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Board of Trustees

The State University of New York was created by statute, Ch. 695 L. 1948, the provisions of which, as amended from time to time, are codified and set forth in the Education Law, Art. 8. The State University is a corporation within the State Education Department, and all of the powers of the State University, derived from the statute, are vested in and exercised by the Board of Trustees, acting as a whole, and as delegated by the Board. The Board is currently authorized to be comprised of 18 members, 15 of whom are appointed by the Governor with the consent of the Senate, the President of the Student Assembly who serves as student Trustee ex officio, the President of the University Faculty Senate, and the President of the Faculty Council of Community Colleges who serve as faculty Trustees ex officio but without the right to vote. The Governor has the authority to designate the Chair and a Vice Chair of the Board of Trustees (although there has not been a Vice Chair designation in recent years).

The manner by which the Board convenes, takes up business, and acts is set forth in the State University’s enabling legislation, in the Open Meetings Law (Public Officers Law, Art. 7), and in By-Laws adopted by the Board. Eight Trustees attending a full board meeting constitute a quorum, and the vote of a majority of the Trustees in attendance is required to transact business. A non-voting member (a faculty Trustee) is not included in the number of members required to constitute a quorum of the Board or any of its committees, and the presence of a non-voting member is not counted to determine whether a quorum is present for a meeting of the Board or any of its committees. Whenever an act of the majority of members is required, an act of the majority means an act of the majority of members other than the non-voting members. Pursuant to the Open Meetings Law, to be counted as attending and to participate in a vote, a Trustee must be present in person or through videoconferencing; a Trustee who participates through teleconferencing is not counted as present toward a quorum or in voting.

Much of the work of the Board occurs in meetings of standing and special committees of the Board, comprised of Trustees, and most of the committees meet right before each regular meeting of the full Board. Like meetings of the Board, meetings of the standing committees are subject to the Open Meetings Law and are held in public session unless an executive session is called, for limited authorized purposes. With the exception of the Executive Committee and the Charter Schools Committee, the role of the standing committees is advisory or preparatory only, and subsequent to deliberations, the committees recommend actions for consideration and authorization by the Board. By statute and By-Laws, the Executive Committee is authorized between meetings of the Board of Trustees to transact business and exercise all powers vested in the Board, with limited exceptions.

While all powers of the State University are vested by statute in the Board of Trustees acting as a whole, by necessity, the Board has adopted by resolution By-Laws, policies, regulations, guidelines, and other directives, which delegate to and vest in officers of the Board and University the exercise of various powers of the Board. For example, the Policies of the Board and corresponding regulations vest in the Chancellor functions of a chief executive, including authority to execute the Policies of the Board; authority to perform other duties assigned by the Board; and authority to assign powers, duties, and responsibilities to University officers, faculty, and staff.

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