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2. Core requirements

Core Requirement:

2.2 The institution has a governing board of at least five members that is the legal body with specific authority over the institution. The board is an active policy-making body for the institution and is ultimately responsible for ensuring that the financial resources of the institution are adequate to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from it. Both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, or personal or familial financial interest in the institution.

A military institution authorized and operated by the federal government to award degrees has a public board on which both the presiding officer and a majority of the other members are neither civilian employees of the military nor active/retired military. The board has broad and significant influence upon the institution's programs and operations, plays an active role in policy-making, and ensures that the financial resources of the institution are used to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from the board except as specified by the authorizing legislation. Both the presiding officer of the board and a majority of other voting board members are free of any contractual, employment, or personal or familial financial interest in the institution. (Governing Board)

Statement of Compliance:   In Compliance.

Narrative:

The Board of Regents (BOR) of the University System of Georgia is the governing board for the University of West Georgia and operates in compliance with all aspects of this core requirement.

The Legal Governing Body has at Least Five Members

The Board of Regents of the University System of Georgia consists of 18 members [1] and is the legal authority with governing control over all institutions in the University System, including the University of West Georgia. The Board’s authority to govern, control, and manage the University System of Georgia and each of its institutions is established in the Constitution of the State of Georgia, Article VIII, Section IV, Paragraph 1 a and b [2], and its membership defined in Title 20, Chapter 3, Article 2, Part 1 of the Official Code of Georgia Annotated [3]:


“The board of regents shall be composed of one member from each congressional district in the state and five additional members from the state at large, who shall be appointed by the Governor and confirmed by the Senate. The Governor shall not be a member of the board. The board shall have all the powers and duties now or hereafter provided by law. The board shall be subject to all provisions of law not inconsistent with this part” (O.C.G.A 20-3-21).           

 The structure of the Board is further discussed in the Board of Regents Bylaws § I (2) [4].  This includes establishing seven standing committees. Those committees are as follows:

  1. Executive and Compensation Committee
  2. Committee on Academic Affairs
  3. Committee on Organization and Law
  4. Committee on Finance and Business Operations
  5. Committee on Personnel and Benefits
  6. Committee on Internal Audit, Risk, and Compliance
  7. Committee on Real Estate and Facilities (Bylaws of the BOR § V(3))

The BOR is an Active Policy-Making Body

The policy making authority of the Board of Regents is established in the Official Code of Georgia Annotated, Title 20, Chapter 3, Article 2, Part 1 as follows:

“The board of regents shall have power:              

(1) To make such reasonable rules and regulations as are necessary for the performance of its duties;
(2) To elect or appoint professors, educators, stewards, or any other officers necessary for all of the schools in the university system, as may be authorized by the General Assembly; to discontinue or remove them as the good of the system or any of its schools or institutions or stations may require; and to fix their compensations;               
(3) To establish all such schools of learning or art as may be useful to the state and to organize them in the way most likely to attain the ends desired; and 
(4) To exercise any power usually granted to such corporation, necessary to its usefulness, which is not in conflict with the Constitution and laws of this state” (O.C.G.A 20-3-31). 

The Board of Regents meets 10 times a year for two days each month, except for July and December (unless the press of business requires it). Additionally, several special meetings of the Board or its committees are called as needed each year.

Minutes for all regular and special meetings of the Board since 1996 are posted as public information on the Regents’ Web site [5]. These materials reflect the Board’s exceptionally active and extensive policy-making role. Meeting Minutes for June 9 and 10, 2009 serve as an illustrative example for documenting the wide range of policy matters that receive the attention, review, and approval of the Board of Regents each month [6]. The Board’s agenda for that meeting required decisions on policy issues in a number of areas. For example, policy decisions for the University System of Georgia were made in the areas of academic affairs, program expansion, business operation, and facilities management.

The Board of Regents strives to maintain an appropriate distinction between its role in policy making for the university system governance and its service to the role each educational institution in the university system has in managing their operations so that they are in compliance with Board of Regents’ policies. This can be seen in the structure of the meeting agendas as evidenced in the specificity of approach which does not allow the conflation of policy-making with institution oversight.  (e.g. Board of Regents Meetings, Agendas, Minutes, Actions, 1996-2012 [5]).

 Moreover, the Chancellor strives to govern in ways that meet the needs of governance as reflected in the requests of the Regents. For example, in the Board of Regents Minutes for April 18 and 19, 2006, Chancellor Davis made note "that the staff are working to be responsive to the Regents’ comments and needs regarding the meetings and to structure these meetings to focus less on operations and more on key policy issues driving the agenda" (Chancellor's Remarks, p. 1, Board of Regents Meeting Minutes for April 18 and 19, 2006 [7]).

The report for Comprehensive Standard 3.2.2.3 discusses institutional policy within the institution’s government structure.  

BOR’s Responsibility for Adequacy of Financial Resources

As stated above, the Constitution of the State of Georgia, state law as set forth in the Official Code of Georgia Annotated, and the Bylaws of the Board of Regents give the Board of Regents exclusive authority over the governance, control, and management of the University System of Georgia. This authority is particularly broad with regard to the financial matters and resources of the University System of Georgia and its member institutions. For example, Article VIII, Section IV, Paragraph 1 (c-e) of the Constitution of the State of Georgia sets forth thus:

“(c) All appropriations made for the use of any or all institutions in the university system shall be paid to the board of regents in a lump sum, with the power and authority in said board to allocate and distribute the same among the institutions under its control in such way and manner and in such amounts as will further an efficient and economical administration of the university system.

(d) The board of regents may hold, purchase, lease, sell, convey, or otherwise dispose of public property, execute conveyances thereon, and utilize the proceeds arising therefrom; may exercise the power of eminent domain in the manner provided by law; and shall have such other powers and duties as provided by law.

(e) The board of regents may accept bequests, donations, grants, and transfers of land, buildings, and other property for the use of the University System of Georgia.”

The fiscal authority of the Board of Regents is further iterated in the Official Code of Georgia Annotated. Title 20, Article 2, Part 1 (20-3-53):

“(c) All appropriations made for the use of any or all institutions in the university system shall be paid to the board of regents in a lump sum, with the power and authority in said board to allocate and distribute the same among the institutions under its control in such way and manner and in such amounts as will further an efficient and economical administration of the university system.

(d) The board of regents may hold, purchase, lease, sell, convey, or otherwise dispose of public property, execute conveyances thereon, and utilize the proceeds arising therefrom; may exercise the power of eminent domain in the manner provided by law; and shall have such other powers and duties as provided by law.

(e) The board of regents may accept bequests, donations, grants, and transfers of land, buildings, and other property for the use of the University System of Georgia.”

There is ample evidence in the Board of Regents Meeting Minutes for August 11 and 12, 2009 that the Board of Regents approaches its fiscal duties with all due regard (Board of Regents Meeting Minutes for August 11 and 12, 2009 [8]). For example, budget reductions and falling state revenues were a key part of the Chancellor’s Remarks as well as were decisions made by the Board of Regents at that meeting. Amended budgets reflecting proposed operations at reduced levels of 4%, 6% and 8% were approved in addition to the approval of a mandatory furlough of employees within the University System of Georgia. The Board of Regents, also, addressed health care plan matters. The Board of Regents clearly acted in a decisive manner in the face of competing needs during a serious budget crisis. As is clearly seen, these actions show alignment with the call to responsibility for administrators put forth in the SACS position statement on “The Impact of Budget Reductions on Higher Education” (The Impact of Budget Reductions on Higher Education- SACS Position Statement [9]).

The report for Comprehensive Standard 3.2.2.2 discusses fiscal stability of the institution within the scope of the institution’s government structure.

Further evidence of the Board of Regents focus on fiscal issues as they are reflected in policy concerns and change is clearly evidenced in the Agenda and Minutes of the November 8 and 9, 2011 meeting.  For example, at this meeting the Board of Regents established the agenda, action items, and principles of the Special Committee on Consolidation.  This committee is tasked with assessing the feasibility and efficacy of the consolidation of certain campuses to "increase the system’s overall effectiveness toward creating a more educated Georgia" (p. 1, Board of Regents Meeting Meetings for November 8 and 9, 2011[10]).  The resultant of this assessment was the eventual consolidation of eight distinct campuses into four merged institutions (Board of Regents - consolidations, Board of Regents Meeting Minutes for January 8, 2013 [11]).

BOR Not Controlled by a Minority

The constitutional membership of the Board of Regents requires a majority of its nineteen members to consist of one representative each from Georgia’s thirteen Congressional Districts. Clearly, the composition of the Board of Regents is a key factor in insuring the representation of statewide interests in the affairs of the University System of Georgia. Similarly, seven-year term of the Board of Regents members insures representation across different gubernatorial administrations. The monthly meetings of the Board of Regents as well as the Bylaws of the Board of Regents, the committee structures, and the required actions by the Committee of the Whole insure broad-based participation of the Board of Regents' membership in the business affairs of the University System of Georgia. The annual rotation of the chairmanship of the Board of Regents, also, minimizes the potential for control by a minority of the members. The Bylaws of the Board of Regents clearly stipulate that no individual Board of Regents member has the authority to commit the Board of Regents to a particular action (Bylaws of the BOR § V(2)). Further, the Bylaws of the Board of Regents state that a majority of the members of the Board of Regents is needed to constitute a quorum for the transaction of business (Bylaws of the BOR § III(4)). (Bylaws of the BOR: [4])

BOR Avoidance of Conflicts of Interest

Georgia law contains statutes that make it illegal for members of the Board of Regents to have contractual, employment, or financial interests in the University System of Georgia or its member institutions.  Specifically, O.C.G.A Title 45, Chapter 10, Articles 1 (Ethics) and 2 (Conflicts of Interest) provide distinct parameters for the conduct of “members of boards, commissions, and authorities” which includes the Board of Regents (O.C.G.A. § 45-10-(20-92), Official Code of Georgia Annotated [3].

“Part-time public officials with state-wide powers prohibited from transacting business with any state agency; part-time employees prohibited from transacting business with own state agency; exceptions to prohibitions.

(a)(1) Except as provided in subsection (b) of this Code section, it shall be unlawful for any part-time public official who has state-wide powers, for himself or on behalf of any business, or for any business in which such public official or member of his family has a substantial interest to transact any business with any agency.               

 (2) Except as provided in subsection (b) of this Code section, it shall be unlawful for any part-time employee, for himself or on behalf of any business, or for any business in which such employee or member of his family has a substantial interest to transact any business with the agency by which such employee is employed.         

(b) The provisions of subsection (a) of this Code section shall not apply to:          

   (1) Any transaction made pursuant to sealed competitive bids;              

   (2) Any transaction when the amount of a single transaction does not exceed $250.00 and when the aggregate of all such transactions does not exceed $9,000.00 per calendar year;               

   (3) Any transaction involving the lease of real property to or from any agency if such transaction has been approved by the State Properties Commission or the Space Management Division of the Department of Administrative Services; and      

   (4) Any transaction involving the purchase of surplus state property at a public auction.             

(c) Any person who knowingly violates subsection (a) of this Code section shall be subject to the penalties provided for in Code Section 45-10-28” (O.C.G.A. 45-10-24).

Moreover, Georgia is an "open records" and "open meetings" state by law and the University System of Georgia is a state agency. Hence, scrutiny of the actions of the Board of Regents as a governing body as well as the actions of the individual members can easily be accomplished by the public and the media. Such scrutiny and the potential public criticism it could generate serve as powerful deterrents against the undue influence of special interests and conflicts of interest. (Georgia Open Records Act [12]).

Additionally, O.C.G.A. 45-10-26 requires public officials and employees to file yearly disclosure statements concerning any business transactions with the state.  These disclosure statements become public records once filed.  The transparency created by disclosure requirements for “open meetings” and “open records” exposes any and all of the actions of the Board of Regents to public scrutiny. The possibility for conflicts of interests is thus effectively abrogated.

The report for Comprehensive Standard 3.2.3 provides a more detailed discussion of the policies and bylaws related to conflict of interest. Also, the report for Comprehensive Standard 3.2.4 discusses external influences on the board.  

NOTE: Neither the Chancellor nor any other member of the Board of Regents have contractual, employment, or personal or familial financial interest in the University of West Georgia. This is evidenced in the requirement that all state employees execute both a written and verbal loyalty oath to the Constitution of the United States and to the Constitution of the State of Georgia. (University System of Georgia Loyalty Oath [13]).

Supporting Documentation: