Board of Trustees Policies
Code of Ethics
- Governance Responsibilities
- Public Trust. The Board of Trustees (Board) of Middle Tennessee State University is responsible for the governance of the University. Board members hold a position of public trust and are expected to carry out their governance responsibilities in an honest, ethical, and diligent manner. Pursuant to T.C.A. § 49-8-204, this policy applies to and governs the conduct of all members of the Board.
- Welfare of the Entire University. Board members bring diverse backgrounds, experiences and expertise valuable to the governance of the University. In carrying out their duties, Board members must keep the welfare of the entire University paramount over any other interest.
- Duty of Care. Board members must discharge their duties, including duties as members of committees, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Board member reasonably believes to be in the best interest of the University.
- Time Commitment. In undertaking the duties of the position, a Board member shall make the commitment of time necessary to carry out his/her governance responsibilities. Board members must regularly attend and actively participate in Board and committee meetings and special assignments. Failure to attend three regular meetings in succession of the Board or of a committee on which the Board member serves shall be cause for the Board to consider the Board member's removal.
- Due Diligence. Board members shall undertake with due diligence a critical analysis of the risks and benefits of any matter coming before the Board for action. Board members shall promote a culture of constructive debate about major initiatives and transactions and shall require the University’s administration to provide information necessary to carry out their duty of care to act in the best interest of the University.
- Legal Authority. Except as otherwise provided by law or bylaw, Board members shall have no legal authority to act outside of Board meetings in their capacity as Board members. A Board member shall avoid acting as a spokesperson for the entire Board unless specifically authorized to do so. When not participating in Board or committee meetings, Board members enjoy the same rights and privileges of any citizen of the State of Tennessee.
- Conflict of Interest
- Purpose. Board members must perform their duties and responsibilities with objectivity and integrity consistent with their fiduciary responsibilities to the University. Board members must place the University’s interests ahead of their private interests. Therefore, conflicts of interests, both real and perceived, must be identified and avoided. A conflict of interest is a personal interest, financial or otherwise, that might impair or reasonably appear to impair a Board member’s independent, unbiased judgment in the discharge of his/her responsibilities to the University.
- Prohibition. T.C.A. § 49-8-203(g), which applies exclusively to the Board, provides that it is unlawful for any member of the Board to be financially interested in any contract or transaction affecting the interests of the University, or to procure, or be a party in any way to procuring, the appointment of any relative to any position of financial trust or profit connected with the University. A Board member who violates these prohibitions is subject to removal by the governor or the Board. Board members shall not use the authority, title, prestige, or other attribute of the appointment for personal benefit or gain for themselves or for any relative.
- Acknowledgement and Disclosures
- Within 30 days of appointment and thereafter on or before January 15, each Board member shall submit to the Board Secretary, a written certification that he/she has read the Code of Ethics and acknowledges his/her responsibilities under this policy
- Any time a Board member believes a conflict of interest or ethical violation may exist with any Board member(s), including himself/herself, the Board member shall immediately submit a written disclosure of the facts and circumstances surrounding the situation to the Chair.
- The Executive and Governance Committee shall evaluate the disclosure and determine what, if any, action is necessary. In no case shall a member who is involved in a potential or alleged violation of this policy participate in the disposition of the matter.
- When a Board member is in doubt as to the proper interpretation of this policy or whether a disclosure is required, the Board member is expected to seek the advice of the Chair or his/her designee.
- Gifts, Favors, and Gratuities. Board members shall not knowingly accept or solicit any gift, favor, or gratuity from any person or entity under contract with the University or seeking a contract with the University. Board members shall not knowingly accept or solicit any gift, favor, or gratuity from any person or entity, including another Board member, which might affect or have the appearance of affecting a Board member's judgment in the impartial performance of the duties of the appointment. However, this section shall not be construed to apply to a Board member's incidental benefit from another Board member's gift of money, property, or services to the University or to any benefit commonly available to Board members by virtue of the office. Nor shall this section be construed to prohibit acceptance of benefits from the University in connection with donations to the University.
- Expenses. Board members serve without compensation. However, they are entitled to receive reimbursement for expenses incurred while representing the University in their official capacity.
- Penalty for Violation
- Hearing. A Board member accused of a material violation of the Code of Ethics shall be afforded a due process contested case hearing in accordance with the Uniform Administrative Procedures Act, Tennessee Code Annotated, Title 4, Chapter 5.
- Removal. If a contested case hearing results in a finding that a Board member materially violated the Code of Ethics, the Board may remove the Board member from the Board by a two-thirds (2/3) vote of the Board. Upon removal, the position shall be considered vacant, and the vacancy shall be filled as provided by law.
Reservation and Delegation of Authority
- The Middle Tennessee State University Board of Trustees (Board) is vested with the power and authority to govern Middle Tennessee State University (University). The Board reserves to itself certain powers and authority, and may delegate authority as provided for in state law, the Board Bylaws and as set forth in Board or University policy.
- Reservation of Authority
- The Board reserves to itself all authority necessary to carry out its legal and fiduciary duties and responsibilities, to include the authority to set the overall direction of the Institution. The Board shall exercise its authority consistent with state law, and Board and University policies. No authority that the Board reserves to itself shall be exercised by any other person or body unless expressly authorized by Board policy or directive. The Board shall retain authority over matters unless otherwise specified as a delegation to the President.
- The Board reserves the following authority, to include the review and approval of
any University policies implementing these actions:
- To periodically review and approve the University’s mission, vision, and strategic direction, and approve plans for their attainment, implementation and evaluation.
- To conduct its business, create committees, set its agenda and meeting schedule, require reports from executive officers and employees, hear appeals, and establish policies and procedures providing for it to do such.
- As required by law, to adopt, amend or repeal administrative rules pursuant to the Administrative Procedures Act, T.C.A. §4-5-101, et. seq.
- To approve the annual operating and capital budgets for the University; and, to approve requests for issuance of any bonds pursuant to state statute.
- To establish or abolish academic colleges, divisions, schools, and departments. The Board will receive reports prior to the establishment of any additional institutional centers/academic units.
- To approve the establishment or discontinuation of degree programs and academic majors.
- To select, appoint and annually assess the performance of the chief executive officer of the University, the President, and confirm his/her salary and benefits.
- To approve the award of tenure and promotion for faculty.
- To approve the appointments and compensation of Vice Presidents and other executives reporting directly to the President; and, Chairs of Excellence, including interim appointments. The Board will be apprised during the annual budget process of all new positions added to the organizational structure;
- Consistent with state statute and Tennessee Higher Education Commission (THEC) policy, to approve student admission standards and graduation requirements.
- To authorize the awarding of degrees, including the awarding of honorary degrees.
- To establish tuition rates and mandatory fees consistent with THEC approved ranges; and, to approve non-mandatory fees, and room and board fees.
- To define and set in-state and out-of-state residency requirements consistent with statute.
- To retain responsibility for the expenditure of state funds by the University and its agents and employees.
- To approve a campus master plan or amended campus master plan.
- To approve the acquisition or disposal of properties not identified in the MTSU Master Plan.
- To approve a required "program statement" that shall be prepared for all capital outlay construction projects requiring approval by the State of Tennessee prior to implementation of the project. The Board will also approve major renovations with budgets totaling more than $500,000 in agreement with State Building Commission policy.
- To approve capital project requests, as defined by state statutes and which require approval by the Tennessee General Assembly, prior to the request of funds.This will require the University to prepare and submit an annual Capital Budget Request to the Board for approval before submission to THEC.
- To approve funding priorities to be presented to the legislature and, where appropriate, determine institutional priorities and significant public policy and advocacy positions
- To receive, accept and approve all non-cash gifts in kind as follows:
- Gifts of real property or any permanent interest in real property;
- Gifts that require an obligation to fund current or future expenditures for which there is no established or approved funding source;
- Gifts that require construction/renovation of facilities not previously authorized by the University;
- Gifts that substantially increase liability, commitments or risk;
- Gifts that require State approval;
- To approve the appointment of the Director of Audit and Consulting Services; review auditing proposals, select the external auditors and approve the University's contract with the external auditors. The Board will receive and accept summaries of internal audit and compliance reports.
- To approve the naming of buildings, grounds and other identifiable physical features of the University, or to revoke such names.
- Delegation to the President
- The President shall be the chief executive officer of the University. Subject to the ultimate authority of the Board, the President is delegated the authority necessary and appropriate for the efficient administration of the University and its programs, including the establishment of policies and procedures for the educational programs and operations of the University, except where the Board has reserved specific authority pursuant to the Bylaws and this policy as enumerated above. The discretionary powers of the President shall be sufficiently broad to enable him/her to discharge these responsibilities.
- Unless otherwise restricted by specific Board policies or directives, the President may delegate general executive management and administrative authority to other executive officers and employees as necessary and prudent, including authority to execute contracts and other legal documents. The President may condition, limit, or revoke any presidential authority so delegated. Notwithstanding any delegation, the President remains responsible for the proper functioning of the University.
- The President shall carry out all rules, orders, directives, and policies established by the Board, and shall approve and implement all other policies and standards for the management of the University.
- The organizational structure of the University will be established by the President except as otherwise specifically determined by the Board.
- The President shall notify the Board of any matter that significantly involves the authority and role of the Board, including its fiduciary, oversight and public accountability responsibilities.
- The President is authorized to negotiate and execute contracts on behalf of the University, including the aggregation of all contract extensions and renewals consistent with the policies and direction of the Board.
- The President is authorized to name identifiable sub-units or components of campus facilities.
- The President may hire all employees of the University and, within budgetary limitations, fix their salaries, and approve promotions, transfers, leaves of absence, and removal of personnel pursuant to the requirements of MTSU policies and subject to such prior approval or confirmation as the Board may require. The President is authorized to further delegate appointing authority to the Vice Presidents or other designees.
- The President of the University shall have the authority to negotiate banking and credit card services to periodically open and close bank accounts and to purchase and sell investments. The President may delegate this authority to other administrative officers.
- The President is authorized to act for the Board regarding all matters concerning grants and contracts for research, development, service and training.
- The President is authorized to act for the Board in the management of the student body and other matters incident thereto, except for the establishment of rules and policies regarding student conduct.
- The President is delegated the responsibility for the administration of the athletics program and mandates that the program operate with integrity and in full compliance with all applicable rules and regulations.
- The President is authorized to confer academic and honorary degrees, within the guidelines of the Board.
- The President is authorized to establish a reserve officers training corps unit, to execute and deliver bond, with or without surety, in such manner and on such terms and conditions as may be required by the United States, for the care and safekeeping of the transportation, animals, arms, ammunition, supplies, tentage, and equipment that may be necessary or desirable for the operation, conduct and training of any reserve officers training corps unites of the armed forces of the United States authorized by law at any time.
- The President is authorized to act for the Board regarding the execution and administration of instruments and the general business and financial affairs of the University that occur in the usual course of business except as otherwise provided in the Board Bylaws.
- The President is authorized to approve the acquisition or disposal of real property in the ordinary and usual course of business as described by the MTSU Master Plan for the University, subject to other approvals that may be required.
- The President is authorized to act for the Board regarding all legal action necessary to protect the interests of the University.
- In the event of an emergency or in the event immediate action is in the best interests of the University, the President, after consultation with the Board Chair, is authorized to act, pursuant to authority otherwise available but for this Delegation of Authority.
The Middle Tennessee State University Board of Trustees (Board) is responsible for the governance of Middle Tennessee State University. As provided in the Board Bylaws, the Board may establish standing and special committees as it deems appropriate and necessary to fulfill these responsibilities. This Board policy establishes the committees of the Board, defining their membership and duties.
- Standing Committees
- The standing committees of the Board shall be:
- Executive and Governance
- Audit and Compliance
- Finance and Personnel
- Academic Affairs, Student Life and Athletics
- The standing committees of the Board shall be:
- Each standing committee shall have at least three (3) voting members who shall each serve a two-year term.
- Each standing committee shall have a chair who shall serve a one-year term.
- Members of the standing committees, with the exception of the Executive and Governance Committee, shall be appointed by the Board Chair. The Board Chair shall also appoint the chairs of the standing committees.
- The Board Chair shall serve as an ex officio member of all standing committees, entitled to vote.
- Each committee shall have an administrator of the University to assist with its work.
- The Board Chair may appoint additional member(s) to standing or special committees if the assistance of others with particular professional or business expertise is necessary to carry out the responsibilities of the committee or subcommittee. No such additional non- trustee member shall have voting privileges.
- Special Committees
The Board Chair or Vice Chair may appoint special committees for specific assignments. Membership may be as determined appropriate. The chair of a special committee shall be designated by the Board Chair at the time the special committee is appointed. Matters assigned to a special committees shall be subject to action and approval by a designated standing committee or the Board before becoming effective.
- The Committees shall meet as often as necessary to carry out their responsibilities.
- Meetings may be called by the Board Chair, the President of the University or the committee chair.
- Notice of Meeting; Agenda
- When feasible, committee members shall receive at least ten (10) days’ notice of meetings to include the purpose of the meeting.
- When feasible, a copy of the agenda and related materials shall accompany notice of the meeting.
- Matters not appearing on the agenda of a standing or special committee meeting may be considered only upon an affirmative vote of the entire committee.
A majority of the voting members of each standing or special committee shall constitute a quorum for the transaction of business. In the absence of a quorum, those attending may adjourn the meeting until a quorum is present.
Minutes shall be made of all standing and special committee meetings and provided to the Board Chair, the President of the University and the Secretary to the Board. The minutes shall be maintained as the official record of such meetings.
- Open Meetings and Public Notice
All meetings of standing and special committees shall be open to the public except as authorized by a statutorily or judicially recognized exception to the Tennessee Open Meetings Act, T.C.A. § 8-44-101, et. seq. Notice provided to the public shall be compliant with the Open Meetings Act.
- Authority of the Standing and Special Committees
- The authority of the standing and special committees shall be subject to action by the entire Board. The committees’ actions must be authorized and approved by the Board before becoming effective unless the Board delegates to the committee the authority to act on its own behalf.
- The standing and special committees shall have the right to retain independent consultants.
- Executive and Governance Committee
- The Executive and Governance Committee shall be composed of the Chair and Vice Chair of the Board, and the Chair of the Audit and Compliance Committee. The Chair of the Board shall be the chair of this committee.
- The Executive and Governance Committee may act for the Board between regular Board
meetings on urgent matters except the following, which shall be reserved to the Board:
- Presidential selection, evaluation and termination
- Amendments to the Board Bylaws
- Adoption of the annual budget
- Tenure and promotion decisions
- The Executive and Governance Committee shall ensure the integrity of the Board and
is responsible for:
- Establishing and maintaining standards of Board conduct.
- Assessing the performance of the Board and Board members by monitoring compliance with the Board’s Code of Conduct and Conflict of Interest policies.
- Ensuring an effective orientation and continuing education process for Board members.
- Periodically reviewing and ensuring compliance with the Board Bylaws and other Board policies, recommending amendments when appropriate.
- Reviewing the committee structure of the Board for continued effectiveness.
- Overseeing the work of the other standing committees.
- Other matters as assigned by the Board.
- The Executive and Governance Committee shall have the right to retain independent consultants.
- Audit and Compliance Committee
- The Audit and Compliance Committee shall assist the Board in exercising oversight of the University’s financial and accounting practices, internal controls and standards of conduct. The Committee shall have the authority to direct University management to initiate and address specific audit and compliance issues within the mandate of the Committee. It may conduct or authorize or facilitate any audit or investigation appropriate to fulfill its oversight responsibilities.
- The Audit and Compliance Committee is responsible for and shall make recommendations
to the Board related to:
- Oversight of adherence to laws, regulation and policies that pertain to the University’s operations.
- Oversight of the quality and integrity of the accounting and financial reporting practices and processes, and systems of internal controls regarding finance, accounting and legal compliance.
- Audit issues reported in the University’s external audits or reviews.
- Presidential audits.
- Oversight of the internal audit function including reviews of the internal audit reports and monitoring of the resolutions of any audit issues.
- Ensuring compliance with legal and regulatory requirements.
- Oversight and monitoring of internal controls, compliance and risk management functions of the University.
- Oversight of the process for the reporting of suspected illegal, improper, wasteful or fraudulent activities involving University resources.
- Other matters as assigned by the Board.
- The University’s Director of Audit and Consulting Services reports administratively to the President of the University and functionally to the Audit and Compliance Committee, and the Board. The Audit and Compliance Committee will review and recommend the appointment of the Director of Audit and Consulting Services who shall be removable only for cause by a majority vote of the Board. The Director of Audit and Consulting Services shall have direct and unrestricted access to the chair of the Audit and Compliance Committee. The Director of Audit and Consulting Services shall make a comprehensive report on the internal audit function to the Board through the Audit and Compliance Committee at a stated meeting. The report will include the annual audit plan and a review of all previous year audits completed and in progress, including any follow-up reviews and any audits that were scheduled but not completed.
- Finance and Personnel
- The Finance and Personnel Committee shall oversee the integrity and stability of the University’s financial operations, long-term economic health and allocation of resources, and its physical assets of land, buildings and equipment.
- The Finance and Personnel Committee is responsible for:
- Monitoring the financial performance of the University and reporting to the Board.
- Reviewing and recommending annual and long-range operating and capital and maintenance budgets.
- Reviewing and recommending rates for student tuition and fees.
- Overseeing financial reporting and related disclosures.
- Recommending adoption or modification of capital improvement plans and the facilities master plan, advocating for new structures, and rehabilitating or removing older structures.
- Creating and maintaining a maintenance capital expenditures budget and proposed timeline for all capital assets whose repair or replacement would result in an expenditure of $100,000 or more.
- Recommending appropriate action with regard to the acquisition and disposition of real property.
- Recommending execution of contracts as required by University policy.
- Actions related to personnel, including faculty and staff compensation.
- Ensuring adequate policies and procedures are in place to promote the effectiveness, integrity and security of the University’s information technology investments and their operation.
- Other matters as assigned by the Board.
- Academic Affairs, Student Life and Athletics
- The Academic Affairs, Student Life and Athletics Committee shall oversee the quality
of academic programs and services, student life and athletics consistent with the
mission of the University. The committee shall make recommendations to the Board
- Approval of proposals for new academic programs and the significant revision of existing programs.
- Ensuring and protecting, within the context of faculty shared governance, the educational quality of the University and its academic programs.
- Matters regarding faculty tenure and promotion.
- Approval of admission, progression, retention and graduation standards.
- Institutional and program accreditation, and program review.
- Promoting the welfare of students attending the University.
- Metrics to measure efficiency of each academic department.
- The operation of the intercollegiate athletics programs to assist the Board in carrying out its responsibility of those programs.
- Other matters as assigned by the Board.
- The Academic Affairs, Student Life and Athletics Committee shall oversee the quality of academic programs and services, student life and athletics consistent with the mission of the University. The committee shall make recommendations to the Board relating to:=
Channel of Authority and Communications
- Purpose. This policy provides for the official channel of authority and communication with
the Board of Trustees (Board) and the faculty, staff and students of Middle Tennessee
State University. This channel shall officially be through the President. Board
members have the right and duty to be fully informed on all matters that influence
their obligations as trustees.
- University Community Responsible to the President. All faculty, staff, and students must, through appropriate channels, be responsible
to the President, and through the President, to the Board, unless otherwise specifically
directed by the Board.
- Communication to the Board. Communication from faculty, staff or students to the Board must flow through the
President, unless otherwise specifically directed by the Board. Notwithstanding the
foregoing, faculty members may communicate directly with the faculty trustee, and
students may communicate directly with the student trustee.
- Communication from the Board. The Board Chair serves as the spokesperson for the Board on matters voted on and approved
by the Board. Board information, such as meeting agendas, meeting minutes and the
materials supporting agenda items, will be housed on the Board website.
- Recommendations for the Board. When faculty, staff and students bring forward recommended changes to policies,
programs, and other matters on which they request Board consideration, such recommendations
must be transmitted to the President. The President has the discretion to bring
the matter before the Board and may confer with the Board Chair in making this decision.
The President will convey the decision to the individual or body requesting consideration.
- Presidential Oversight of Campus Community. The Board has the responsibility for oversight of the President, but delegates authority
to the President for oversight of faculty, staff, students, or others engaged in communications
or by contract with the University.
- Except for the purposes of inquiry or information, a Board member shall not give direction to or interfere with any employee, officer, or agent under the direct or indirect supervision of the President.