Clemson University was established by the Will of our founder Thomas Green Clemson. The Will sets forth the governing structure of the Board of Trustees. The South Carolina General Assembly accepted the term of the Will via the Act of Acceptance which was signed into law on November 27, 1889.
As a public university of the State of South Carolina there are a number of statutory enactments of the State which are applicable to the governance of the university including the election of six (6) of the members of the Board of Trustees as set out in the Title 59, Chapter 119, of the South Carolina Code of Laws.
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) Clemson Will, (2) Statutory Enactments (3) the “Bylaws” found in this Manual (4) the “Governing Principles” found in this Manual and (5) Clemson University Board of Trustees Policies (“Board Policies”).
Section 4.1 Powers
Pursuant to the Will, the Board of Trustees shall “have full authority and power to regulate all matters pertaining to [the University] — to fix the course of studies, to make rules for the government of the same, and to change them, as in their judgment, experience may prove necessary, but to always bear in mind that the benefits…sought to be bestowed [by the Will] are intended to benefit agricultural and mechanical industries.”
The Board of Trustees exercises jurisdiction over the educational, research, public service, and fiscal policies of the University, and is the final authority on all matters affecting the institution within the framework of the Will and Statutory Enactments. The Board of Trustees performs the regulatory functions in the field of public service and agriculture as delegated to it by the General Assembly of South Carolina. The Board of Trustees will acquire and dispose of real property as the best interest of the University dictates.
Section 4.2 Composition of the Board
The Will provides that the Board of Trustees shall be composed of 13 members, of which seven (7) are self-perpetuating “Successor” members and six (6) “Elected” members selected as determined by the General Assembly of the State of South Carolina.
Section 4.3 Selection, Term, Resignation, Removal, and Vacancies of the Successor Trustees
The selection, term, resignation, removal, and filling of vacancies of the Successor Trustees is not promulgated under the Bylaws, Board Manual, or Board Policies and is instead determined by the Successor Trustees as authorized in the Will. The current process for removal of Successor Trustees is set forth in Part II Bylaws, Appendix A.
The Successor Trustees will provide notice to the Executive Secretary of the Board of the selection, resignation, or removal of a Successor Trustee.
Section 4.4 Selection, Term, Resignation, Removal, and Vacancies of the Elected Trustees
The six (6) Elected Trustees are elected by the General Assembly of South Carolina pursuant to S.C. Code § 59-114-40. Elected Trustees shall serve for the term set by the General Assembly, which is currently a four (4) year term, with three (3) Elected Trustees chosen every two (2) years.
An Elected Trustee may resign at any time by submitting written notice to the Executive Secretary to the Board. Such resignation shall take effect at the time specified therein or within 30 days of the date of receipt.
An Elected Trustee may only be removed by action of the General Assembly. The current process for removal of Elected Trustees is set forth in Part II Bylaws, Appendix A.
Elections to fill vacancies on the board which are caused by the death, resignation, or removal of an Elected Trustee shall follow such procedures as the General Assembly deems appropriate.
Section 4.5 Serve Until Replaced
Unless otherwise provided for by law, a Trustee shall continue to serve until their replacement is selected even if such service shall extend beyond the end of their designated term.
Section 4.6 Emeritus Board Members
A former Trustee that has served as a Trustee for at least ten (10) consecutive years shall be granted Emeritus status upon written request to the Board Chair. Emeritus status may be removed by a vote of the majority of the Board for appropriate cause as determined in the sole discretion of the Board.
Trustee Emeriti shall not have voting privileges or be counted as part of quorum determinations. They shall be invited to participate in executive sessions unless specifically excluded. They shall not be eligible for any per diem or mileage reimbursement from appropriated funds.
Section 5.1 Regular Meetings
There shall be four regular, quarterly meetings of the Board, normally in the Winter, Spring, Summer, and Fall. The Summer meeting will be the Annual Meeting. The day, time, and place shall be determined by the Chair of the Board.
Section 5.2 Special Meetings
It shall be the duty of the Chair of the Board (or the Vice Chair in the absence of the Chair) to call a special meeting of the Board whenever it shall be deemed necessary or upon the written request of five Trustees. In the latter case, said meeting shall be held within ten days of receipt of the five written requests or on a date agreeable to the requesting Trustees.
Section 5.3 Electronic Meetings
Special Meetings and, when the Chair determines exigent circumstances exist, Regular Meetings, may be held via teleconference or other electronic means which must enable each participant to hear all other participants’ comments and satisfy public meeting requirements. Individual members may participate in an in-person meeting via electronic means which allows all persons participating in the meeting to hear each other simultaneously. The Executive Secretary and the University’s General Counsel shall be consulted if questions arise concerning the adequacy of electronic media.
Section 5.4 Notice of Meetings
Notice of all meetings of the Board shall be sent to each member of the Board at least five days prior to the date of the meeting. This requirement may be waived by unanimous consent. Notice of meetings must also comply with public meeting requirements. The Executive Secretary shall prepare meeting minutes for approval by the Board at the next regular meeting.
Section 5.5 Quorum
A quorum for the transaction of business at meetings of the board or its committees shall consist of a majority of their respective regular, voting members. The board members present at any meeting, if constituting less than a quorum, may adjourn any meeting until such quorum shall be present.
Section 5.6 Manner of Acting
The order of business for all meetings of the Board shall be:
Except as otherwise provided in these bylaws, or by law, a majority vote of those members present at any meeting at which a quorum is achieved shall constitute an action of the board. Voting by proxy is not permitted.
Section 5.7 Executive Sessions
Subject to the requirements of state law, the board and its committees and task forces may hold any regular or special meeting, or any part thereof, in executive session with participation limited to voting board members, and to Trustees Emeriti unless specifically excluded. Other individuals may be invited to attend all, or portions of an executive session as deemed necessary by the Chair. Executive Session discussions are considered confidential to the extent allowed by law.
Section 6.01 Officers of the Board
The officers of the board shall be the Chair, Vice Chair, and Executive Secretary. The board may establish additional officers as it deems necessary. The Chair and Vice Chair shall be voting members of the Board.
Section 6.02 Chair and Vice-Chair
The Chair shall preside over all meetings; appoint all committees, their chair, and vice-chair, not otherwise provided for; be an ex-officio member of all standing committees; execute all legal documents and instruments on behalf of the Board affecting interest in lands; appoint Trustees to ad hoc advisory trustee task forces, affiliated entity boards, and trustee participants in working groups of the administration, and perform any other duties usually devolving to such an officer, as authorized by law, and as further detailed in this Manual.
The Chair is the liaison between the Board and the President and directs the work of the Executive Secretary. The Chair represents the University in major public relations matters where the policy of the institution is concerned.
At the request of the Chair of the Board, or when the Chair is absent, unable to act, or in case of death, removal, or resignation, the Vice Chair shall discharge the duties of the office as Chair Pro Tempore.
At the Summer Quarterly meeting of the Board in odd-numbered years, the Board of Trustees shall elect one of its members to serve as Chair of the Board and one to serve as Vice Chair of the Board, each for a two-year term.
The Chair shall be ineligible to serve more than three consecutive terms as Chair or to serve after reaching age 75; except that a Trustee who is elected Chair before the Trustee’s 75th birthday, and who reaches age 75 during the Trustee’s term as Chair, shall be eligible to continue to serve as Chair until a new Chair is elected at the next regularly scheduled Board meeting. Qualifications for the Vice Chair are the same as those for Chair.
Election
Two months prior to the Summer Quarterly meeting in odd numbered years, the Chair shall appoint a nominating committee of two Trustees. If the Chair of the Board is not standing for reelection, or is ineligible to be reelected, the Chair will serve as an ex-officio member of the nominating committee; otherwise, the committee will operate independently of the Chair.
At least ten days before the Summer Quarterly meeting of the Board of Trustees in odd numbered years, the nominating committee shall submit to all Trustees in writing, nominees for the Chair of the Board. Additional nominations for Chair of the Board may be from the floor or in writing to the Executive Secretary of the Board prior to the meeting. After all nominations have been made, the vote shall be by secret ballot by Trustees present, and the Trustee receiving a majority vote shall be elected Chair of the Board.
The election of a Vice Chair shall take place following the election of the Chair, at the same meeting. Any Trustee may nominate (in writing or verbally) an eligible member for Vice Chair of the Board. After all nominations have been made, the vote shall be taken by secret ballot (all Trustees present voting), and the member receiving the majority vote of the Board shall be elected Vice Chair.
In the event of the death, inability to act, removal, or resignation of the Chair, the Vice Chair shall serve as Chair Pro Tempore until the election of a new Chair can occur at the next Regularly Scheduled meeting of the Board or at a Special Meeting called pursuant to these Bylaws.
Section 6.03 Executive Secretary
The Board shall appoint an Executive Secretary, who shall hold office at the pleasure of the Board, and who shall serve the full Board through each individual Trustee and the Trustees collectively. The Executive Secretary shall make appropriate arrangements for all meetings of the Board and its Committees, record all proceedings of the Board, be the custodian of the University Seal and all records of the Board and perform such other duties as may be assigned.
Section 6.04 Removal of Officers
The Chair or Vice Chair may be removed from such office by a majority vote of the board members at any regular or special meetings of the board called expressly for that purpose. The Executive Secretary may be removed by a majority vote of the board members at any regular or special meetings of the board.
Section 7.01 Standing Committees
The Board of Trustees operates through the following eight standing committees:
The scope and responsibilities of the Standing Committees are set forth in Part II Bylaws, Appendix B to the Manual. All committees of the Board will make recommendations for action to the Board, with their activities limited to advisory service to the Board on matters of policy, expect as specifically noted in Appendix B.
As the need arises the Board may by resolution create special committees with such functions, power, and authority as it may determine. Unless otherwise provided in the resolution of the Board, the Board Chair shall determine the number of committee members, appoint its members, and designate the committee chair and vice chair.
Section 7.02 Committee Membership
Each committee consists of not less than three and usually not more than five Trustees, appointed by the Chair of the Board. The Chair of the Board also designates the chair and vice chair of each committee. Each committee will then meet upon the call of its chair. A Trustee Emeritus may be appointed as a member of a committee with the consent of the Emeritus Trustee. A Trustee Emeritus may attend committee meetings and participate in discussion but may not vote or serve as the chair or vice chair of a committee.
After the Board elects its Chair for a term of two years, the new Chair will, within thirty days thereafter, appoint the memberships of the standing committees of the Board. The President of the University and the Chair of the Board of Trustees are non-voting members of each committee.
Section 7.03 Committee Meetings
Committee meetings for quarterly Board meetings are typically held the day prior to or the day of quarterly Board meetings on a schedule set by the Chair. Committees are not required to meet when there is no need to have a meeting. Committee meetings may be set by the Chair at such other times as needed. The Executive Secretary shall notify Trustees, Trustees Emeriti, the media, and other persons as appropriate of these dates. Once committee meeting dates have been established, they may be changed only with the approval of the Chair of the Board of Trustees. After each committee meeting, the Executive Secretary will prepare a draft of the minutes for approval at the next meeting.
The President is the chief executive officer of the institution. The President shall be appointed by a majority of the board and shall serve at the pleasure of the board pursuant to the terms of any employment agreement approved by the Board. The President shall be responsible for the supervision and management of the institution, for the duties and authority delegated under this Manual, and for implementing the policies of the Board.
The Board Manual may be amended at any meeting of the Board by an affirmative vote of nine (9) members of the Board provided, however, that no proposal to amend or add to these may be considered by the Board at any meeting unless filed with the Executive Secretary and a copy thereof forwarded by the Executive Secretary to each member of the Board, along with written notice of such meeting, at least five days in advance unless waived by unanimous consent.
The Executive Secretary, after consultation with the General Counsel, and approval of the Chair, may make non-substantive updates to the Manual and correct scrivener’s errors and update membership lists and similar matters, provided that the updates are provided to the Board prior to publication.
The Clemson University Board of Trustees Manual will be reviewed every three (3) years by a committee of Trustees appointed by the Chair and on a case-by-case basis as determined by the Chair.
Section 10.01 Conflict of Interest
In the performance of their duties Trustees shall abide by applicable ethics laws and the Conflict-of-Interest Policy found in Part II Bylaws, Appendix C.
Section. 10.02 <<HELD – If Needed>>
TRUSTEE REMOVAL PROCESS
A Trustee who fails to perform the duties set forth in the will of Thomas Green Clemson, the South Carolina Code of Laws or the Trustee Manual may be removed from the Board, but only after due process has been afforded.
Since there are two distinct processes for being appointed to the Board of Trustees, there are also two distinct procedures for removal. Amendment of the process for removal of a Successor Trustee shall be determined by the Successor Trustees and is not subject to Article IX of the Bylaws.
Successor Members
A Successor Trustee may only be removed by action of the other Successor Trustees. In the event four Successor Trustees believe that another Successor Trustee has failed to properly perform the duties required of all Trustees, the four shall present their concerns to the Successor Trustee with the longest continuing service (“Senior Successor Trustee”), exclusive of the Successor Trustee whose actions are in question. In the event two or more Successor Trustees have equal years of service, the Senior Successor Trustee shall be deemed the Successor Trustee whose last name appears first in alphabetical order. The Senior Successor Trustee shall convene a meeting of the Successor Trustees to hear the allegations and to render a decision. The Successor Trustee whose failure has been alleged shall have the right to be notified seven days in advance of the meeting and shall have the right to present evidence in the Successor Trustee’s own defense. The Senior Successor Trustee shall establish procedural guidelines for the meeting, but in no event shall any attorney be permitted to attend the meeting for the purpose of representing any party involved. Once all evidence has been presented, the Successor Trustee in question will leave the meeting and the remaining Successor Trustees will deliberate and vote by secret ballot. In the event five Successor Trustees vote to remove the Successor Trustee, then the Successor Trustee’s service on the Clemson University Board of Trustees shall be terminated. An action to remove a Successor Trustee shall be effective immediately, unless otherwise specified at the time the action is taken.
Elected Members
A Trustee elected to the Board by the South Carolina General Assembly may only be removed by action of the General Assembly. In the event four Elected Trustees believe that another Elected Trustee has failed to properly perform the duties required of all Trustees, the four shall present their concerns to the Chair of the Board of Trustees. The Chair shall promptly convey those concerns to the President Pro Tempore of the Senate and the Speaker of the House of Representatives. The General Assembly shall follow such procedures as it deems appropriate in evaluating the concerns presented.
DUTIES of STANDING COMMITTEES
The duties of each standing committee are set forth below.
The Agriculture and Natural Resources Committee shall consider and recommend policies governing the College of Agriculture, Forestry, and Life Sciences and of the Public Service Activities of the University. The principal liaison to the Committee shall be the head of Clemson Public Service and Agriculture.
The duties of the Agriculture & Natural Resources Committee include:
The Mission of the Board of Trustees Compensation Committee is to ensure Clemson University’s compensation policy is market-level competitive, supports achievement of top 20 status, maintains R1 Carnegie classification, and continues excellence in the University’s athletic programs. Such policy must apply to all employees of the University. The Board has delegated administrative authority to Clemson University’s President, Chief Human Resources Officer, and Executive Leadership Team to implement the policy. Further, the Board expects Clemson University's compensation policy and implementation procedures to be consistent, driven by budgetary constraints and good fiscal stewardship, tied directly to employee performance that is linked to objective standards, and targeted at competitive market levels for similar jobs in local, state, regional, or national markets as appropriate.
The Compensation Committee is responsible for ensuring compliance and consistent application of the compensation policy and reviewing and approving exceptions when appropriate.
Specific responsibilities of the Committee include:
Total annual taxable compensation typically refers to recurring base and supplemental compensation. Overloads, incentive compensation, summer pay, non-recurring pay, and dual employment are excluded.
The composition of the Compensation Committee shall be the Chair of the Board of Trustees, the past chair of the Board of Trustees, and three members appointed by the Chair of the Board. If the past chair is an emeritus trustee, the Chair of the Board will appoint four members. The composition of the committee is intended to be small so that it may remain flexible and respond promptly to needs of the administration. The administrative liaison shall be the Chief Human Resources Officer.
Table A
Committee Approval Required for Compensation Actions for the following Senior Executive Positions
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Reporting Level |
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A- Board Reports |
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B- Executive Vice Presidents, Vice Presidents, Chiefs, Directors, and other Senior Executives who report directly to the President and/or serves as a member of the Executive Leadership Team (ELT) |
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C – Deans and other Senior Executives who report directly to the Provost |
The Educational Policy Committee shall consider and recommend policies governing the educational activities of the University.
The principal liaison to the Committee shall be the Executive Vice President for Academic Affairs and Provost.
The duties of the Educational Policy Committee include:
The Executive & Audit Committee is composed of the Chair of the Board and the chairs of the standing committees. The Chair of the Board is Chair of the Executive & Audit Committee. The Executive & Audit Committee shall meet at the call of the Chair.
The principal liaisons to the Executive & Audit Committee are the President and the Executive Secretary.
The primary purpose of the Executive & Audit Committee is to assist the Board of Trustees of Clemson University in discharging its responsibility relative to monitoring the University’s system of internal control, accounting policies, and financial reporting procedures. The Committee serves as the focal point of communication between the Board of Trustees, outside auditors, the Internal Auditor, and state, and federal agency auditors.
The duties of the Executive and Audit Committee include:
The Finance & Facilities Committee shall consider and recommend policies and procedures governing all aspects of the University’s budgeting, financing, expenditures, financial reporting, construction and maintenance facilities, and acquisition and disposal of capital assets, and Human Resources. The Committee maintains authority to establish policy direction of the investment of university funds.
The principal liaison to the Committee shall be the Executive Vice President and Chief Operating Officer.
The duties of the Finance & Facilities Committee include:
The Institutional Advancement Committee shall consider and recommend policies to govern fund-raising activities of the University and shall maintain continuous policy review over the public affairs, public relations, and alumni relations activities of the University.
The principal liaison to the Committee shall be the Vice President for Advancement. The duties of the Institutional Advancement Committee include:
The Research and Economic Development Committee shall consider and recommend policies to support the research mission of Clemson University. These policies adopted shall foster the growth of research both in quality and quantity.
The principal liaison to the Committee shall be the University’s Senior Vice President for Research, Scholarship and Creative Endeavors and the Senior Vice President for External Affairs and Senior Advisor to the Board of Trustees.
Members of the Research and Economic Development Committee shall be appointed by the Chair of the Board.
The duties of the Research and Economic Development Committee include:
The Student Affairs Committee shall consider and recommend policies related to student development programs and services for students and related constituent groups.
The principal liaison to the Committee shall be the Vice President for Student Affairs and Dean of Students.
The duties of the Student Affairs Committee include:
The Trustees of Clemson University strive to adhere to the highest standards of ethics in the discharge of their individual and collective responsibilities. To ensure that these standards are met, the Board has adopted this Policy to provide guidance to individual Trustees in their activities related to their service on the Board.
Trustees of Clemson University are "public officials" as that term is defined in the South Carolina Ethics Act. As public officials, all Trustees are required to conform to the provisions of this Act. The rules of conduct set forth in the Act state that no public official may knowingly use his or her public office to obtain an economic interest for [a] the public official, [b] a member of the public official's immediate family, [c] an individual with whom the public official is associated, or [d] a business with which the public official is associated. The Act also states that a public official may not use his or her public office to influence a governmental decision in which [a] the public official, [b] a member of the public official's immediate family, [c] an individual with whom the public official is associated, or [d] a business with which the public official is associated has any economic interest. Finally, the Act prohibits a public official from accepting, asking, soliciting or agreeing to receive anything of value from another person in exchange for taking or withholding any official action. See, S. C. Statutes Annotated, Sections 8-13-700, et seq.
The Board recognizes that if any affiliation in a profession or with an organization that touches on some aspect of the University's activities were to be considered an exclusion from service on the Board, the University would lose the benefit of the contributions of time, talent and energy from a number of qualified individuals.
The Board provides the following guidelines to Trustees with regard to the appropriate disclosure and management of any potential conflict of interest.
April 2024
