D.C. Mun. Regs. tit. 8, r. 8-B105

Current through Register Vol. 71, No. 49, December 6, 2024

Rule 8-B105 - MEETINGS OF THE BOARD OF TRUSTEES

105.1

The Board Chair may appoint the General Counsel or other University official or other person to be the parliamentarian and advise the Chair.

105.2

The University General Counsel shall be available to the Board at regular Board meetings including executive sessions to provide independent legal counsel to the Chairperson and other members of the Board.

105.3

The University General Counsel shall upon the request of a Committee Chair make himself or herself available for independent counsel at committee meetings. Should the General Counsel not be available he or she may with reasonable notice to the committee chair send an assistant General Counsel.

105.4

Meetings of the Board of Trustees shall be held in the District of Columbia in accordance with D.C. Official Code § 38-1204.01 (2012 Repl.) and shall be called or scheduled as follows:

(a) Special Meetings. Special meetings of the Board shall be called by the Chairperson, or by a majority of the members of the Board. In the case of a meeting called by the Chairperson or a majority of the members of the Board, the Chairperson or majority shall notify the President in writing not less than forty-eight (48) hours prior to the meeting of the time and place of the meeting.

(b) Special Meetings. Special meetings of the Board shall be called by the Chairperson, or by a majority of the members of the Board. In the case of a meeting called by the Chairperson or a majority of the members of the Board, the Chairperson or majority shall notify the President in writing not less than forty-eight (48) hours prior to the meeting of the time and place of the meeting.

(c) Emergency Meetings. The Chairperson may call an emergency meeting of the Board by notifying the President as promptly as possible of the nature of the emergency, and the purpose, time, and place of the meeting.

105.5

Notice of Meetings. The President shall give timely notice of all meetings of the Board to the public and to all members of the Board, and such notice shall contain the time, date and location of the meeting, and the purpose or agenda of the meeting. If an executive session is to be held, notice shall include, if feasible, a statement of intent to conduct the executive session, including citations to the reason for closure under § 105.12(c), and a description of the matters to be discussed.

(a) Timely Notice. As used in this subsection, timely notice means that notice must be transmitted with sufficient time to allow the members of the Board and the public to learn of, review, prepare and attend the meeting. The President shall give notice of all meetings not less than five (5) business days prior to any regular meeting, three (3) business days for any special meeting or regularly scheduled committee meeting, and one (1) business day for emergency meetings.

(b) Manner of Notice to Members of the Board. Notice to the members of the Board shall be in writing, preferably by electronic mail to each member at an electronic mail address designated by the member. For regular and special meetings of the Board and regularly-scheduled Committee meetings of the Board, the President shall include the agenda of the meeting including all supporting documentation necessary to be considered prior to taking official action. For emergency meetings, notice shall include the purpose(s) for which the meeting is being called and should be accompanied by supporting documentation when possible.

(c) Manner of Notice to the Public. Notice to the public shall be made in a manner calculated to inform the University community and interested members of the public of the meeting. Pursuant to section 406(2) of the District of Columbia Administrative Procedure Act, effective March 31, 2011 (D.C. Law 18-350; D.C. Official Code § 2-576(2) (2011 Supp.)), minimum notice shall include posting:

(1) In a University building or location that is readily accessible to the public; and

(2) On the University website.

(d) In addition to providing notice as described in paragraph (c), notices of all meetings shall be published in the District of Columbia Register as timely as practicable.

105.6

Meeting Agendas. Except as provided by this chapter, the only items to be discussed or considered at any meeting of the Board shall be the items contained on the meeting agenda. The agenda for meetings of the Board shall be established as follows:

(a) Regular Meetings. The agenda of every regular meeting of the Board shall include (i) presentation and approval of the minutes of prior meetings of the Board; (ii) a report of the Chairperson of the Board, which may include items for the information of the Board, items for referral to Board committees, and items requiring official action by the Board; (iii) a report of the President, which may include items for the information of the Board, items for referral to Board committees, and items requiring official action by the Board; (iv) a report from each standing and ad hoc committee of the Board, which may include recommendations for official action by the Board and items for the information of the Board; (v) provision of time for any member to present new business for information or committee referral, provided that such items shall not be added to the agenda for action except in accordance with Section 105.8.

(b) Special Meetings. The agenda of a special meeting shall include only the matters stated on the notice of the meeting.

(c) Emergency Meetings. The agenda of an emergency meeting shall include only the matters stated on the notice of the meeting. No items for action by the Board may be added to the emergency meeting.

105.7

Items Not on the Agenda. Items not on the agenda for a meeting of the Board of Trustees may be added to the agenda in accordance with this section. Items not added to the agenda must be added to the agenda of a later meeting, or referred to the appropriate committee for consideration.

(a) Regular Meetings. The Chairperson may introduce any item for information, referral, or action by the Board provided that there is a second from another member. Any other member of the Board may introduce any item for information or action by the Board upon a motion approved by a majority of the Board.

(b) Special Meetings. Members of the Board may introduce any item for information, referral, or action only upon waiver of the rules of order as defined in section 108.

105.8

Consideration of Agenda Items. Consideration of agenda items shall begin when the Chairperson calls the item to the floor for consideration. An item added to the agenda in accordance with Section 105.7 shall be considered after the business on the published agenda.

105.9

Committee Consideration of Agenda Items. Each matter coming before the Board should first be referred to the appropriate committee by the Board Chairperson; however, (a) actions on emergency basis shall not require committee consideration prior to the Board taking action; and (b) upon written explanation to the Chair, the Board may, by majority vote, place any item on the agenda for a regular or special meeting which has not been referred by committee.

105.10

Quorum and Voting

(a) A majority of the voting members serving on the Board of Trustees shall constitute a quorum in accordance with D.C. Official Code § 38-1204.01(b) (2001; 2011 Supp.). No official action may be taken at a meeting or executive session unless a quorum is physically present except as provided by § 105.10(b) of this section. All meetings of the Board of Trustees shall be held in the District of Columbia.

(b) A quorum at an emergency or special meeting where notice is received less than five (5) days prior to the meeting may be established by the presence of a majority of the voting members of the Board participating in person or by telephone, video, or internet. Notwithstanding this section Board members shall make every reasonable effort to be physically present at all Board meetings.

(c) At any Board or Committee meeting at which any Trustee appears by telephone, video, or internet, the telephone, video, or internet connection must provide for clear two-way voice communications that can be heard by the Board members, and:

(1) Reasonable arrangements must be made to accommodate the public's right to attend the meeting;

(2) The meeting must be recorded; and

(3) All votes must be taken by roll call.

(d) All Board members including the Chair of the Board of Trustees, Chair of standing committees or ad hoc meetings may participate remotely by telephone, electronic video or internet medium during anemergency declaration issued by Board of Trustees Executive Committee or other public emergency declaration. The Chair of the Board of Trustees may unilaterally issue such emergency declaration and authorize the convening of meetings remotely by telephone, electronic video or internet medium subject to subsequent ratification of the emergency declaration by the Executive Committee.

(e) Unless otherwise provided, any official act of the Board shall be by vote of a majority (more than half (1/2) the Board members) of the voting Board members present after the establishment of a quorum.

(f) An action required by this title to be by an absolute majority of the Board shall mean an affirmative vote of a majority of the entire voting membership of the Board, regardless of meeting attendance or abstentions.

105.11

(a) Fiscal Impact Statements. All resolutions coming before the Board, other than ceremonial resolutions, shall be submitted with a statement of the statement setting forth (1) the administration's assessment of costs or savings to the University of the program or policy contained therein, (2) the criteria upon which the assessment is based, and (3) the certification of the Managing Director of Finance that funds are available to implement the resolution.

(b) Risk Assessment Statements. All resolutions coming before the Board, other than ceremonial resolutions, shall contain an assessment of potential business or financial risk to the University. This risk assessment shall include, as a minimum, (1) a projection of costs and/or net saving to the university as a result of the resolution, (2) the benefit(s) anticipated, (3) a certification by the managing Director of Finance that funds are available to implement the resolution, and (4) a risk mitigation strategy. The Board may waive this requirement by majority vote.

105.12

Executive Session. The Board may enter executive session as provided in paragraph (a) to discuss or take action on matters specified in paragraph (c).

(a) An executive session:

(1) May be placed on the agenda of any meeting of the Board;

(2) The Board shall not enter into executive session until the members meet in public session and vote in favor of entering executive session; and

(3) The Chairperson shall make a statement providing the reason for entering executive session, including a citation from paragraph (c) of this section, and the subjects to be discussed. A copy of the roll call vote and the statement shall be provided in writing and made available to the public.

(b) The only persons permitted to attend or listen to executive session shall be the members of the Board; however the Board may, upon motion and second, admit other persons to an executive session. Executive session shall be recorded pursuant to § 100.9; provided that pursuant to section 408 of the District of Columbia Administrative Procedure Act, effective March 31, 2011 (D.C. Law 18-350; D.C. Official Code § 2-578 (2011 Supp.)), recordings and minutes may be withheld from public disclosure under the standards established for executive session in paragraph (c).

(c) Pursuant to section 405(b) of the District of Columbia Administrative Procedure Act, effective March 31, 2011 (D.C. Law 18-350;D.C. Official Code § 2-575(b) (2011 Supp.)), the Board may enter executive session for the following reasons, or as otherwise permitted by applicable law:

(1) A law or court order requires that a particular matter or proceeding not be public;

(2) To discuss, establish, or instruct the public body's staff or negotiating agents concerning the position to be taken in negotiating the price and other material terms of a contract, including an employment contract, if an open meeting would adversely affect the bargaining position or negotiating strategy of the public body;

(3) To discuss, establish, or instruct the public body's staff or negotiating agents concerning the position to be taken in negotiating incentives relating to the location or expansion of industries or other businesses or business activities in the District;

(4) To consult with an attorney to obtain legal advice and to preserve the attorney-client privilege between an attorney and a public body, or to approve settlement agreements; provided, that, upon request, the public body may decide to waive the privilege. Nothing herein shall be construed to permit a public body to close a meeting that would otherwise be open merely because the attorney for the public body is a participant;

(5) Planning, discussing, or conducting specific collective bargaining negotiations;

(6) Preparation, administration, or grading of scholastic, licensing, or qualifying examinations;

(7) To prevent premature disclosure of an honorary degree, scholarship, prize, or similar award;

(8) To discuss and take action regarding specific methods and procedures to protect the public from existing or potential terrorist activity or substantial dangers to public health and safety, and to receive briefings by staff members, legal counsel, law enforcement officials, or emergency service officials concerning these methods and procedures; provided, that disclosure would endanger the public and a record of the closed session is made public if and when the public would not be endangered by that disclosure;

(9) To discuss disciplinary matters;

(10) To discuss the appointment, employment, assignment, promotion, performance evaluation, compensation, discipline, demotion, removal, or resignation of government appointees, employees, or officials;

(11) To discuss trade secrets and commercial or financial information obtained from outside the government, to the extent that disclosure would result in substantial harm to the competitive position of the person from whom the information was obtained;

(12) To train and develop members of a public body and staff;

(13) To deliberate upon a decision in an adjudication action or proceeding by a public body exercising quasi-judicial functions; and

(14) To plan, discuss, or hear reports concerning ongoing or planned investigations of alleged criminal or civil misconduct or violations of law or regulations, if disclosure to the public would harm the investigation.

(d) At the conclusion of the executive session, or at the next meeting of the Board following the occurrence of an executive session, the Chairperson shall announce that an executive session was held, and state that all matters acted upon in executive session were proper. If a member of the Board objects to the Chairperson's statement, the Board shall vote to confirm the validity of the executive session. If a majority fails to confirm the validity of the executive session, any action taken in executive session shall be deemed void.

D.C. Mun. Regs. tit. 8, r. 8-B105

Final rulemaking published at 39 DCR 2296 (April 3, 1992); as amended by Final Rulemaking published at 48 DCR 3414 (April 13, 2001); as amended by Final Rulemaking published at 57 DCR 6131, 6134 (July 16, 2010); as amended by Notice of Final Rulemaking published at 58 DCR 7510, 7511 (August 19, 2011); amended by Final Rulemaking published at 63 DCR 384 (1/8/2016); amended by Final Rulemaking published at 67 DCR 8462 (7/10/2020)

Authority: The Board of Trustees of the University of the District of Columbia pursuant to the authority set forth under the District of Columbia Public Postsecondary Education Reorganization Act Amendments (Act) effective January 2, 1976 (D.C. Law 1-36; D.C. Official Code §§ 38-1202.01(a); 38-1202.06 (2001; 2011 Supp.)).