4.1 Governing Board Characteristics [CR]

The institution has a governing board of at least five members that: a) is the legal body with specific authority over the institution, b) exercises fiduciary oversight of the institution, c) ensures that both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, personal, or familial financial interest in the institution, d) is not controlled by a minority of board members or by organizations or institutions separate from it, e) is not presided over by the chief executive officer of the institution.

Judgment

x Compliance o Non-Compliance o Partial Compliance

Narrative

a. The legal body with specific authority over the institution

The University of Louisiana at Lafayette is overseen by two levels of governance. The Louisiana Board of Regents (BOR) is the coordinating board for all Louisiana public postsecondary educational institutions. Under the BOR are four governing boards (known in Louisiana as “management boards”), including the Board of Supervisors (BOS) for the University of Louisiana System (UL System), which is the governing board of UL Lafayette. The structure of post-secondary education governance in Louisiana is shown in Diagram 4.1 – 1.

Diagram 4.1 – 1: Louisiana Postsecondary Education Governance Structure

The legal authority of both boards is found in Article VIII of the Louisiana Constitution, which specifies that each Board is composed of exactly 15 members. The respective authority, function, and specific duties of the Louisiana BOR and the UL System BOS are delineated in Table 4.1 – 1.

Table 4.1 – 1: Authority, Function, and Duties of Boards Governing UL Lafayette

Board	Louisiana Board of Regents (Coordinating Board)	University of Louisiana System Board of Supervisors (Governing Board)
Authority	Constitutional Authority for Louisiana BOR	BOS System Board Composition and Authority Bylaws Section V: Duties, Powers and Functions
Function	Policymaking and coordinating board for postsecondary education	Exercise all power to direct, control, supervise, and manage the institution of higher learning under its control
Specific Duties	· Review or eliminate existing degree programs or departments; · Approve, disapprove, or modify proposed academic programs or departments; · Study both the need for and feasibility of new post-secondary institutions, as well as the conversion of existing schools into campuses offering more advanced courses of study; · Formulate and update a master plan for higher education (which must include a higher education funding formula); and · Review annual budget proposals for the operating and capital needs of each public institution prior to compilation of the Regents’ higher education budget recommendations. The Board also recommends priorities for capital construction and improvements.	· Select the Presidents of System institutions; · Receive and expend or allocate for expenditure to the System institutions all monies appropriated or otherwise made available for the purpose of the Board and universities; · Determine the fees to be paid by students; · Purchase land and purchase or construct buildings necessary for the use of the universities within the System; · Formulate curricula and programs of study; · Adopt, amend, and repeal rules and regulations necessary for the business of the Board, for the governance of the System colleges and universities, and for the governance and discipline of students; · Lease land or other property belonging to the Board or to any college or university within the System, as well as sell or exchange land or other property not needed for university purposes; and · Actively seek and accept donations, bequests, or other forms of financial assistance for educational purposes.

b. Fiduciary oversight of the institution

The BOR and the BOS each have responsibilities related to fiduciary oversight. Generally, the BOR is responsible for formulating and presenting annually to the State’s Division of Administration the global operating and capital outlay funding requests for all higher education institutions. Funds from the State are distributed to the BOR, which in turn disperses them to the four management boards. UL Lafayette’s governing board, the UL System BOS, distributes to institutions under its management the annual State appropriations, and ensures that these appropriations are spent in support of quality educational programs. The BOS’ enumerated Duties, Powers, and Functions delineate clear fiduciary oversight of the institution.

Together, the BOR and the BOS exercise fiduciary budgetary oversight of state postsecondary institutions, including UL Lafayette. According to Article VIII of Louisiana’s constitution, the BOR’s constitutional duty is “To require that every postsecondary education board submit to it, at a time it specifies, an annual budget proposal for operational needs and for capital needs of each institution under the control of each board. The Board of Regents shall submit its budget recommendations for all institutions of postsecondary education in the state. It shall recommend priorities for capital construction and improvements.”

UL Lafayette submits an annual budget and quarterly budget updates to the BOS, which reviews and approves them. Recent examples of other BOS actions that demonstrate fiduciary oversight include:

· UL Lafayette’s request for approval of the Ground Lease for the UL-Lafayette – CGI IT Center of Excellence to Ragin’ Cajun Facilities, Inc.

· UL Lafayette’s request for approval to expand the eligible partners and targeted student groups that receive a tuition deduction for the contract price of the RN to BSN online degree program.

· UL Lafayette’s request for approval of special pricing for the online Master of Business Administration degree program.

The BOS and the BOR are bound to follow the Louisiana Code of Governmental Ethics, which holds them to the highest ethical standards in the execution of their duties. See Standard 4.2.d for more information on safeguards against conflict of interest among board members.

Active Boards

Both Boards are active bodies that hold regular meetings and special meetings when needed. The BOS Bylaws mandate regular meetings. All meeting dates and minutes of each meeting are available on both the BOR website and the BOS website.

Both Boards also regularly consider proposals relevant to the University’s pursuit of its mission, such as academic program proposals, administrative hiring, endowed chair proposals, and physical plant initiatives. The following recent examples were acted upon by both Boards in succession:

· Authorize Blanco Public Policy Center

o BOS Agenda

o BOR Minutes

o BOS Minutes

· Consolidate two Endowed Chairs

o BOS Minutes

o BOR Minutes

· Create a PhD in Energy and Earth Sciences

o BOS Minutes

o BOR Minutes

Financial Resources

Article VIII, Section 5.4 of Louisiana’s constitution indicates that the BOR is responsible for equitably distributing state funds among institutions: it must periodically “formulate and make timely revision of a master plan for postsecondary education. As a minimum, the plan shall include a formula for equitable distribution of funds to the institutions of postsecondary education.”

The BOR develops and adopts a statewide formula for distribution of funds, formulates operating budget recommendations, and issues capital budget recommendations. The standing Finance Committee meets and reports regularly. For example, at the June 20, 2018, meeting, the BOR acted on the Finance Committee’s recommendation for absorbing funding shortfalls, and establishing the broad distribution of state funds allocated for higher education. In accordance with Louisiana Revised Statue 17:3351, the BOS Bylaws section on duties and responsibilities includes enumerated items related to overseeing the financial operation of the institution.

The BOS Finance Committee also submits reports at each Board meeting, including budgets, income, and expenses at the System level, and distribution of funds at the University level. For example, at the December 6, 2018, meeting, the committee presented an analysis of the income and expenses at the system and institution level, including budgets for each institution, which were then approved by the Board.

Board minutes and Board committee reports also document that the BOS fulfills its legal responsibility of ensuring that the financial resources of the institution are adequate to provide sound educational programming. In a recent example, Act 293 of the 2017 regular session of the Louisiana Legislature was passed, allowing universities to create new student fees. UL Lafayette submitted a proposal for a new student fee, which was considered at the October 17, 2018, Finance Committee Meeting, then taken up at the BOS meeting on October 25, 2018, and approved.

The BOS is also charged with regularly evaluating its fiduciary oversight of member institutions. Section XII of its Bylaws states: “The self-evaluation will include assessments regarding…Board fiduciary oversight of UL System and the ULS institutions…”

The BOS evaluates its fiduciary oversight of UL Lafayette as part of its annual self-evaluation.

C. Both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, personal, or familial financial interest in the institution.

The members of the UL System BOS and the Louisiana BOR are defined within the Louisiana Constitution as state officials, and are thus subject to the state’s Code of Governmental Ethics. The Code begins with a strong statement of ethical responsibility concerning conflicts of interest:

It is essential to the proper operation of democratic government that elected officials and public employees be independent and impartial; that governmental decisions and policy be made in the proper channel of the governmental structure; that public office and employment not be used for private gain other than the remuneration provided by law; and that there be public confidence in the integrity of government. The attainment of one or more of these ends is impaired when a conflict exists between the private interests of an elected official or a public employee and his duties as such. The public interest, therefore, requires that the law protect against such conflicts of interest and that it establish appropriate ethical standards with respect to the conduct of elected officials and public employees without creating unnecessary barriers to public service. It is the purpose of this Chapter to implement these policies and objectives.

Further, the Code delineates standards of conduct for state officials as they relate to monetary influence, gifts, nepotism, and interactions with other state agencies and officials. Amendments to the Code in 2008 stipulate that members of state boards and commissions must disclose personal financial information, including sources of income, in order to illuminate any prospective conflict of interest in the activities of board members.

Part II of the Code delineates expected and prohibited behavior related to financial transactions by all public officials and members of boards and commissions, including payment received by board members; participation in transactions in which board members may have a conflict of interest; prohibited contractual arrangements; nepotism; and financial disclosure. The Code explicitly prohibits a public servant from participating in or voting on a transaction involving the governmental entity in which they have a substantial financial interest.

The BOS Bylaws address conflict of interest at the Board level. By statute, each board member must sign an oath to uphold the laws and board regulations, and attest to receiving a copy of the Code of Governmental Ethics.

D. Not controlled by a minority of board members or by organizations or institutions separate from it

Neither of UL Lafayette’s governing boards is controlled by a minority of board members, or by organizations or interests separate from it. Both the BOR and the BOS have an identical appointment process mandated by law. The Governor appoints to the respective boards two members from each of the State’s seven congressional districts, and one at-large member. Appointments require the consent of the Louisiana Senate. Members serve overlapping terms of six years.

This appointment process helps ensure the Boards’ independence from outside influence and pressure. The stipulation that members be appointed from the various congressional districts of the State ensures a distribution of authority. Board members serve six-year, staggered terms, which mitigates against undue influence on Board composition by any one Governor, as gubernatorial terms last only four years. The student member on the Board has all of the privileges and rights of other Board members, serves a term no longer than one year, and is not eligible to succeed himself or herself.

The State of Louisiana’s “open meetings law,” section 12-28 (separate websites that can be accessed using the arrows) further protects the Boards’ decision-making process from minority rule or external influence. The law states that, with specific exceptions, all meetings of public bodies shall be open to the public, the written proceedings of the meetings are public documents, and appropriate notice and opportunity for public comment shall be given. The BOS Bylaws demonstrate the application of this law:

· All regular meetings of the Board shall be open to the public except when otherwise voted for the consideration of executive matters. No final or binding action shall be taken in a closed or executive session.

· At least ten (10) days prior to each regular meeting, the System President shall prepare and forward to each member a tentative agenda for the meeting. The System President shall place on the agenda any item requested by a Board member when submitted prior to agenda deadline with the approval of the Chair. The agenda shall not be changed less than twenty-four (24) hours prior to the meeting. Items may be added to the published agenda and acted upon only with the unanimous approval of the members present.

· In accordance with the provisions of L.R.S. 42.5.D., the Board of Supervisors for the University of Louisiana System provides an opportunity for public comment during public sessions of the Board and its committees.

Also, the fact that minutes of the meetings of the BOR and the BOS are recorded on their respective websites prevents control by factions.

E. Not presided over by the chief executive officer of the institution

By rule of Louisiana Revised Statute 17:3205, no faculty member or employee may serve on the Board that manages his or her institution: “No member of the faculty and no officer or employee of a university or college shall be eligible hereafter for appointment to any board which has authority for his/her appointment. However, this provision shall not prohibit the appointment of any person serving in an emeritus capacity to a board other than the board under which he served.”

UL Lafayette’s President is E. Joseph Savoie, while the Chairman of the BOR is Marty J. Chabert, and the Chairman of the BOS is Mark Romero.