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The governing and controlling law, rules, policies, procedures, practices, and customs of the University and the rights, privileges, and duties of its officials, officers, faculty, employees, students and alumni are found only in the Bylaws, Rules and Resolutions of լ�и���; in the policies formally promulgated by officials of the University under an express delegation of authority from the Board; and, generally, in the constitutional and statutory provisions, governmental regulations and decisions, and judicial determinations applicable to and affecting the University.

Any policy adopted by the Board or its officials, as well as any duties or rights created thereby, may, through the established procedures of the Board, be amended, deleted, or otherwise changed unless a provision to the contrary expressly appears in such policy.

(Adopted November 30, 1977 as Rule 150; amended and renumbered December 5, 1997.)

1. General. Under Article 264 of the Constitution of լ�и��� of 1901, as amended by Amendment 399, լ�и��� of The University of լ�и��� shall govern the University through Bylaws, Board Rules, Resolutions and other appropriate delegation of authority to its committees and officials. Board Rules are provided for specifically in Article VII of the Bylaws.
2. Meetings. At its annual meeting, the Board shall adopt a calendar of meetings for the next year which shall indicate the date and city in which the meetings shall be held. The President pro tempore of the Board, after conferring with the Chancellor, shall fix the specific time and place for each meeting, and notification thereof shall be given by the Secretary to the members, the Chancellor, the Presidents and to the public by advance notice to campus and local newspapers in Tuscaloosa, Birmingham, Huntsville and to other news media requesting such information in advance. The Board shall designate one meeting on each campus each year for the purpose of receiving detailed reports and presentations from that campus.
3. Agenda Order of Business. The order of business for Board meetings shall be fixed by the President pro tempore but shall normally consist of the following:
   1. Roll call
   2. Minutes of preceding meeting
   3. Report of Chancellor and Presidents, if any
   4. Committee reports
   5. Other business
4. Development and Preparation of Agenda. The following procedure shall be followed in the development and preparation of the agenda for Board meetings.
   1. The Presidents shall transmit to the Chancellor those items which they wish to suggest for inclusion on the Board agenda. In order to insure adequate time for review, items should be transmitted as early as practicable but in all cases at least four (4) weeks prior to the Board meeting.
   2. Except for resolutions of appreciation or condolence, all items submitted by the Presidents shall include:
      1. Summary statement, preferably limited to less than one page, including recommendation of the President
      2. Proposed Resolution or other action
      3. Full documentation to support proposed action
   3. The Chancellor and, where appropriate, his or her staff shall review those items submitted by the Presidents. The Chancellor, with approval of the President pro tempore, shall determine which of these matters submitted by the Presidents are appropriate for the Board agenda and, for those matters to be included, shall transmit his or her written recommendations to the Secretary at least seventeen (17) days prior to the Board meeting.
   4. The Chancellor shall also consider and transmit to the Secretary at least seventeen (17) days prior to the Board meeting any additional items he or she recommends for inclusion on the agenda.
   5. The Chancellor may refer any item to the appropriate Board Committee or to the Chancellor’s Advisory Council, consisting of the campus Presidents, for review and consultation. For this reason it is important that items needing prompt action be submitted as soon as the President's recommendation is ready.
   6. Any Board member may submit to the Secretary or to the President pro tempore any item for inclusion on the agenda.
   7. The Secretary shall then prepare the agenda for the approval of the Chancellor and of the President pro tempore.
   8. After approval by the Chancellor and the President pro tempore, the Secretary shall transmit the approved agenda with appropriate documentation with the Chancellor's recommendation on each item to each elected trustee (and to ex officio trustees on their request) and to the Chancellor and the Presidents at least 12 days in advance of the Board meeting. Prior to the regular date for transmitting agenda material to the Board, the Chancellor should cause to be forwarded items which are complete.
   9. The President pro tempore may add or delete agenda items or otherwise alter the agenda prior to the meeting, except that items proposed by Board members must be included on the agenda. No business except that on the agenda shall be transacted except by unanimous consent of the members present.
5. Board Committees. Board committees are provided for in Article IV of the Bylaws. Committees and subcommittees shall meet on call of the Chancellor, the President pro tempore of the Board or the chair of the committee or subcommittee. The agenda shall be determined by the committee chair on recommendations of the Chancellor, and the Secretary of the Board will cause minutes of such meetings to be prepared, as needed, and distributed to members of the committee, and, after approval by the committee, to the elected members of the Board. The Secretary of the Board will also maintain said minutes for a reasonable period of time for information of the Trustees, but not as a part of the official records of the Board.

(Adopted November 30, 1977 as Rules 110, 111, 120, 121, 122, 130, and 131; amended September 17, 1980, November 19, 1980, May 19, 1982; amended and renumbered December 5, 1997; November 7, 2003.)

The Bylaws of լ�и��� (herein called Board) provide for an Executive Committee (herein called Committee) which shall operate as follows:

1. Operating Procedures. The operating procedures of the Executive Committee shall consist of both direct functions in the name of the Board and study and recommendation functions directed toward Board action including Board policy.
   1. Direct Functions. The Committee shall perform the following direct functions for and in the name of the Board under specific delegations of authority to the Committee:
      1. Emergency functions of the Board while it is not in session and other functions customarily performed by the Committee. Unless overruled by a majority of the members of the Committee, the Chair shall determine whether a situation or item needs Board action prior to its next meeting. Action may be taken upon the oral or written response of a majority of the members of the Committee which shall be reported at the next Board meeting.
      2. Leasing, selling and conveying real property of the Board, or any interest therein, except for any part of the principal campus areas and except for any real property held or functioning as endowment, other than quit claim deeds to clear title based upon opinions of the Attorney General of լ�и���, and except for leases extending for a period of more than five years. Such action shall be reported at the next meeting of the Board. All other leases or conveyances must have prior approval of the Board.
      3. Any matter specifically delegated to the Committee for study or action by the Board.
   2. Study and Recommendation Functions. The Committee shall provide advice and counsel to the Chancellor or to the Board on request, particularly in the areas of organization, administration and personnel policies, compensation, alumni affairs, legislative and external relations except for fund requests, real property matters including land management and use, patents, licenses and copyrights, and other related matters.
2. Plan of Work. In performing the functions assigned to it, the Executive Committee shall recognize and adhere to the following plan of work:
   1. The Committee or its individual members shall be available to and shall confer with the Chancellor or with the Presidents at the Chancellor's request.
   2. The Committee shall analyze and review its assigned functional areas and make recommendations to the Board, where Board action is necessary or desirable.
   3. The Committee may cause specific studies to be made in any of its assigned functional areas and shall utilize the Office of the Chancellor and institutional resources through the Offices of the Presidents to the extent possible, but may also utilize consultants as deemed advisable.
   4. Requests for Committee action between meetings of the Board shall be presented to the Chair by or on behalf of the Chancellor or by any member of the Committee.
   5. If the Chair determines that an emergency exists requiring action, he or she may call either a full committee meeting or a telephone meeting as he or she deems appropriate. The Secretary shall perform such functions as may be directed by the Chancellor or Chair in effecting the desired procedures.
   6. Conveyance of real property or an interest therein may be approved by mail and executed by all members of the Committee without a meeting. Delegation of authority for the execution of such conveyances to specific University administrative officials may be made by the Committee at a regular or emergency meeting. All conveyances executed or authorized by the Committee shall be reported by it to the Board at its next meeting.

(Adopted March 26, 1977 as Committee Guidelines; amended January 21, 1981; amended and adopted as Board Rule December 5, 1997; amended November 14, 2008.)

լ�и��� of The University of լ�и��� historically has awarded honorary degrees to or named property or programs for persons on whom it wishes to confer its highest honors based on major contributions or outstanding accomplishments in their fields of endeavor. In order to preserve the prestige and high honor of these recognitions, the Board of Trustees deems it desirable to state its general policies and procedures for the awarding of honorary degrees, and the naming of its academic programs, buildings, and other properties.

1. Policy

   1. Honorary Degrees. Recipients of honorary degrees should be restricted to those persons outstanding in their contributions or service: (1) to The University of լ�и��� System or to one of the System institutions; (2) to their state, nation, or the international community; or (3) in their profession or fields of endeavor. Contributions shall include cultural, scientific, economic, or humanitarian activity. The number of honorary degrees awarded shall be limited in number and restricted to persons of genuine distinction.
   2. Naming of Buildings. Campus and other University-owned buildings or major portions thereof, other structures, streets and geographic areas will be named by the Board when recognition is desired for honoring or memorializing individuals who have made major contributions to or performed outstanding services for The University of լ�и��� System or one of the System institutions.
      
      Individuals who are currently professionally active or who have been inactive for less than three years will not be recognized in this way unless they qualify under the minimum standards section (IV.A.2.) of Board Rule 411. This includes active University staff members, elected officeholders, and other individuals of distinction. In all cases, except as outlined below, the Board shall approve in advance the names of individuals to be so recognized.
      
      It should be recognized that the Board has a development policy which specifies that no donor shall have a building named in his or her honor unless he or she has contributed at least thirty-three percent (33%), and usually no less than fifty percent (50%), of the cost thereof, as stipulated in Board Rule 411. This policy shall be followed unless the Board finds special need for making an exception, particularly when the person is not being recognized solely for the donation.
   3. Naming of Programs. Academic, research, or service programs may be named by the Board for individuals to honor, memorialize, or recognize those individuals. Selection of such individuals will be made based on factors developed by the Honorary Degrees and Recognition Committee, including: significant endowed financial contributions, according to standards outlined in Board Rule 411; outstanding service to the state, nation, or world; or outstanding achievement in a field of endeavor that relates to the program being named. Individuals who are currently professionally active or who have been inactive for less than three years will not be recognized in this way unless they qualify under the minimum standards section (IV.A.3.) of Board Rule 411. This includes active University staff members, elected officeholders, and other individuals of distinction. In all cases, except as outlined below, the Board shall approve in advance the names of individuals to be so recognized.

2. Procedures

   The Bylaws of the Board of Trustees (herein called Board) provide for an Honorary Degrees and Recognition Committee (herein called Committee).

   1. Honorary Degrees
      1. Procedures for Recommending Honorees. The Committee shall seek persons who meet the criteria stated in Section I.A. above, and shall attempt to provide balance within the categories of contribution or service set forth. Nominations of potential recipients of honorary degrees may be made by any Trustee, by the Chancellor or by a President. Recommendations from the campuses shall be made through the appropriate President.
         
         Nominations shall be submitted to the Secretary of the Board at least 30 days prior to the Board of Trustees meeting at which the Committee recommends approval. The Secretary shall promptly forward nominations to all Trustees, including those on the Committee, to the Chancellor, and to all Presidents. Submissions shall include biographical information on the nominee, together with an explanation of and justification for the proposed award, and designation of which institution of the System would award the degree.
         
         If the Committee recommends approval of a nominee, his or her name shall be presented to the entire Board for approval. Approval by the entire Board is needed before the honorary degree may be awarded. No nominee shall be notified about his or her candidacy prior to approval by the entire Board.
         
         If an honorary degree has not been granted within two years of approval by the Board, the name may be put before the Committee once more, so that the Committee may review updated information about the nominee. Then, if the Committee recommends, the name must be resubmitted to the Board for reapproval before the degree may be awarded.
      2. Awarding the Honorary Degree. Once the entire Board has approved a nominee, the degree shall be awarded at a commencement exercise held by the institution awarding the degree, within two years of Board approval. The President shall be joined by a Trustee, to be designated by the President Pro Tem of the Board, at the ceremony, in the presentation of the honorary degree. The President of the institution at which the degree is to be awarded shall be responsible for preparation of citations and diplomas for honorary degrees. Diplomas shall follow the form attached as Attachment A.
      3. Number of Awards. Each institution may award up to three (3) honorary degrees per calendar year.
         
         No individual may receive a lifetime total of more than one (1) honorary degree from լ�и��� of The University of լ�и���.
      4. Type of Degrees. The type of each honorary degree to be awarded shall be determined by the Board, after consultation with the Chancellor and the President of the appropriate institution, with degrees normally being limited to the following:
         • Doctor of Laws (LL.D.)
         • Doctor of Science (D. Sc.)
         • Doctor of Humane Letters (L.H.D.)
         • Doctor of Humanities (D. Humanities)
         • Doctor of Letters (Litt. D.)
         • Master of Arts, Honorary (M.A., Hon.)
         • Master of Science, Honorary (M.Sc., Hon.)
   2. Naming of Buildings and Programs. The Committee shall actively seek persons to be recognized by having buildings, geographic areas, or programs named in their honor. It shall consider nominations by Trustees, the Chancellor and Presidents of the institutions and shall consider recommendations from the general public through one of said officials. Recommendations from the campuses shall be made through the appropriate President.
      
      Submissions shall include biographical information on the proposed honoree, together with an explanation of and justification for the proposed honor.
      
      If the Committee recommends approval of a proposed naming of a building or program, the proposal shall be presented to the entire Board for approval. Approval by the entire Board is needed before a building- or program-naming honor may be conferred.
      
      If the proposed building- or program-naming honor has not been conferred within two years of approval by the Board, the naming proposal may be put before the Committee once more, so that the Committee may review updated information about the proposed honoree. Then, if the Committee recommends, the name must be resubmitted to the Board for reapproval before the naming honor may be conferred.
   3. Notification of Trustee Actions. The Secretary of the Board shall notify the Chancellor, in writing, of the action of the Board of Trustees approving the awarding of honorary degrees or naming of buildings, geographic areas, or programs immediately after such action is taken by the Board, and the Chancellor shall either notify such honoree of the action or give written authorization to the President of the appropriate institution to notify the honoree of such action.
   4. Naming by Presidents. The Presidents have authority to name any building or structure or any portion thereof, streets, geographic areas, and academic, research, and service programs which: (1) shall not be named for individuals or business entities; (2) shall not be named for entities unaffiliated with the institution; (3) have not been named by the Board; and (4) are named according to their use or function or some general descriptive purpose. Prior to the naming, the proposed naming shall be reported to the Board as an administrative item at a Board meeting. The Board may, at its sole discretion, remove any name so designated by the Presidents.

(Adopted May 14, 1977 as Committee Guidelines; amended May 19, 1982; February 3, 1983; June 26, 1986; June 22, 1990; amended and adopted as Board Rule December 5, 1997; amended September 18, 1998; April 19, 2002; November 7, 2003; February 9, 2017; April 8, 2018)

All records and files created, held, or received by employees or others in the scope of their work for or on behalf of the University are the property of the University.

The Chancellor is authorized to develop guidelines and procedures for the collection, protection, preservation of, and access to University records and files and for appropriate archives at each campus. At the Chancellor's discretion, this authorization may be delegated to the President of each campus. In developing such guidelines and procedures, the Chancellor or Presidents may choose to refer, for general guidance only, to any document related to a Public Universities of լ�и��� Records Disposition Authority issued by the State Records Commission.

(Adopted September 22, 1983 as Rule 160; renumbered December 5, 1997; amended November 8, 2002.)

The University of լ�и��� System needs individuals with varied experience and successful involvement in business, industry, education, the professions and government on its Board of Trustees and as its senior administrators. Such Trustees and administrators may be called upon to participate in decisions that directly or indirectly affect their outside responsibilities or property interests. It is those decisions to which this rule is addressed, recognizing that, in some instances, the questions may, of necessity, be resolved on a case-by-case basis.

Members of governing boards and senior administrators of institutions of higher education hold positions of public trust of high order, requiring unquestioned confidence in their professional integrity by all the institution's constituencies. Responsible management of institutional affairs requires that their decisions are based solely on their understanding of what is in the best interest of the institution, uncluttered by any other considerations and unencumbered by conflicting obligations or interests.

As Justice Cardozo wrote in a New York case in 1928, "Many forms of conduct permissible in a workaday world for those acting at arm's length, are forbidden to those bound by fiduciary ties. A trustee is held to something stricter than the morals of the market place. Not honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior. As to this there has developed a tradition that is unbending and inveterate... Only thus has a level of conduct for fiduciaries been kept at a level higher than that trodden by the crowd." Meinhard v. Salmon, 249 N.Y. 458, 464, 164 N.E. 545, 546 (1928).

It is for these reasons that the members of լ�и��� have voluntarily adopted and subscribed to this rule relating to conflicts of interest, doing business with the University, or revealing sensitive or "inside" information to others who might unfairly benefit therefrom.

While the Board recognizes that, in some instances, these rules may go beyond the basic requirements of the common law and constitutional or statutory provisions, they are adopted for the dual purpose of providing guidance to present and future members and senior administrators and to eliminate situations which could allow, or even give the appearance of allowing, self-interest to enter into Board or administrative procedures and decisions.

1. Conflict of Interest in Business Practices

   In any transaction between the Board and another entity, Board members and senior administrators must disclose (i) any substantial interest that they or family members hold in the other entity; (ii) if they or their family members serve as directors or senior executive officers in the other entity; and (iii) if they or their family members receive compensation from the other entity. For purposes of this section, “family members” includes the spouse, ancestor, brother or sister (whole or half blood), child (natural or adopted), grandchild, great grandchild or the spouse of a sibling, child, grandchild or great grandchild; “substantial interest” means more than a thirty-five percent (35%) interest in any entity, individually (including family members) or collectively with other Board members and senior administrators (including their family members), or, in the case of a partnership or professional corporation, more than a five percent (5%) interest individually (including family members) in such partnership or professional corporation; and “compensation” means any direct or indirect remuneration, gifts, or favors of a value in excess of $250. Required disclosures shall be made in the manner described below.

   1. Disclosure by Board Members. Board members shall voluntarily and promptly disclose any potential conflict of interest, as described above, to the President pro tempore of the Board by a notice in writing of the details of such potential conflict. If the President pro tempore has any reservations about proceeding with the transaction so disclosed, he or she shall share the notice and his or her concerns with the Executive Committee of the Board, which shall have final authority in such matters. In like manner, the President pro tempore shall disclose any personal potential conflict of interest to the other members of the Executive Committee. In troublesome cases, the Executive Committee may seek a ruling from the Public Review Committee described in Section VII below.
      
      Should Board approval of any transaction described above be required, interested Board members shall abstain from participation, deliberation, and voting in regard to the transaction and the minutes of the meeting shall so reflect. Board members shall also refrain from attempting to influence other Board members on the matter giving rise to the conflict of interest.
      
      The affected Board member shall also send copies of notices pursuant to this paragraph (A) to the Chancellor; General Counsel and Secretary of the Board; Vice Chancellor for Risk and Compliance; Chair of the Board’s Audit, Risk, and Compliance Committee; and any affected Committee Chairs and Vice-Chairs.
   2. Disclosure by Senior Administrators. Senior administrators, for purposes of this Rule, are defined to be the Chancellor, Board Secretary, and Vice Chancellors of The University of լ�и��� System, the Presidents and Vice Presidents of each campus and any others so designated in writing by the Chancellor. Senior administrators, other than the Chancellor, shall disclose any potential conflict of interest, as described above, to the Chancellor by a notice in writing of the details of such potential conflict, with a copy of such notice being delivered to the appropriate President, in the case of a campus administrator other than a President. The Chancellor shall disclose any potential conflict of interest, as described above, to the President pro tempore of the Board by a notice in writing of the details of such potential conflict. If the Chancellor, in the case of other senior administrators, or the President pro tempore, in the case of the Chancellor, has any reservations about proceeding with the transaction so disclosed, he or she shall share the notice and his or her concerns with the Executive Committee of the Board, which shall have the final authority in such matters. In troublesome cases, the Executive Committee may seek a ruling from the Public Review Committee described in Section VII below. Senior administrators who have a potential conflict of interest shall refrain from attempting to influence other administrators or Board members on the matter giving rise to the potential conflict of interest. In the event the transaction requires the approval of the disqualified senior administrator, that approval authority shall be delegated by operation of this Rule as follows: In the case of disqualification of the Chancellor, the approval authority shall be delegated to the President pro tempore of the Board, who will notify the Executive Committee. In the case of the disqualification of any other senior administrator, the approval authority shall be delegated to that senior administrator’s supervisor. In the case of disqualification of multiple senior administrators, such that the delegation of authority as outlined above is not possible, the approval authority shall be delegated to the President pro tempore of the Board or his or her designee.
      
      The affected senior administrator shall also send copies of notices pursuant to this paragraph (B) to the Chancellor; General Counsel and Secretary of the Board; Vice Chancellor for Risk and Compliance; Chair of the Board’s Audit, Risk, and Compliance Committee; and any affected Committee Chairs and Vice-Chairs.

2. Conflict of Interest in Employment (Nepotism)

   For the purpose of this Section II, the Chancellor is considered to be the appointing and employing authority for the employees of the System Office, and the President of each campus is considered to be the appointing and employing authority for the employees of that campus. This authority may be delegated in whole or in part, and, to the extent that it is, the designee of that authority, and not the Chancellor or President, becomes the appointing and employing authority.

   No appointing authority shall employ or appoint a person related to him or her within the fourth degree of affinity or consanguinity to any job or position within the University, except as described below.

   Neither members of the Board nor any family members of Board members or senior administrators, as defined in Section I above, may be offered employment for compensation in a regular position within the University until approved as follows: Offers to employ any member of the Board or family members of Board members or senior administrator must be submitted to and approved or disapproved by the President of the campus offering the employment and reported by that President to the Chancellor, who shall inform the President pro tempore of the Board and Chair of the Audit, Risk, and Compliance Committee. Offers to employ any family members of the Chancellor shall be submitted to and approved or disapproved by the President pro tempore of the Board, who shall inform the members of the Board. Offers to employ any family members of a President shall be submitted to and approved or disapproved by the Chancellor, who shall inform the members of the Board.

   The members of the Board and senior administrators shall not advocate or attempt to influence the employment of any of their family members.

   Any employment in violation of this policy shall be void.

3. Conflict of Interest in Revealing or Using Confidential Information

   No Board member or senior administrator shall disclose confidential information regarding Board or administrative decisions or future actions to others who might unfairly benefit therefrom, nor use such inside information for his or her own benefit or for the benefit of his or her family members (as defined in Section I above).

4. Conflict of Interest in Other Matters

   In addition to the matters identified above, members of the Board and senior administrators should not:

   1. Condition any actual or potential business relationship with the Board, its constituent universities, or its related foundations and associations, on a charitable gift or contribution to the Board, its constituent universities, or related foundations and associations.
   2. Use the authority, title, influence, or prestige of his or her position to solicit or influence the award of business to others or to otherwise obtain a private financial, social, or political benefit, special privilege, or exemption for the Board member, senior administrator, or family member as defined above in Section I.
   3. Solicit personal gifts or special favors from individuals or entities that provide, or seek to provide, services or supplies to the Board, its constituent universities, or related foundations and associations. This does not include occasional gifts of nominal or modest value (less than$250 or isolated invitations to meals or events).
   4. Engage in any other activity that a reasonable person would expect to impair, or that would appear to impair, the independent judgment of a Board member or senior administrator in the performance of his or her public duties.
   5. Take any action to improperly influence, coerce, manipulate, or mislead an auditor engaged in the performance of an audit for the purpose of rendering the financial statements materially misleading.

5. Annual Disclosure

   Each Board member and each Senior Administrator shall complete The University of լ�и��� System Conflict of Interest Disclosure available on The University of լ�и��� System website on an annual basis or upon a significant change in circumstance or financial interest. The System Office of Risk and Compliance shall develop reasonable procedures to check such disclosures against proposed Board agenda items prior to each Board meeting. Potential conflicts shall be noted to the affected Board member, committee chair, Pro Tem, Chancellor, and Board Secretary.

6. Campus Responsibility

   The campus Presidents and Health System CEO shall be responsible for promulgating and publicizing a conflicts of interest policy covering all employees, other than senior administrators, for this campus or entity. Such policies shall be no less rigorous than those set out in this Board rule.

7. Public Review Committee

   A Public Review Committee, consisting of three members appointed by the Board for three-year terms, shall be established. The Board will fill vacancies occurring on the Public Review Committee during the three-year term.

   Notice and details of potential conflicts of interest involving Board members and senior administrators, which are to be reviewed by the Public Review Committee pursuant to the terms of this rule, shall be submitted to it in writing. It shall advise the Executive Committee of the Board of Trustees of its rulings by letter or other writing.

8. Effective Date of Rule

   This rule shall become effective upon its adoption by լ�и��� of The University of լ�и���, and, to the extent its requirements exceed existing applicable law, shall not be given retroactive application.

(Adopted November 15, 1984 as Rule 170; amended and renumbered December 5, 1997; amended November 9, 2007; April 13, 2012, June 7, 2019)

1. Purposes and Goals

   լ�и��� of The University of լ�и��� is committed to the highest standards in all aspects of its operations. In adopting this rule, the Board:

   • Endorses an organizational culture that encourages effective consideration and management of risks, including risks related to violations of law, regulations, conflict of interest and ethics standards; and
   • Promotes ethical conduct, in fact and appearance, among the members of the Board, senior administrators, and other members of our University community, including faculty, staff, students, volunteers, contractors, agents, affiliates, and others providing services to or on our behalf (hereinafter “University community members”).

   University community members should exercise good judgment and wise discretion to conduct all activities of the System and its institutions ethically and in compliance with applicable law; protect the institutions from unnecessary risks; and preserve and enhance the assets and reputation of the institutions for the education and betterment of current and future generations.

2. System Risk and Compliance Program

   The Chancellor will staff a System office to address System-wide risk and compliance concerns, including risks related to compliance with laws and ethical standards, strategic risks, governance risks, and reputational risks. In addition, the office will work closely with internal audit, legal, academic and student affairs, and financial offices regarding those and other financial and operational risks, including risk finance and insurance. The office will be responsible to develop, implement, evaluate, and monitor a System-wide risk and compliance program; promote collaboration among campus/entity-based risk, ethics, and compliance programs; assist and support campus/entity-based programs; promote a culture that supports Board goals; support training and educational efforts related to the above goals; provide advice and counsel for these purposes; refer appropriate investigatory matters to the General Counsel, chief audit executive, and/or others; refer financial and operational risks to the appropriate officers, including audit, legal, and other offices; encourage the flow of information and internal transparency related to Board goals, including appropriate reporting and direct access to the Board, its Committee(s), the Chancellor, and appropriate administrators; and perform such other duties as directed by the Chancellor in consultation with the Board.

3. Campus and Health System Risk and Compliance Programs

   The campus Presidents and Health System CEO shall be responsible for strengthening the organizational culture of his/her institution to encourage full consideration of risks and ethical compliance with legal obligations, including the identification, assessment, evaluation, and mitigation of strategic, reputational, financial and operational risks. Each campus and the Health System shall appoint an officer or officers who shall have day-to-day operational responsibility for risk, ethics, and compliance programs, including a designee or designees to act as liaison to the System program. The designees shall have direct and regular access to the President/CEO and provide appropriate reporting to the President/CEO related to these efforts. Campuses may also create committees to assist with such purposes. The System, campuses, and Health System shall seek to share resources (subject matter experts, training, etc.) and best practices to facilitate risk management and ethical compliance among System institutions.

4. Requirements for Prompt Reporting

   Campus and Health System officers, including the designees to the System program, shall promptly report to the President/CEO when he/she learns of any significant occurrence or threat which has caused or poses an imminent risk of substantial injury or harm to persons, property or the surrounding community, or substantial reputational harm to the System, and/or its institutions. The Presidents/CEO shall promptly inform the Chancellor, who shall appropriately relay such information to the Board or its members. Such reports may be conveyed in accordance with applicable legal privileges.

5. System Code of Conduct

   The Presidents/CEO shall adopt appropriate policies, codes, or rules for University community members. Such campus/entity codes shall, at a minimum, impose standards consistent with the standards below. These standards will bind those who are not subject to more specific campus or enterprise codes, in both letter and spirit. This code is general in nature, and not intended as a mere set of detailed rules, regulations, or a checklist. These standards should be reasonably interpreted and applied in accordance with good judgment and discretion.

   1. Provide quality education, research, healthcare, business interactions, and other services. The Board expects ethical and professional conduct, honesty, conscientious behavior, appropriate awareness of responsibilities, and personal accountability.
   2. Treat individuals with respect. The Board expects tolerance, respect, fairness, and equal opportunity for our community. University community members should avoid illegal harassment, discrimination, threats, and violence.
   3. Comply with applicable laws, regulations, and policies. University community members should learn and follow governing rules, be proactive to prevent and detect violations, properly report suspected violations, and act to ensure proper resolution of issues and conflicts related to the same.
   4. Use confidential information responsibly. University community members should be wise custodians of confidential, proprietary, and private information.
   5. Acknowledge and appropriately manage conflicts of interest. University community members should be loyal to our missions and institutions, appropriately objective and impartial in exercising their duties and discretion, and follow applicable ethical standards. University community members must not use public offices or resources for private or other improper gain, or otherwise act under an improper conflict-of-interest related to their duties.
   6. Safeguard and accurately account for resources. The Board expects University community members to be responsible stewards of, and appropriately account for, resources, including property, equipment, finances, material, electronic and other systems. University community members should prevent waste and abuse, adopt and follow appropriate protocols, exhibit sound practices, and seek efficiency in operations.
   7. Promote a safe environment. University community members should promote personal safety, good practices, and security.
   8. Document, code, bill, and collect in accordance with applicable rules and regulations. Compliance with law and regulations is a priority in all operations. Recordkeeping should be in accordance with such goals.

6. Hotline

   University community members should report suspected violations, in accordance with appropriate rules and procedures, and cooperate with appropriate investigations. A “hotline” for reporting purposes shall be maintained as part of the System program. This Board expects appropriate consideration and investigation of reports. Retaliation shall not take place for good faith reports. Appropriate consequences, up to and including termination, expulsion, or other sanctions, should flow from violations of these standards.

(Adopted November 7, 2014, Amended June 7, 2019 and September 5, 2024)

Proposals of matters of policy or procedure for the consideration of the Board as Board Rules may be presented in the same manner as other matters for Board action at any meeting. Board Rules may be adopted, amended, or rescinded at any duly organized and called Board meeting by a majority of those attending.

(Adopted November 30, 1977 as Rule 700; renumbered December 5, 1997.)

1. Delegation of Policy-Making Authority. Consistent with Board Bylaws, and for the information, guidance, and convenience of the faculty, staff, students, and other members of our community, the Chancellor and Presidents of each campus may compile, publish, and distribute policies, handbooks, manuals, and other guides to their organizations and operations (collectively, “policies”). They may also designate appropriate persons to develop policies related to particular divisions, schools, or administrative components. Such policies should comply with this Rule.
2. Consultation with Affected Constituencies. In the development and formulation of policies, appropriate constituencies should be consulted for input; provided, however, such input does not constitute a veto or interference with administrative rights and responsibilities.
3. Transparency. The System Office and each campus will host websites or other electronic collections to publicize policies.
4. Superseding Board Rules or Chancellor Requirements. All policies are subject to superseding laws, regulations, Bylaws, Rules, minutes, and other pronouncements of լ�и��� and Chancellor of The University of լ�и��� System. As such, policy websites and other collections of policies will include a notice to the following effect:
   “Although the policies contained herein are intended to reflect current rules and policies of the University, users are cautioned that changes or additions may have become effective since the publication of this material. In the event of a conflict, current statements of Board policy contained in the Bylaws, Rules, official minutes, and other pronouncements of the Board or Chancellor, or superseding law, shall prevail.”
5. Consistency Among Policies. լ�и��� recognizes that campus policies may differ to reflect appropriate and legitimate differences in role and mission. However, each campus and the System Office should seek consistency to the extent practicable, consider the policies of its sister institutions during policy development, and shall work with the Office of Counsel in furtherance of this goals.
6. Procedural Requirements Related to Campus Policies. Except when expediency is required (e.g., because of a legal mandate or emergency), campus policies should only be adopted and published after following these general procedures:
   1. The President or his/her designee¹ (“Campus Designee”), in consultation with the Office of Counsel, shall consider:
      1. Whether the proposed policy is consistent with Board Bylaws, Board Rules and pronouncements, or Chancellor Rules and pronouncements; and
      2. Whether the proposed policy is consistent with the policies of other System campuses.
   2. The Chancellor will appoint one or more points of contact for the Campus Designee to discuss any questions related to Board compliance and/or System consistency (“Chancellor’s Designee”). In addition, the Office of Counsel shall serve as advisors.
   3. The Campus Designee will consult with the Chancellor’s Designee and Office of Counsel regarding the goals and purposes of this Board Rule, and the goals and purpose of the proposed policies. Policies must be consistent with the will of the Board as expressed in these and other Board Bylaws, Rules, and pronouncements, and should seek to promote fairness, equitable treatment, safety, security, and other Board goals.
   4. Before final adoption, the Campus Designee must give specific assurance to the Chancellor’s Designee that the proposal is not inconsistent with Board pronouncements. The Chancellor’s Designee and Office of Counsel will review the proposed policy to confirm same, and the policy will not take effect until such confirmation is received.
   5. Policy adoption will be according to campus requirements and procedures, provided the provisions of this Rule are satisfied.
   6. Upon final adoption, the policy will be publicized in accordance with paragraph C of this Rule.
   7. Campuses and the System Office should adopt practices for reviewing policies on a routine basis to ensure that the same are up-to-date. In addition, at all times, the Chancellor and Presidents have the responsibility and right to review policies and the application of policies to determine if the same are consistent with law and Board Bylaws, Rules, and pronouncements.
7. Effect of Policies. Policies do not create a contract or quasi-contract among the Board, a campus, and any employee, individual, or entity affected thereby. Further, policies are not intended to limit the appropriate exercise of discretion by officials, as called for in particular circumstances. This Board rule shall be applied prospectively.

¹As appropriate for each campus and situation, the President may designate a central office for policy development and approval, or may designate others as needed.

(Adopted July 16, 1980 as Rule 306; amended and renumbered November 3, 2017; Rule 306 was repealed and replaced with this Rule 108 November 3, 2017.)