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Board of Governors

The West Virginia State University Board of Governors (BOG) was created by the West Virginia Legislature as its governing body (§18B-2A-1). Consisting of nine members appointed by the Governor of West Virginia and three elected representatives by students, faculty, and staff, the BOG sets the annual budget and determines policies for operation and control of the University. Among the powers given,  is the power to appoint a President, and delegates broad authority to the President to operate the University.

The Board is the principal policy-making and advisory body on all matters relating to, and affecting the university's mission. In fulfillment of its fiduciary responsibility its members work with the President to approve policies, strategic goals and resources for programs and services. 
 
2020-2021 MEETING DATES
The following meeting dates for AY 2020-2021 were approved by the West Virginia State University Board of Governors at its June 11, 2020 meeting.  Meetings are scheduled in the Erickson Alumni Center, or conducted virtually via zoom.  Board Committee meetings are typically scheduled prior to each full Board meeting. 
 
  • August 7, 2020 -- Special Called Meeting
  • September 3, 2020
  • October 22, 2020
  • November 20, 2020
  • February 3-4, 2021
  • April 23, 2021
  • April 30, 2021
  • June 17, 2021
 

 
Mr. Charles E. Jones, Jr.
Mr. Charles E. Jones, Jr.
Chair
Retired-Executive Director
Board of Risk & Insurance
Management (BRIM)
Mr. Mark W. Kelley
Mr. Mark W. Kelley
Vice Chair
Member Attorney
Ray, Winton & Kelley, PLLC
 

Dr. Ann Brothers Smith

Dr. Ann Brothers Smith
Secretary
Retired Educator

 
     
Ms. Rachel Harper
Ms. Rachel Harper
Student Representative


 
Dr. Frank Vaughn
Dr. Frank Vaughan
Faculty Representative
Professor, Political Science

 
Mr. James Buchanan
Mr. James Buchanan

Staff Representative
Senior Financial Aid Counselor
 
     
Mark D. Davis
Mr. Mark D. Davis
Vice President/
Charleston Region Manager
City National Bank
Mr. Ian Flores
Mr. Ian Flores
Senior Vice President
NTV Asset Management LLC

 



Kenneth Gray
Mr. Kenneth D. Gray
Retired, U.S. Army
Deputy Judge
Advocate General



 
     
Jaime Payne, member of the Board of Governors
Mr. James Payne, CPA
Tax Manager
MRC Global Inc.

 
Gail Pitchford
Ms. E. Gail Pitchford
President
Charleston Area Medical Center Foundation
 
Mr. Lester Raines

Mr. Lester Raines
Owner
Lester Raines Imports Honda-Mazda

 

   
 

 

Adopted May 9, 2002
Amended February 5, 2004
Amended January 22, 2009
Amended November 11, 2010
Amended September 4, 2014
Amended January 26, 2017
Amended June 6, 2019
Amended February 4, 2021 
 

WEST VIRGINIA STATE UNIVERSITY
BOARD OF GOVERNORS
BYLAWS


WEST VIRGINIA STATE UNIVERSITY BOARD OF GOVERNORS BYLAWS 
 

ARTICLE 1. MEMBERS

Effective on the 1st day of July 2001, an institutional Board of Governors is established at West Virginia State University. 
  
A. Membership 
The membership of the Board shall consist of twelve persons.
  1. A full-time member of the faculty holding the rank of instructor or above, duly elected by the faculty;
  2. A member of the student body who is in good academic standing, enrolled for credit courses and duly elected by the student body;
  3. A member of the institutional staff duly elected by the classified staff; and,
  4. Nine lay members appointed by the Governor of West Virginia with the advice and consent of the State Senate.
  
B. Terms
  1. The faculty member shall serve a term of two (2) years.The term beginning in July, 2001, shall end on the 30th day of June 2003. Thereafter, the term shall begin on the 1st day of July.  Faculty members are eligible to succeed themselves for three (3) additional terms, not to exceed a total of eight (8) consecutive years. 
  2. The student member shall serve for a term of one (1) year.The term beginning in July, 2001, shall end on the 30th day of June, 2002. Thereafter, the term shall begin on the first day of July.
  3. The staff member shall serve for a term of two (2) years.The term beginning in July, 2001, shall end on the 30th day of June, 2003. Thereafter, the term shall begin on the 1st day of July.The member representing staff is eligible to succeed themselves for three (3) additional terms, not to exceed a total of eight (8) years.
  4. The appointed lay members shall serve staggered terms.Of the original appointments by the Governor, two (2) shall be appointed for terms of one (1) year, two (2) shall be appointed for terms of two (2) years, two (2) shall be appointed for terms of three (3) years, and three (3) shall be appointed for terms of four (4) years.After the initial appointments, all appointees shall serve for terms of four (4) years.
  5. A vacancy in an unexpired term of a member shall be filled for the unexpired term within thirty (30) days of the occurrence of the vacancy in the same manner as the original appointment or election.
  6. Removal from Office.No member of a governing board appointed by the Governor may be removed from office by the Governor except for official misconduct, incompetence, neglect of duty or gross immorality and only in the manner prescribed by law for the removal of the state elective officer by the Governor.
  
C. Elections
  1. All elections shall be held no later than the 30th day of June preceding the commencement of the term.
  2. The Board of Governors shall elect one (1) of its appointed lay members to serve in the capacity of Chairperson in June of each year.No member may serve as chairperson for more than four (4) consecutive years.
  
D. Officers
  1. The officers of the Board shall consist of Chair, Vice Chair, and Secretary.
  2. Officers shall serve for a term of one (1) year, beginning July 1st and ending June 30th. The Chair may not serve more than four (4) consecutive years.The Vice Chair and Secretary may not serve more than two (2) consecutive terms in the same office.
  
E. Authority and Duties of Members
  1. Members of the Board of Governors do not hold authority individually over the University or employees of the University.The Legislature invested such authority in the board as a body; that authority is exercised through policy adoption by a majority vote of the board in its statutory meetings.In all but extraordinary circumstances the board will delegate the President of the University to execute such policy.
  2. Individual members may have specific duties based on their committee membership or as officers of the Board.
  

ARTICLE II. MEETINGS

A. Meetings
  1. The Board of Governors shall hold a minimum of six (6) meetings during each fiscal year, to include an annual meeting each June.
  2. Notice of meetings shall be in accordance with the Open Governmental Meetings Act.
  3. Of the twelve (12) voting members of the Board of Governors, seven (7) shall constitute a quorum.
  4. Special meetings may be convened by the Chair or upon petition of a majority of the members.
  5. Meeting procedures shall be in accordance with Robert's Rules of Order subject to the suspension of any rule by a two-thirds vote of the Board.
  6. An annual meeting shall be convened each June for the purpose of selecting a Chairperson and other officers.
  7. The Board of Governors shall provide an opportunity for administrators, faculty, students and staff to discuss various issues no less than one (1) time per year.The viewpoints of the various constituencies should be presented by a person or persons selected by those constituencies. That person shall be someone other than the constituency's board representative.
  

ARTICLE III. POWERS AND DUTIES 

Effective on the 1st day of July, 2001, the Governing Board shall have the following powers and duties:
  1. Determine, control, supervise and manage the financial, business and education policies and affairs of the State institutions of higher education under its jurisdiction;
  2. Develop compact and master plans for the institution;
  3. Direct the preparation of a budget request for the institution.Consult, cooperate and work with the state treasurer and the state auditor to update as necessary and maintain an efficient cost effective system for the financial management and expenditure of special revenue and appropriated state funds;
  4. Consider, revise and submit to the Higher Education Policy Commission a budget request;
  5. Review, at least every five (5) years, all academic programs offered.The review shall address the viability, adequacy and necessity of the programs in relationship to the master plan, compact and the education and workforce needs of its responsibility district.As part of the review, the institution shall conduct periodic studies of its graduates and their employees to determine placement patterns and the effectiveness of the education experience;
  6. Ensure that the sequence and viability of academic programs and courses offered by the institution is such that students have the maximum opportunity to complete programs in the time frame normally associated with program completion.  The Board is responsible for ensuring that the needs of nontraditional institution-age students are appropriately addressed and, to the extent possible for the Board to control, to assure core course work completed at the institution is transferrable to any State institution of higher education for credit with the grade earned;
  7. The Governing Board shall have exclusive authority to approve the teacher education programs offered; 
  8. Utilize faculty, students and employees in institutional-level planning and decision-making when those groups are affected;
  9. Administer a system for the management of personnel.Transactions, including but not limited to hiring, dismissal, promotions and transfers, compensation, and discipline at the institution(s) under its jurisdiction;
  10. Administer a system for the hearing of employee grievances and appeals in accordance with procedures established in Article 6a, Chapter 29 of the West Virginia Code;
  11. Solicit, utilize and/or expend voluntary support, including financial contributions and support services;
  12. Appoint a President or other administrative leader for the institution in accordance with the provisions of Chapter 18B of the West Virginia Code;
  13. Conduct written performance evaluations of the institutional President pursuant to Chapter 18B of the West Virginia Code; 
  14. Submit to the Higher Education Policy Commission, no later than the 1st day of  November of each year, an annual report of the performance of the institution during the previous fiscal year as compared to stated goals in its institutional compact and master plan;
  15. Enter into contracts or consortium agreements with the public, schools, private schools or private industry to provide technical, vocational, institution-preparatory, remedial and customized training courses at either on campus or off-campus locations; 
  16. Delegate, with prescribed standards and limitations, the part of its power and control over the business affairs of the institution to enable it to function in a proper and expeditious manner to meet the requirements of the institutional compact.If the Governing board elects to delegate any of its power and control, it shall notify the Chancellor.Any such delegation of power and control may be rescinded by the appropriate Governing Board or the Chancellor at any time, in whole or in part, and,
  17. The Board may acquire legal services as are considered necessary, including representation of the Governing Board, the institution, employees and officers before any court or administrative body.
  • The counsel may be employed on a salaried basis or on a reasonable fee basis.
  • The Governing Board may, but is not limited to, call upon the attorney general for legal assistance and representation.


ARTICLE IV. COMMITTEES

A. Committee of the Whole 
 
The Board shall act as a whole for consideration of issues such as: 
  1. Institutional compacts and master plans;
  2. Legislative recommendations;
  3. Strategic plans;
  4. HEPC recommendations;
  5. Budget requests on behalf of the institution(s) and,
  6. Other matters considered appropriate by the chair.
B. Committee Structure
All committee members will be appointed by the Chairperson of the Board of Governors, and committee members shall elect the committee chair.  The committee chair shall serve as the presiding officer of all committee meetings.  In the committee chair’s absence, the presiding officer shall be elected by a majority of the committee members present at the meeting.  Committee charters will be approved by the Board of Governors. All committees will function in compliance with the committee charter(s). 
  
C. Executive Committee
The Executive Committee is comprised of the Chairperson, Vice Chair, Secretary of the Board, the chairs of the Board’s committees on Governance; Business Affairs; Risk Management, Compliance and Audit; Endowment; Advancement and External Affairs; and University Affairs (the President is an ex-officio, non-voting member of the Executive Committee) who will: 

Authority and Responsibilities  

  1. Exercises all powers of the Board between regularly scheduled meetings concerning urgent university matters;
  2. Serves as a sounding board for the President on emerging issues, problems, and initiatives; and
  3. Reports to the Board at the Board’s next meeting on any official actions it has taken since the last meeting of the Board.
D. Governance Committee   
The Governance Committee shall consist of at least five but no more than seven members, including ex officio members, as determined by the Board Chair.  The Board Chair and the President shall be non-voting, ex-officio members of the committee.    

Authority and Responsibilities  

  1. Develops Board orientation for each new member and continuing Board educational programs, and in mentorship of new Board members;
  2. Creates and evaluates a Board profile of the combination of talents, knowledge, backgrounds, and expertise needed to fulfill the university’s goals;
  3. Develops and secures Board approval of a written statement setting out the roles and responsibilities of Board members;
  4. Establishes performance criteria/expectations for governors in areas of attendance, preparedness, candor, and participation;
  5. Establishes a process for recommending reappointment of a Board member for the President’s consideration;
  6. Designs and manages any term-limit policies on Board officers;
  7. Honors and recognizes retiring Board members;
  8. Effectively communicates the committee’s responsibilities and achievements; and
  9. Assesses the performance of the committee itself, and the board as a whole through a process of confidential self-assessment by each Board member.
E. Business Affairs Committee 
 
The Business Affairs Committee shall be comprised of three or more members, but no more than seven members, as determined by the Board Chair, who will:  

Authority and Responsibilities   

Reviews and advises the Board of Governors on:  
  1. The operating and capital budgets of the University;
  2. Matters related to the information technology infrastructure;
  3. The issuance of debt;
  4. Master facilities plan for the University;
  5. Tuition and fee proposals;
  6. Matters related to security and public safety of the University;
  7. Matters related to the financial operations of the University, including the results of the annual audit;
  8. The selection of architects/engineers and construction managers for buildings and large capital improvements requiring professional services;
  9. Proposals involving acquisition or disposition of any interest in real property for which authority has not been delegated to the President; and
  10. Upon the recommendation of the President, recommends to the Board of Governors for approval, as required, policies applicable to the financial, information technology, and other administrative matters.
F. Advancement and External Affairs Committee 
The Advancement and External Affairs Committee shall be comprised of three or more members but no more than five members, as determined by the Board Chair, who will: 

Authority and Responsibilities  

Reviews and advises the Board of Governors on:  
  1. Areas pertaining to development, advancement services, university relations, and alumni relations;
  2. Reports on private support of the university to assess effectiveness and make recommendations related to philanthropy;
  3. West Virginia State University Alumni Association activities and initiatives and makes recommendations concerning alumni relations;
  4. Marketing, communications, and public relations and makes recommendations related to matters such as branding, licensing, and external relations of the university;
  5. Activities of the state legislature and makes recommendations concerning government relations; and
  6. University fundraising campaigns.
Advises the President and Vice President for University Advancement on:  
  1. The priority, timing, direction, funding and management of capital and other fundraising campaigns; and
  2. The formation of campaign steering committees.
Recommends to the Board of Governors:  
  1. Naming guidelines for endowed funds, facilities, and programs funded in whole or in part by private monies;
  2. Naming of all facilities and programs, owned, operated or controlled by the university; and
  3. Upon the recommendation of the President, policies related to the relationship between the university and its affiliated entities, the coordination of all fundraising activities intended to benefit the university, the conduct of fundraising campaigns, the use and application of privately donated funds for any activity whose sponsorship may implicate or obligate the university; and fundraising activities intended to benefit the Endowment Fund and various affiliated entities.
G. Endowment Committee 
The committee members shall be appointed by the Board Chair. Committee members shall elect a chair.   The Endowment Committee of West Virginia State University shall consist of no fewer than six members and no more than 9 members, as determined by the Board Chair:  
  • One member of the Endowment Committee shall be the Chair of the Board of Governors;
  • One member shall be the President of West Virginia State University; and
  • The remainder of the members may be members of the West Virginia State University Board of Governors and West Virginia State University Foundation Board of Directors.
  
In considering appointments to the Endowment Committee, the Chair of the Board of Governors will take into consideration individuals who (a) have experience/expertise in investments, (b) bring special skills or talents to the Endowment Committee, or (c) have established an endowment at West Virginia State University, either within the endowment fund or elsewhere.  A majority of the committee members shall constitute a quorum.    
The West Virginia State University Endowment Committee of the Board of Governors recognizes the West Virginia State University Foundation Investment Policy Statement.  

Authority and Responsibilities  

The West Virginia State University Endowment Committee of the Board of Governors recognizes that the West Virginia State University Foundation, Inc. is a separate 501(c)(3) organization, whose purpose is to support the University.  The Endowment Committee’s responsibilities are to liaise, consult, and coordinate with the Foundation, and to advise and educate the Board of Governors on the Foundation’s policies relating to:  
  1. The acceptance of gifts, donations, and bequests
  2. The Disposal of property, real or personal, of the Endowment Fund;
  3. Prudent investments of the endowed funds;
  4. Appointment of a fiscal agent or agents;
  5. Disbursement of principal and income in strict accordance with terms of the gift, devise, or bequest; and
  6. Management of a prudent endowment spending policy.
 
In addition, the Endowment Committee is charged with presenting to the Board of Governors any resolutions relating to any requests to the Foundation for modifications of any of the aforesaid policies.  
 
H. Risk Management, Audit, and Compliance Committee 
The Risk Management, Compliance, and Audit Committee shall be comprised of three or more members but no more than five members, as determined by the Board Chair, who will:   

Authority and Responsibilities  

  1. Helps provide oversight of internal audit;
  2. Reviews the annual internal audit plan at the beginning of the audit cycle;
  3. Receives quarterly activity reports from the General Counsel;
  4. Receives direct verbal and/or written reports from the university’s internal auditor regarding out-of-the-ordinary reviews and findings that may involve senior level university employees, Governors, or associated entities;
  5. Compares the annual internal audit plan to the actual internal audits performed;
  6. Reviews audit reports of University associated entities;
  7. Provides oversight of the risk management and compliance functions;
  8. Assures that the university is performing self-assessments of operating risks, compliance, and evaluations of internal controls on a regular basis; and
  9. Receives annual reports on risk management, compliance and legal issues.
I. University Affairs Committee 
The University Affairs Committee shall be comprised of three or more members but no more than seven members, as determined by the Board Chair, who will: 

Authority and Responsibilities  

Reviews and advises the Board of Governors on:  
  1. Any changes in the university’s mission statement;
  2. Plans to carry out the university’s mission;
  3. Any retreat rights for an administrator returning to a faculty role;
  4. Conferral of permanent tenure upon faculty members;
  5. Designation of Distinguished Professorships, including Distinguished Scholar, and Distinguished Fellow;
  6. The conferral of emeritus status upon a faculty member upon retirement;
  7. The contract of the Athletic Director and head coaches and recommends the appointment or extension of contracts for Board of Governors’ approval;
  8. Upon recommendation of the President, academic degree proposals requiring approval by the Board of Governors or HEPC (including new degree programs, distance education delivery versions of approved academic programs, new distance education sites, discontinuation of degrees, and changes in degree program titles) Receives notification on behalf of the Board of Governors of other academic program proposals and reviews
(including certificates, concentrations and minors);   
  1. The amount and quality of faculty research, amount of funded research grants, number of patents, and the licensing of intellectual property;
  2. Upon the recommendation of the President, the approval of campus initiated tuition increases and student fees (proposed new fees as well as adjustments to existing fees);
  3. Recommends to the Board of Governors the conferral of honorary degrees, awards, and distinctions;
  4. Approval of the establishment and continuation of centers and institutes in adherence to any and all guidelines set forth by the Higher Learning Commission and/or HEPC;
  5. Upon recommendation of the President, approval of policies related to centers and institutes, when required;
  6. Upon the recommendation of the President, personnel policies not otherwise prescribed by State or federal law, HEPC or policies of the Board of Governors, for personnel in all categories of university employment, when required;
  7. Policies regarding the collection of tuition, fees and other monies from students;
  8. Policies regarding payment of student balances;
  9. Policies for administration of scholarships and other financial aid to students; and
  10. Upon recommendation of the President, policies related to the provision of student services and activities, including student government and intercollegiate athletics, subject to general provisions as may be prescribed by the Board of Governors.
  11. The Committee receives and hears periodic reports from the Chair of the Faculty Senate, the Chair of the Staff Council, and the Student Body President.
J. Presidential Review Committee
  1. The Chair shall assign five (5) members to serve on the Presidential Review Committee. The Chair of the Presidential Review Committee shall be elected by the members of the committee to serve a one-year (1) term; and
  2. The Committee shall provide oversight of the University's adherence to Board of Governors Policy #61, Employment and Evaluation of the President, specifically the annual, triannual or comprehensive review of the President.
K.  Special Committees
  1. Members may be appointed by the Chair to special committees or ad hoc committees in addition to standing committees; and,
  2. Tenure of these committees shall be for a prescribed time or until the specified task is completed.
  

ARTICLE V. EXPENSES

A. Expense Reimbursement 
  1. The Board shall serve without compensation; and,
  2. Proper administration and travel expenses of the Board and its members shall be paid from institutional funds and shall be accounted for in accordance with acceptable accounting practices.
  

ARTICLE VI. RECORDS

A. Records 
  1. The Board shall provide, through the President's Office, the keeping of all Board records; and, 
  2. The Board may prescribe appropriate regulations with respect to access to said records.
  

ARTICLE VII. ADOPTION AND AMENDMENT OF BYLAWS

A. Adoption and Amendment 
  1. The Bylaws of the Board may be amended by a two-thirds vote of the Board at the annual meeting or at any regular or special meeting provided that the proposed amendments are conveyed to the members of the Board at least ten (10) days in advance of the meeting in which they are to be acted upon; and,
  2. The enactment of any statute by the West Virginia Legislature of the amendment of any existing statute, inconsistent with these Bylaws shall take precedence over the provisions hereof.
The following policies have been approved and constitute the current West Virginia State University Board of Governors (BOG) policies. All approved BOG policies and related guidelines which might be generated are maintained on this website and made available at the West Virginia State University Drain-Jordan Library at no cost.
 
  1. Procedures for Generating Policies, Guidelines, and Rules
  2. Salary Policy
  3. Academic Standards for Students to Participate in Intercollegiate Athletics
  4. Reductions in Force and Layoffs
  5. Travel Regulations
  6. Credit Card Solicitation
  7. Holidays
  8. Smoking
  9. Role of Adjunct Faculty
  10. No Current Policy
  11. Balance of Part-Time/Full-time Classified Employees
  12. No Current Policy
  13. Naming or Renaming of Buildings and Organizational Units
  14. Unlawful Discrimination and Harassment, Sexual Harassment, Grievance Procedures, Child Abuse and Neglect Reporting Relationships    APPENDIX
  15. Use of Institutional Facilities
  16. No Current Policy
  17. Equal Opportunity and Affirmative Action
  18. Employee Leave
  19. Personnel Administration
  20. Assessment, Payment and Refund of Fees
  21. Social Justice
  22. Ethics
  23. Student Rights and Responsibilities
  24. Grade-Point Averages for Associate and Baccalaureate Degrees
  25. Awarding of Undergraduate Fee Waivers
  26. Fee Waivers for Graduate Students and Graduate Assistants
  27. Change in the Organization of Colleges, Schools, Divisions, Department or other Administrative Units
  28. Student Academic Rights
  29. Faculty Development
  30. Alien Employment Control
  31. Sabbatical Leave
  32. No Current Policy
  33. No Current Policy
  34. Standards and Procedures for Undergraduate Admissions
  35. Performance Review for Non-Classified Employees
  36. Alcoholic Beverages
  37. Fiscal Responsibility and Oversight of Intercollegiate Athletics
  38. Parking of Vehicles on Campus
  39. Administrators Required to Do Teaching or Research
  40. Tuition and Fee Waivers for Those 65 or Older
  41. Making Agendas Available to the Public
  42. Disposition of Obsolete and Unusable Equipment and Supplies
  43. Separation of Academic and Faculty Personnel Policies
  44. Faculty and Administrative Productivity
  45. Work-Scheduling Innovations
  46. Merit Increases for Classified Staff
  47. Staff Development
  48. Credit for Service Learning in Public Agencies
  49. Employees' Catastrophic Leave
  50. No Current Policy
  51. No Current Policy
  52. Information Technology (IT) Security Policy
  53. Responsible Use of University Computing Resources
  54. Delayed Payroll Assignment
  55. No Current Policy
  56. Background Checks for Employment
  57. Deadly Weapons and Destructive Devices
  58. Bookstore
  59. Intellectual Property Rights Management
  60. Fixed Asset Inventory Policy
  61. Employment and Evaluation of the President
  62. Evaluation of Tenured Faculty
  63. Record Retention Policy
  64. Designation/Status of Employees
Below is a list of forthcoming or past Board of Governors Meeting Agendas. By clicking on the date, you may view agendas from that meeting.

2020-2021
2019-2020
2018-2019
2017-2018 2016-2017 2015-2016 2014-2015 2013-2014 2012-2013
Below is a list of past Board of Governors Meetings. By clicking on the date, you may view minutes from that meeting.
 


 
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