I.E. BOARD ORGANIZATION

I.E.1.01. Policy

The Board is organized under Texas law to most effectively exercise its power and authority to accomplish its responsibilities and duties.

I.E.1.02. Definitions

(a)   Board Chair means a Trustee who presides at the Board’s regular and special meetings, signs all contracts duly authorized by Board policy, and appoints all committees not otherwise provided for, of which the Chair and Chancellor are each ex-officio members. The Chair is the only person authorized to speak for the Board, except when the Chair delegates this authority. The Chair has the right and power to speak and vote on all matters before the Board. Additionally, the Chair has the authority to prepare agendas for Board meetings and performs such other duties as the Board and Texas law allow.

(b)  Board Vice-Chair means a Trustee who, when the Chair is absent, presides and temporarily has same powers and duties as the Chair would have if the Chair were present.

(c)   Board Secretary means a Trustee who keeps the Board’s official seal and maintains records of all Board meetings, correspondence, and other official actions.

(d)  Board Assistant Secretary means a Trustee who, when the Secretary is absent, temporarily assumes the Secretary’s duties.

I.E.1.03. Board Officers Elections

The Board elects its officers at its first regular Board Meeting following the regular election of Trustees in even-numbered years. The Board may elect officers at any time to fill a vacancy. The Chair shall hold open-floor nominations -- only those coming from then-present Trustees -- for officer elections. Each office, and its candidates, must be separately and independently considered. The Board elects a Board Chair, Board Vice-Chair, Board Secretary, Assistant Board Secretary, and other officers at its discretion. If five votes are not obtained for any office position on the first vote, the Trustee receiving the lowest number of votes will be dropped and another vote will be taken as to the remaining nominees. This process will continue until one nominee receives at least five votes.

I.E.1.04. Appointed Board Committees

The Board may create committees to aid the Board.

The Board gives committees clear, appropriate responsibilities. Committees serve a purely advisory function and do not act for the Board; rather, they submit recommendations for action to the Board.

(a) Committee members. The Board Chair appoints members to such committees and selects one member to serve as the committee chair. Prior to appointing members to such committees, the Board Chair shall solicit input from Board members regarding their interest/availability to serve on the committees. Members of standing committees are appointed by the Board Chair after the biennial reorganization of the Board. Unless otherwise provided in Policy, committee members serve on committees for a two-year term coinciding with the Board’s biennial reorganization.

(b) Standing Committee. Standing committees are created upon Board approval to handle matters within the approved jurisdiction of the committee.  Standing committees include:

• Audit and Finance Committee. The Audit and Finance Committee assists with hiring external auditors by obtaining and evaluating proposals from prospective external auditors at least every five years and confirming market pricing for external auditors every two years. The Audit and Finance Committee reviews the proposed auditor’s (a) reputation; (b) recent or current clients; (c) familiarity with higher education institutions; (d) contract term costs; (e) primary office location; and (f) other relevant information. The Audit and Finance Committee interviews the top three auditor candidates after completing evaluations and recommends an auditor to the Board. The Audit and Finance Committee annually reviews and recommends an engagement letter to the Board. The engagement letter sets out the audit’s scope and maximum fee. The Audit and Finance Committee works with the System’s Chief Financial Officer on the annual external audit engagement. After the external auditors issue their final opinion for the annual audit, and at least one week before the meeting in which the Audit and Finance Committee makes its recommendation to the Board, the external auditors shall present their issued audit report to the Audit and Finance Committee. If applicable, the Chief Financial Officer presents future or current corrective actions to address any findings or misstatements identified in the report to the Audit and Finance Committee. No later than the March meeting following the submission of the annual external audit report, The Audit and Finance Committee makes a recommendation for the Board to accept the annual audit, confirming receipt of the final audit report. The external auditors, the System’s Chief Audit Executive, and the System’s Chief Financial Officer attend the Audit and Finance Committee’s meetings as invited. The Audit and Finance Committee annually reviews a summary status report prepared by the System’s Chief Audit Executive. The Audit and Finance Committee reviews and recommends the final budget to the Board for approval.

(c) Ad Hoc Committee. The Board or Board Chair may create ad hoc committees to handle special assignments. The Board or Board Chair dissolves ad hoc committees that have completed their assignments.