2.2

The institution has a governing board of at least five members that is the legal body with specific authority over the institution. The board is an active policy-making body for the institution and is ultimately responsible for ensuring that the financial resources of the institution are adequate to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from it. Both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, or personal or familial financial interest in the institution. (Governing board)

Compliance Judgment

X In compliance Partially compliant Non-compliant

Narrative

Francis Marion University has a 17-member Board of Trustees, 15 of which are elected by the General Assembly and 2 appointed by the Governor of the State of South Carolina. This narrative describes the composition and organization of the Board, identifies mechanisms that exist to ensure no conflicts of interest arise for Board members, and provides examples of actions related to specific duties of the Board.

Composition of the Board & Organization

From 1970 until 1988, Francis Marion University (FMU) was one of three comprehensive higher education institutions, which was governed by the State College Board of Trustees. In May 1988 the Governor signed South Carolina Act 510 (House Bill 3771):

A Bill to amend Title 59, Code of Laws of South Carolina, 1976, relating to education, by adding Chapter 130 so as to provide for a board of trustees for the College of Charleston, by adding Chapter 133 so as to provide for a board of trustees for Francis Marion College [bold print added], and by adding Chapter 135 so as to provide for a board of trustees for Lander College; to amend Section 59-101-10, relating to designation of state colleges and universities, so as to include in the listing of separate and distinct institutions, each under its separate governing board, the College of Charleston, Lander College, and Francis Marion College [1].

The SC Code of Laws Section 59-133-10: Board of Trustees provides for the composition of the FMU Board of Trustees:

The Board of Trustees for Francis Marion University is composed of the Governor of the State or his designee, who is an ex officio member of the board, and sixteen members, with fifteen of these members to be elected by the General Assembly and one member to be appointed from the State at large by the Governor. The General Assembly shall elect and the Governor shall appoint these members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of this State.
Of the fifteen members to be elected, one member must be elected from each congressional district and the remaining eight members must be elected by the General Assembly from the State at large [2].

The fifteen members elected by the General Assembly and the Governor’s two appointees are listed in Table 1. None of the Trustees are employed by the University and none have any contractual, or personal or familial financial interest (referred to in Table 1 as “Financial Interest”) in the University. All elected members serve four-year terms as determined by The Code of Laws of SC Section 59-133-10:

… The General Assembly shall hold elections every two years to select successors of the trustees whose four-year terms are then expiring. Except as otherwise provided in this chapter, no election may be held before April first of the year in which the successor’s term is to commence. The term of office of an elective trustee commences on the first day of July of the year in which the trustee is elected. If an elective office becomes vacant, the Governor may fill it by appointment until the next session of the General Assembly. The General Assembly shall hold an election at any time during the session to fill the vacancy for the unexpired portion of the term. A vacancy occurring in the appointed office on the board must be filled for the remainder of the unexpired term by appointment in the same manner of the original appointment [3].

Name & Address	Employment	Financial Interest	Year Term Expires	Appointed or Elected by
Jody Bryson Greenville, SC	President and CEO SC Technology & Aviation Center 2 Exchange Street Greenville, SC 29605	none	2020	General Assembly
Dr. J. Mark Bunch Gaffney, SC	Principal, Marlboro High School 951 Fayetteville Ave. Extension Bennettsville, SC 29512	none	2018	General Assembly
William W. Coleman Jr. Florence, SC	Broker in Charge & Partner, Coleman/Wise Commercial Real Estate and Business Development Post Office Box 7493 Florence, SC 29502	none	2020	General Assembly
Dr. H. Randall Dozier Murrells Inlet, SC	Superintendent, Georgetown County School District J.B. Beck Administration and Education Center 2018 Church Street Georgetown, SC 29440	none	2020	General Assembly
Benjamin I. Duncan, II Columbia, SC	Deputy Director for Administration and Strategic Planning S. C. Department of Insurance 1201 Main Street, Suite 1000 Columbia, SC 29201	none	2020	General Assembly
L. Franklin Elmore Greenville, SC	President, Elmore and Wall, P.A. 55 Beattie Place, Suite 1050 Greenville, SC 29601	none	2018	General Assembly
R. Tracy Freeman North Augusta, SC	Vice President, Freeman Builders, Inc. 745 Square Circle Ranch Road North Augusta, SC 29860	none	2018	General Assembly
William Edward Gunn Secretary Columbia, SC	Chief of Staff SC Comptroller General’s Office 1200 Senate Street, #305 Columbia, SC 29201	none	2018	General Assembly
Patricia C. Hartung Greenwood, SC	Executive Director, Upper Savannah Council of Governments PO Box 1366 Greenwood, SC 29648	none	2020	General Assembly
Kenneth W. Jackson Chair Florence, SC	Broker, REMAX Professionals 127 N. Dargan Street, Suite 200, Florence, SC 29506	none	2018	General Assembly
Stephen N. Jones Hartsville, SC	Sr. Vice President/Investments Stifel, Nicolaus & Company Inc. 1325 Cherokee Road Florence, SC 29501	none	Conterminous	Governor
Floyd Keels Vice Chair Lake City, SC	Retired 101 Derby Lane Lake City, SC 29560	none	2018	General Assembly
Karen A. Leatherman Florence, SC	Owner & President, Fitness Forum 120 East Elm Street Florence, SC 29506	none	2020	General Assembly
Robert E. Lee Marion, SC	Robert E Lee, Esquire Attorney at Law 111 Witcover Street P.O. Box 1096 Marion , SC 29571	none	2018	General Assembly
George McIntyre Bennettsville, SC	Owner, McIntyre Realty Company 114 ½ N. Liberty Street Bennettsville, SC 29512	none	2020	General Assembly
Mark Moore Charleston, SC	Assistant Dean Department of Career Services Charleston School of Law PO Box 535 Charleston, SC 29402	none	2018	General Assembly
Kevin O’Kelly, M.D. Florence, SC	Physician, Lowcountry Urology 1509 West Evans Street Florence, SC 29501	none	Conterminous	Governor

Table 1. Francis Marion University Board of Trustees

Organizational Structure of the Board

As can be seen in the University Organizational Chart, the President of the University reports directly to the Board of Trustees [4].

The Bylaws of the Board of Trustees describe the organizational structure of the Board: The officers of the Board consist of the Chair, the Vice Chair and the Secretary. Election of officers is held at the quarterly fall meeting biannually. New officers assume office at the quarterly winter meeting. Each officer is elected for two years or until a successor is elected or qualified. In the event of a vacancy in the Chair’s position, the Vice Chair will succeed to the position for the remainder of the term. All other vacancies in any office may be filled at any meeting. The term for the chair will be a single two-year term. The other officers may serve multiple terms [5].

The Board is organized into an Executive Committee, which may be convened by the Chair of the Board, and five Standing Committees [6]. The standing committees are comprised of a minimum of three Board members. Each committee Chair is appointed by the Chair of the Board.

Protections against the Misuse of Position

Members of the Board are subject to SC Code of Laws Title 8 – Public Officers and Employees which mandates that Board members do not participate in actions which could be deemed as a conflict-of-interest: Three relevant sections are:

SECTION 8-13-1110. Persons required to file Statement of Economic Interests Form
SECTION 8-13-1120. Contents of statement of economic interests
SECTION 8-13-700. Use of official position or office for financial gain; disclosure of potential conflict of interest.
SECTION 8-13-1110. Persons required to file Statement of Economic Interests Form

“a public member who serves on a state board, commission, or council” must complete and file a Statement of Economic Interests Form before beginning his/her term of service and each year thereafter even if the member “has no economic interests to disclose” and “all disclosure statements are matters of public record open to inspection upon request” [7].

Board members are reminded annually by the University of their obligations to submit a report [8]. Failure to respond by the indicated deadline results in the accumulation of a fine at the rate of $100 per day.

SECTION 8-13-1120. Contents of statement of economic interests(A) A statement of economic interests filed pursuant to Section 8-13-1110 must be on forms prescribed by the State Ethics Commission and must contain full and complete information concerning:(1) the name, business or government address, and workplace telephone number of the filer;(2) the source, type, and amount or value of income, not to include tax refunds, of substantial monetary value received from a governmental entity by the filer or a member of the filer’s immediate family during the reporting period;(3)(a) the description, value, and location of all real property owned and options to purchase real property during the reporting period by a filer or a member of the filer’s immediate family if:(i) there have been any public improvements of more than two hundred dollars on or adjacent to the real property within the reporting period and the public improvements are known to the filer; or(ii) the interest can reasonably be expected to be the subject of a conflict of interest; or(b) if a sale, lease, or rental of personal or real property is to a state, county, or municipal instrumentality of government, a copy of the contract, lease, or rental agreement must be attached to the statement of economic interests;(4) the name of each organization which paid for or reimbursed actual expenses of the filer for speaking before a public or private group, the amount of such payment or reimbursement, and the purpose, date, and location of the speaking engagement;(5) the identity of every business or entity in which the filer or a member of the filer’s immediate family held or controlled, in the aggregate, securities or interests constituting five percent or more of the total issued and outstanding securities and interests which constitute a value of one hundred thousand dollars or more;(6)(a) a listing by name and address of each creditor to whom the filer or member of the filer’s immediate family owed a debt in excess of five hundred dollars at any time during the reporting period, if the creditor is subject to regulation by the filer or is seeking or has sought a business or financial arrangement with the filer’s agency or department other than for a credit card or retail installment contract, and the original amount of the debt and amount outstanding unless:(i) the debt is promised or loaned by a bank, savings and loan, or other licensed financial institution which loans money in the ordinary course of its business and on terms and interest rates generally available to a member of the general public without regard to status as a public official, public member, or public employee; or(ii) the debt is promised or loaned by an individual’s family member if the person who promises or makes the loan is not acting as the agent or intermediary for someone other than a person named in this subitem; and(b) the rate of interest charged the filer or a member of the filer’s immediate family for a debt required to be reported in (a);If a discharge of a debt required to be reported in (a) has been made, the date of the transaction must be shown.(7) the name of any lobbyist, as defined in Section 2-17-10(13) who is:(a) an immediate family member of the filer;(b) an individual with whom or business with which the filer or a member of the filer’s immediate family is associated;(8) if a public official, public member, or public employee receives compensation from an individual or business which contracts with the governmental entity with which the public official, public member, or public employee serves or is employed, the public official, public member, or public employee must report the name and address of that individual or business and the amount of compensation paid to the public official, public member, or public employee by that individual or business;(9) the source and a brief description of any gifts, including transportation, lodging, food, or entertainment received during the preceding calendar year from:(a) a person, if there is reason to believe the donor would not give the gift, gratuity, or favor but for the official’s or employee’s office or position; or(b) a person, or from an officer or director of a person, if the public official or public employee has reason to believe the person:(i) has or is seeking to obtain contractual or other business or financial relationship with the official’s or employee’s agency; or(ii) conducts operations or activities which are regulated by the official’s or employee’s agency if the value of the gift is twenty-five dollars or more in a day or if the value totals, in the aggregate, two hundred dollars or more in a calendar year.
Text of (A)(10) effective January 1, 2017.

(10) a listing of the private source and type of any income received in the previous year by the filer or a member of his immediate family [9].
SECTION 8-13-700. Use of official position or office for financial gain; disclosure of potential conflict of interest.

In the event that a situation does occur in which a Trustee is “required to take an action or make a decision which affects an economic interest of himself, a family member, an individual with whom he is associated, or a business with which he is associated he shall…furnish a copy to the presiding officer of any agency, commission, board, or of any county, municipality, or a political subdivision thereof, on which he serves, who shall cause the statement to be printed in the minutes and shall require that the member be excused from any votes, deliberations, and other actions on the matter on which the potential conflict of interest exists and shall cause such disqualification and the reasons for it to be noted in minutes” [10].

No conflicts of interest have arisen for any FMU Board members.

Several mechanisms exist to ensure that the Board is not controlled by a minority of its members:

A quorum for the transaction of business at meetings of the Board consists of a majority of the members.
Each member of the Board of Trustees has one vote on all matters that require a formal recording of votes.
Proxy voting is not be permitted when members are absent from the meeting.
All meetings of the Board and its committees are conducted in accordance with Robert’s’ Rules of Order – Revised/or Deliberative Assemblies.
All actions taken by the Executive Committee in the interim between meetings of the Board shall be reported promptly to the Board by the Secretary and thereafter ratified by the full Board.
Certain actions may not be taken by the Executive Committee:
- Elect officers of the Board.
- Appoint or remove the president.
- Change the institutional mission or purposes of the University.
- Take any final action on any question radically affecting the indebtedness, the tangible property, the operating budget, or the general policies of the University.
All meetings of the Board of Trustees are open to the public. The Board may move into executive session as stipulated in Section 30-4-70 of the Freedom of Information Act [11].
Any amendments to the Bylaws require a “vote of two-thirds of the members present at a meeting of the Board, those voting to amend being also a majority of the entire Board” [12].

The Board Fulfills Its Duties & Responsibilities

The Board’s authority and duties are derived from SC Code of Laws Title 59-Chapter 133 and described in the in the Bylaws of the Board of Trustees, which are published in “Appendix 8” of the Faculty Handbook 2016 [13] and on the University website [14]. The powers and duties of the Board include, but are not limited to, the following:

To safeguard the purposes of the University and the ideals by which it is guided; to periodically review the mission and purpose of the University in the light of educational, economic, and societal change and to revise the mission and educational philosophy as needed, within the statutory framework and statewide coordination under which the University functions.
To assure the effective operation of educational programs and services so as to effectively carry out the University’s mission; to review and approve proposals for major revision of degree programs and educational support services in accordance with the University’s mission and resources; to confer degrees upon recommendation of the President and the faculty.
To assure the effectiveness of University governance, policy formation, and decision making; to establish an appropriate delegation of authority and responsibilities within the University; and to assure the effectiveness of communications, consultation, and cooperative decision making among the various sectors of the University community.
To appoint the President as the chief executive officer of the University; to delegate his responsibilities, evaluate his performance, provide for his leadership and welfare, and set appropriate conditions of employment, renewal, or termination.
To authorize the President to establish the administrative organization of the University and to appoint the senior administrative officers of the University in accordance with the bylaws and policies of the Board of Trustees.
To review and approve policies and procedures bearing on faculty appointment, promotion, tenure, and nonrenewal and to authorize the President to appoint members of the faculty; to review and approve general personnel policies, including protection for all employees against any form of discrimination or any violation of due process rights in employment.
To assure the effectiveness of comprehensive and mission-based institutional planning; to review, approve, and adopt plans for program development, financial strengthening, and capital and campus development; to assure the effective implementation of plans and to monitor the formation of short-term plans and decisions in the light of long-term goals for University development.
To delegate the functions and responsibilities of the faculty and to provide for the effectiveness of the faculty in discharging those functions and responsibilities.
To review and approve the annual operating budget of the University; to regularly monitor the financial condition of the University and to establish plans, financial policies, and investment practices designed to assure the financial strength and stability of the University.
To assure the effectiveness of comprehensive planning for procurement of current and capital funds; to authorize the acceptance of major gifts and bequests in accordance with Board policies and public law.
To authorize the construction of new buildings and the major repair or renovation of existing buildings.
To assure the accountability of the University to fundamental social values and to the provisions of public law; to facilitate communications between the University and State government or other agencies and constituencies.
To protect the academic environment of the University from improper pressure or interference adversely affecting the functions of scholarship, teaching, and learning; to assure the academic freedom of faculty and students.
To assure appeal procedures in disputes or grievances involving faculty, administrative officers, staff, and/or students [15].

A review of Board Resolutions, minutes of Board meetings, and other University documents reveals that the Board fulfills its obligations:

The Standing Committees of the Board [16] meet during the hours prior to the quarterly meetings of the entire Board to consider the areas under their purview. During these committee meetings University administrators and faculty present to their respective committees. The Chair of each committee, in turn, provides reports of the proceedings of his/her committee meeting to the full Board of Trustees.

The University administrative officers who attend and present reports at the committee meetings are highlighted in the attached Board of Trustees Minutes [17] and reports made by the committee chairs at the subsequent Board meeting are available at the indicated links:

Academic Affairs and Accreditation [18] – Provost; Vice President for Administration & SACSCOC Liaison
Development [19] – Vice President for Development & Executive Director, Education Foundation; Director of Alumni Affairs & Annual Giving
Financial Affairs and Facilities [20] – President and Vice President for Business Affairs
Student Affairs and Athletics [21] – Vice President for Student Affairs & Dean of Students; Director of Athletics; President of the Student Government Association.

Other presenters attend when necessary to present their expertise on a topic.

Examples of actions related to specific duties are indicated in Table 2:

Section 2. Item #	Examples of Board Actions
1. University mission	Resolution 05-16 Approving a change to the Mission of Francis Marion University [22]
2. Educational programs & services	Resolution 06-16 Approving the Doctorate of Nursing Practice degree [23]
3. Effectiveness of University Governance	Evaluation of President by Faculty Survey. Results sent to Chair of the Board [24].
4. Evaluate President’s performance	Agency Head Evaluation 2015-2016 [25].
5. Allows President to establish the University’s administrative organization	President appoints Sr. Staff and creates position descriptions with assistance of Human Resources Coordinator (see Comprehensive Standard 3.2.1)
6. Review and approve policies relating to faculty appointments & continuation of service; Ensure protection from violation of due process and discrimination for all personnel	Ratified the Constitution of the Faculty; Ensures that the various policies of the SC Human Resources Division [26] are incorporated into University Human Resource policies [27].
7. Institutional Planning	Integrally involved in the development of 11 Planning Assumptions and 5 Planning Processes which guide strategic planning, as seen in the FMU Strategic Plan [28].
8. Delegate functions and responsibilities to the Faculty	Ratified the Constitution of the Faculty and the Bylaws of the Faculty Senate
9. Review and approve annual operating budget; ensure financial strength	Prior to each meeting of the Board, all Trustees receive a Budget Summary Report [29]. The report is presented by the Vice President for Business Affairs at the Financial Affairs and Facilities subcommittee. President Carter and the vice president respond to questions. ● The standing committee chair reports to the entire Board at each quarterly meeting ● At the summer meeting of the Board the chair of the Financial Affairs and Facilities committee presents a resolution for approval of the budget for the upcoming fiscal year to the entire Board [30,31].
10. Procure capital funds; Authorize acceptance of major gifts	Assign as an Objective of the President's Strategic Plan on which he is evaluated annually as part of the Agency Head Evaluation (see reference 25).
11. Construction and upkeep of facilities	Receive reports at quarterly meetings of the Financial Affairs and Facilities committee and the Board and at the Annual Retreat [32].
12. Compliance with community standards and public laws; facilitate communications between public and governmental constituencies	Assign as an Objective of the President's Strategic Plan on which he is evaluated annually as part of the Agency Head Evaluation (see reference 25).
13. Academic Freedom of faculty and students	Ratified the Constitution of the Faculty and the Bylaws of the Faculty Senate
14. Appeal procedures	Board is the final avenue of appeal for all faculty grievances: 2016 FMU Handbook Formal Hearing Procedures [33]. Procedures for Faculty who claim an abridgement of Academic Freedom [34]. Procedures for Faculty Grievance Cases Not Covered by Policy on Academic Freedom and Tenure [35]. Ensures that SC Code of Laws Title 8 - Public Officers and Employee Chapter 17 State or Local Employees Grievance Procedure is followed

Table 2. Duties and Actions of the Board

2.2 Governing Board

2.2

Compliance Judgment

Narrative

Composition of the Board & Organization

Organizational Structure of the Board

Protections against the Misuse of Position

The Board Fulfills Its Duties & Responsibilities

Documentation

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