University of North Carolina-Asheville
Department of Business Advisory Board Bylaws
In 1998, the Department of Business of the University of North Carolina – Asheville (“UNC-Asheville”) established the Advisory Board (the “Board”) to provide input on issues of strategic importance to our programs of study.
Mission Statement
Support the UNC-Asheville Department of Business (the “Department”) to attract, retain, and develop the highest possible caliber of diverse students, and nurture a sense of belonging among them, so that post-graduation our students will successfully contribute to society through their work and lives.
Advisory Board Values
- Integrity – we are honest and committed to high ethical standards.
- Inclusion/Belonging – we work to build a culture where every voice is respected and included.
- Ownership/Commitment – we own our work and perform our duties in a responsible and sustainable manner.
- Innovative/Outward Looking – we are creative and open to trying new approaches.
- Adaptability – we live in a constantly changing work, and we adapt as circumstances change.
- Action oriented – we take action to further the interests of the Department of Business.
Statement of Purpose
- The Board’s primary function is to advise the Chair of the Department of Business on a broad range of issues. Specifically, the Board will:
- Provide advice to the Department Chair and the Department on strategic issues that impact the future of our department, curricula, and programs.
- Identify and highlight needs in the western North Carolina business community and determine how the Department can help fulfil those needs.
- Provide awareness of the Departmental impacts on stakeholders, and how to achieve positive outcomes.
- Identify opportunities and connections for faculty to develop research, teaching, and community service.
- Provide contacts and opportunities for students to intern, conduct research, and gain employment.
- Promote the Department in the local community and advocate its mission.
- Assist in fundraising efforts.
- Lead or support special projects as directed by the Chair.
Membership
Members of the Board shall be business and community leaders in a position to advance the mission of the Board.
The Board shall consist of 20-25 members. The Department Chair, a representative from the Advancement Office, and student representatives will serve as ex-officio members of the Board; members of the Department faculty may also serve in an ex-officio capacity.
Prospective members of the Board can be nominated by an existing Board member. Nominations will be submitted to the Executive Committee, which will review nominee qualifications. Recommended nominees will be presented annually to the full Board for a majority vote, to be ratified and appointed by the Department Chair.
Newly appointed members will begin their term with the first regular meeting of the Board following appointment by the Chair – typically at the fall semester meeting.
Board members will be elected to 3-year renewable terms and may not serve more than two (2) consecutive terms, unless an exception is granted by the Board Chair and Department Chair. To the extent practicable, terms are to be staggered such that approximately one third of the Board will begin a new or renewed term each year. In special cases (e.g., where a constituent organization should remain represented), the Chair and Executive Committee may recommend that a member be reappointed beyond the two-term limit.
Governance Structure
Nomination and Selection of the Chair and Vice Chair:
The Department Head and two members of the Board to be named by the Board Chair shall comprise the Nominations Committee. Candidates for Board Chair or Vice Chair may not be on the Nominations Committee. The Nominations Committee shall select and propose a slate of candidates for Board Chair and Vice Chair, to be shared with the Board at least 15 days prior to the Board meeting in which elections will be held for the Board Chair and Vice Chair. Board members who are not members of the Nominations Committee may submit names to be considered. The ballot for selection of the Board Chair and Vice Chair will include those nominated by the Nominations Committee plus any additional candidates named from the floor at the election meeting. Election outcomes will be determined by simple majority vote of Board members present, provided a quorum is achieved. The Board Chair and the Vice Chair shall serve two-year terms and may be re-elected to their position as long as they continue to be members of the Board. However, their term in office may not exceed their term on the Board.
Executive Committee:
The Board Chair, Vice Chair, Committee Chairs, and the Chair of the Department will comprise the Board Executive Committee. The Executive Committee shall conduct business of the Board between regular meetings.
The Board Chair, in consultation with the Executive Committee, shall prepare the agenda for each regular Board meeting. The agenda shall be distributed to all members of the Board at least 10 days prior to each regular meeting.
The Executive Committee shall review annually the membership of standing and ad-hoc committees and appoint or re-appoint committee Chairs and members.
If a position on the Executive Committee becomes vacant mid-term, the Chair will appoint an interim officer to fill the remainder of the term. If the office of Board Chair becomes vacant in mid-term, the Vice Chair will assume that office and the Executive Committee will appoint an interim Vice Chair.
Committees
The Executive Committee may designate committees and appoint members to these committees periodically, as needed. Each committee will serve at the pleasure of the Executive Committee, and the Executive Committee may alter, amend, supplement, or terminate any committee at any time. The Board Chair shall appoint the committee members and their Chairs in consultation with the Department Chair.
Unless otherwise provided, all members of the Board shall be expected to serve on committees. Additionally, faculty members of the Department, other University faculty or staff, and other external stakeholders may be asked to serve the various committees as coordinators and/or resource persons.
Roles and Responsibilities
- The Advisory Board members are expected to attend all Board Meetings. Failure to attend meetings consistently may result in removal, as determined by the Board Chair.
- Board members should be prepared for the possibility of ad hoc meetings when circumstances warrant.
- Board members should be prepared to serve as members or leaders of committees and special projects teams.
- Members will be asked to advance the mission of the Department through their professional networks.
- The Board will be asked to assist with mentoring and professional development support for students.
- The Board will also be available for advice, support, and other assistance.
- Board members will support the Department by engaging in fundraising efforts. Board members will also be expected to make a meaningful annual gift to support the Department. Institutional affiliates are expected to make minimum annual gifts of $2000. Individual gifts are suggested to be a minimum of $500. Gifts generated by our Board will support Department priorities including student scholarships, study abroad programming, faculty research, lecture series, partnerships with local businesses and organizations, mentoring program participation, and engagement events with the community.
Meetings
The Advisory Board shall normally meet 3 to 4 times per academic year, preferably at least once each semester, on dates announced at least three months prior to the meeting date by the Chair. Special meetings may be called by the Chair or the Dean. Selections of meeting dates and locations shall be the responsibility of the Chair in collaboration with the Department Chair (or his/her designee). Committees will likely meet more frequently.
Conflict of Interest
All Board members have a duty to act in the best interests of the Department and UNC-Asheville, and to avoid conflicts of interest that could compromise their objectivity, impartiality, or the integrity of the Board. Any member who has a financial, personal, or professional interest that could reasonably be expected to influence their actions on behalf of the Department must promptly disclose such interest to the Board and abstain from participating in any decision or transaction where a conflict of interest exists.
The Board shall review the disclosed conflict of interest and determine whether it presents a material conflict that requires further action. If deemed necessary, the Board may establish appropriate safeguards, recusals, or procedures to address the conflict and protect the Department’s interests.
Failure to disclose a conflict of interest or to comply with the procedures established to address conflicts of interest may result in disciplinary action, up to and including removal from office or termination of Board membership.
Whistleblower Policy
Members with knowledge or wrongdoing or violations are encouraged to report concerns to the Chair or the Vice Chair. Reports will be treated confidentially to the extent allowed by law, and the identity of the whistleblower will be protected. Retaliation against whistleblowers is strictly prohibited and will result in disciplinary actions. Reports will be investigated promptly, and appropriate action will be taken if wrongdoing is confirmed. Knowingly making false or malicious reports with the intent to harm the reputation of an individual or an organization is a violation of this policy and may result in disciplinary action.
Quorum
51% of the membership of the Advisory Board shall constitute a quorum. In some circumstances requiring a vote, at the discretion of the Board Chair, Board members may submit their vote via email to the Chair prior to the meeting. Also, proxy voting can be utilized if determined appropriate by the Board Chair.
Limitation of Liability
To the fullest extent permitted by law, no member of the Board shall be personally liable for any debts, liabilities, or obligations of the Department or of UNC-Asheville. UNC-Asheville shall indemnify and hold harmless each Board member from any claims, liabilities, costs or expenses, including legal fees, arising out of or relating to their service to the Department or to UNC-Asheville, except in cases of willful misconduct or gross negligence.
This limitation of liability shall extend to actions taken or not taken, and decisions made or not made, by members of the Board. This provision shall survive the termination of a Board member’s service to the Department and to UNC-Asheville.
Amendments
Proposed amendments to these Bylaws may be submitted to the Executive Committee who shall report the proposal to the Board at its next regular meeting. When voting to amend the Bylaws, the proposal must be submitted in writing to the membership of the Executive Council at least one month prior to the next regular meeting. Any proposal to amend the Bylaws shall be adopted and become effective when approved by the majority of those members voting on the proposal, providing those voting constitute a majority of the members. This process can also be done by mail depending on the topic, in full alignment with the Executive Committee. Amending bylaws requires an affirmative vote of 51% of the Board members.
Non-Discrimination
The Board is dedicated to fostering an inclusive and diverse environment that respects the dignity and worth of every individual. The Board is committed to providing equal opportunities, and prohibiting discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, marital status, or any other legally protected status in all its activities and initiatives.
Jurisdiction
Any legal disputes, claims, or matters arising out of or relation to the Board or these Bylaws shall be subject to the exclusive jurisdiction of the courts located within the jurisdiction of North Carolina.
Severability
If any provision of these bylaws is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified or removed to the extent necessary to make these Bylaws enforceable while preserving their intent.