CSCU committee reviews executive‑committee powers and FOIA constraints for emergencies

The Governance & Nominations Committee reviewed statutory and bylaw provisions Feb. 9 that govern how the Board may act between meetings when emergencies arise.

Karen, who researched and presented excerpts from the Freedom of Information Act and the Board’s bylaws, told the committee that special meetings generally require 24 hours’ public posting but that FOIA contains limited emergency exceptions. She also noted the bylaws still include an Executive Committee authorized to act in emergent circumstances and that the committee could be activated when delaying action would create significant operational risk.

Karen said the bylaws provide that the executive committee includes the board chair, vice chair and standing committee chairs, with the chancellor in an ex officio, non‑voting role. She added the committee exists on the books, has not been regularly used, and could be activated “as it currently sits when there is an emergent circumstance unless you strip it out of your bylaws.”

Members discussed practical steps to make the option effective: the board chair should be able to call an executive-committee meeting or an emergency full‑board meeting; every board member could be included in notices even if not a voting member of the executive committee; and chairs and designees on the executive committee should be trained so they know how to act at short notice. Several regents said they favored retaining the executive committee for emergency use and adding orientation materials so members understand the mechanism.

The committee asked staff to build notification and training into upcoming orientation work and to clarify the triggers and mechanics in the proposed governance policy updates. The committee did not take further formal action during the meeting.