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AMENDMENTS TO THE BYLAWS OF THE BOARD OF REGENTS

VOTED that the Board of Regents amends its Bylaws to describe the responsibilities of the Chief Financial Officer and to include a procedure to be followed where a member may have a personal interest in a matter before the Board.

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As the Regents will recall, the Board discussed a preliminary proposal for two amendments to its Bylaws at its May 6, 1991, meeting (see Minutes, pp. 69-71). One proposed amendment, in the nature of a technical modification to Section 5.05, would describe the responsibilities of the Chief Financial Officer (instead of those of the Treasurer), in accordance with management changes effected in December 1990. The other, which would add language to Section 2.10, introduces a procedure to be followed in cases where a Regent might have some personal interest in a matter coming before the Board.

The proposed amendment to Section 5.05, represented below, remains unchanged from the Regents' previous discussion. In light of the Regents' discussion on May 6, the Executive Committee has suggested revised language for the amendment to Section 2.10. The Committee's proposal, given below, was distributed to the Regents on August 2, 1991, in accordance with the Bylaw on Amendment (Section 1.02). As neither amendment has prompted further suggestions for revision, the following motion is proposed:

The proposed amendments are given below. Please note: underscored working is additional; crossed-out wording is deleted.

2.10 DISCLOSURE

A member of the Board of Regents shall disclose in writing to the Executive Committee any financial transaction or business dealing with the Institution in which such member has a direct involvement. If the disposition of any matter that comes before the Board would be likely to materially affect a financial or other interest of a member of the Board or his or her immediate family, such member shall inform the presiding officer and abstain from participation in discussion or decision on that matter.

5.05 [[strikethrough]] TREASURER [[/strikethrough]] CHIEF FINANCIAL OFFICER

In consultation with the Board of Regents, the Secretary shall [[strikethrough]] appoint a Treasurer [[/strikethrough]] designate a Chief Financial Officer, who shall have charge of all funds of the Institution, keep the books of account, designate depositories for funds of the Institution and generally supervise investment of the Institution's funds as limited by section 4.02. The [[strikethrough]] Treasurer [[/strikethrough]] Chief Financial Officer shall assist the Board of Regents, its committees, and the Secretary in the exercise of their fiduciary responsibilities.

Transcription Notes:
NOTE: Added indication of underlining which indicates added language, per explanation in text, paragraph 5; seems necessary for context - OK?