The first order of business at the inaugural Board of Trustees meeting on March 24 was to approve the Bylaws, Code of Ethics and Conflict of Interest Policy.
The Bylaws, that were passed unanimously, are broken up into six articles. Article 1 of the Bylaws discusses the responsibility of the board, and why it is necessary for ETSU to have one.
“The board is committed to the welfare, safety and conduct of the students, faculty and staff at all campuses and facilities of East Tennessee State University and is dedicated to the maintenance of an environment, which preserves conditions conducive to the normal education processes and to the welfare and safety of all,” it reads.
Highlighted items in Article 1 include: Board of Trustees can review and approve the mission of the university, control the election and removal of the president of the university and the fixing of his/her compensation, grant tenure, approve an academic calendar and budgets.
The Tennessee Board of Regents used to have standards for how the president of the university was to be elected. Article 4 discusses how the president of the university is to be elected under the new bylaws.
“With the notice of an impending vacancy of the office of president, the board or the executive committee shall appoint an interim president,” it reads. “In the event of a vacancy, or notice of an impending vacancy, in the office of the president, the chair, or in the chair’s absence, the vice chair shall recommend to the board the appointment of a search committee composed of appointed trustees.”
Article 4 also lays out how the president is to be evaluated.
“The chair of the board is responsible for organizing and conducting an annual performance review of the president,” it reads.
At the meeting, the board also elected to adopt the Code of Ethics and Conflict of Interest Policy, which was presented by ETSU President Brian Noland.
The Code of Ethics is broken up into six sections: public trust, welfare of the entire university, duty of care, time commitment, due diligence and legal authority.
Section 5 of the Code of Ethics, due diligence, lays out how important it is that the board appropriately weighs the risks and benefits of each decision they make.
“Trustees shall undertake with due diligence a critical analysis of the risks and benefits of any matter coming before the board for action,” it reads. “Trustees shall promote a culture of constructive debate about major initiatives and transactions and shall require management to provide information necessary to carry out the trustees’ duty of care to act in the best interest of the university.”
Section 6 of the Code of Ethics discusses how a member of the board cannot act as a spokesperson for the board as a whole.
“Except as otherwise provided by law or bylaw, trustees shall have no legal authority to act on behalf of the board outside of board meetings,” it reads. “Trustees shall avoid acting as a spokesperson for the entire board unless specifically authorized to do so.”
The Conflict of Interest Policy sets rules for the board to follow to ensure the best interest of the university is always the number one priority.
The Conflict of Interest section also states trustees cannot use their title for any personal benefit or gain or for favored treatment, and they cannot accept any gifts, favors or gratuities.
To read the Bylaws, Code of Ethics and Conflict of Interest Policy in full, visit https://www.etsu.edu/trustees/documents/etsu_bot_materials_march_2017.pdf.
