall cause the parties to be provided a copy of this report.
   4. A recommendation by the President that the application for appeal be granted and that the matter be considered by the Board of Trustees implies neither agreement nor disagreement with either party's position, but instead is an indication that the President views the matter as appropriate for consideration by the full Board.
6. Review of the Application for Appeal by the Board: The report of the President recommending refusal of an application for appeal shall be transmitted to the Board by the Executive Secretary. Unless the Board, at its first regularly scheduled meeting at least 10 days after the report is received, chooses by a majority vote to grant the application, in spite of the absence of a positive recommendation by the President, the application for appeal shall be deemed to have been denied, and the action which is the subject of the grievance shall stand.
   1. In those cases in which the President has recommended that the matter be considered by the full Board, the application for appeal shall be scheduled for the Board's consideration. Those materials reviewed by the President shall be appended to the president's report and transmitted by the Executive Secretary to the Board for its review at least 10 calendar days in advance of the meeting at which the application for appeal is to be considered. Based upon the written materials submitted to the Board by the parties, the Board shall, by a majority vote, either grant or deny the application for appeal. If the application is denied, the administrative action which is the subject of the grievance shall stand and the Executive Secretary shall so inform the parties.
   2. If the application for appeal is granted, the Board may then proceed to consider the appeal or defer consideration until the next regularly scheduled meeting of the Board. Oral presentations will not be made by the parties unless requested by the Board; however, the parties may respond to the questions of individual Board members.
7. President or Board Staff: Appeals by Administrative/Professional Staff of the Board or the President shall follow the procedures set forth in subsections C and D as nearly as may be, but they are not subject to preliminary review. The full record shall be transmitted to the Board with the first regular 10-day agenda mailing after the record is complete. Any Board member may request that further information be furnished by mail or provided at the subsequent meeting. The full Board shall decide such appeals using such procedures as it shall deem just in the particular circumstances. Appeals by Civil Service Staff of the Board or President shall follow local civil service grievance procedures before proceeding in the same manner set forth above.
8. Dispositions by the Board: The Board may take any one of the following actions in regard to an appeal:
   1. reverse the administrative action;
   2. affirm the administrative action;
   3. modify the administrative action;
   4. remand the matter to the University or administrative unit involved for additional proceedings as directed by the Board.