Rules of procedure for the Board of SDU

Section 1.

The Board conducts its business in meetings. Routine matters can, however, be decided by written procedure if all the members of the board agree to this. The Board’s meetings are public. However, matters may also be handled behind closed doors if considered necessary due to the nature of the matter concerned or the circumstances in general. Matters that must be handled behind closed doors include all matters concerning staff grievances including information about contract negotiations with private individuals or similar negotiations with public sector partners; and matters covered by legal provisions concerning confidentiality in public administration. Meeting material, including agreed minutes, etc., are publicly available, unless they are confidential and exempt from public disclosure in accordance with the general administrative law rules on this.

Subsection 2. The Rector, Pro-Rector and the University Director participate in the Board’s meetings.

Subsection 3. The University Director acts as the secretary of the Board and, to fulfil this role, can convene a keeper of the minutes who participates in the Board’s meetings.

Section 2.

The Board must meet at least twice a semester. In addition to the ordinary meetings, the chair may convene extraordinary meetings. Subsection 2. The chair must convene a meeting when at least two members of the Board request this in writing and state the agenda. In that case, the meeting must, to the extent possible, be held 14 days after the secretary/chair receives the request.

Section 3.

If a member is prevented from attending a meeting of the Board, this must be notified to the Rector or a person appointed by the Rector before the meeting is held. The agreed minutes of each meeting must state which members were absent.

Section 4.

If a member has submitted a written request for consideration of a matter no later than 14 days before an ordinary meeting, the chair shall include this matter on the agenda for the next meeting.

Subsection 2. No later than 6 days before the holding of an ordinary meeting, the chair must send an agenda to each board member. The agenda must also be published in accordance with the board's further determination. The agenda must clearly state which matters are public and which matters are dealt with behind closed doors.

Subsection 3. When a matter is included on the agenda for an ordinary meeting, the necessary material for the assessment of the matter – unless it has been sent to the members beforehand – must be available in the Rector’s Office no later than 8 working days before the meeting. A list of the matters must be submitted at the same time.

Subsection 4. When convening extraordinary meetings, the chair shall, to the extent possible, inform the members of the matters to be dealt with at the meeting.

Section 5.

The Board forms a quorum when at least half of the members are present.

Subsection 2. The chair, and in his or her absence, the deputy chair, leads the meetings of the Board. The chair decides on all matters concerning the conduct of the discussions and the maintenance of order during the meeting. In addition, the chair formulates the proposals on which to vote.

Subsection 3. Members of the Board who wish to take the floor shall address the chair, who will give the floor to the individual in the order in which it is requested. If several members request the floor at the same time, the chair will decide the order.

Subsection 4. During the discussions, all proposals are addressed to the chair. When the chair deems it necessary, or when requested by at least three members, it shall be decided by vote whether a discussion is to be concluded.

Subsection 5. The chair may allow questions which, according to the rules of procedure are to be decided by him/her, to be decided by the Board.

Section 6.

The matters are considered in the order decided by the chair, and consequently the chair may deviate from the order of the agenda. When at least three members request a vote on this, the Board will decide the order in which the matters are considered.

Subsection 2. At the beginning of a meeting, any member of the Board may request the floor regarding the agenda, including ask questions about transferring matters from closed-door consideration to public consideration and vice versa.

Section 7.

Routine matters that may be decided upon in writing according to Section 1 will be sent by the chair or a person appointed by him/her to each of the members, stating the deadline for their reply. In their reply, any member may request that the matter be considered at a meeting. In that case, the chair will arrange for it to be included on the agenda at the next ordinary meeting.

Section 8.

At the beginning of each meeting, the chair will state whether the Board has been duly convened.

Subsection 2. Decisions can only be made on matters that are included as independent items on the published agenda.

Subsection 3. If important for the consideration of a matter, the chair may invite third parties to join the meetings and make statements or participate in the discussions without the right to vote.

Section 9.

At the chair’s discretion, voting shall take place by a show of hands or by roll call. If desirable due to special considerations, voting may take place in writing on ballot papers issued by the chair. If the chair considers the outcome of a vote to be a given in advance, (s)he may simply state his or her opinion of the outcome of the vote. If no member subsequently requests a vote, the chair may declare the matter settled in accordance with the opinion (s)he has expressed.

Subsection 2. Decisions are made by simple majority vote among the members present, unless otherwise stipulated in accordance with the rules under which the University operates. In the event of a tie, the chair’s vote is decisive.

Subsection 3. Proposals which have received more than half of the votes cast are adopted. If more than two main proposals have been made, the chair shall decide whether the vote is to be taken by a relative majority, so that the proposal which has received the most votes is adopted, or whether the vote is to be taken in several rounds, so the most far-reaching proposal is put to the vote first. The latter approach is used if the proposals made are formulated as main proposals, amendments thereto and any sub-amendments. The chair shall decide the order of votes on the amendments, but in such a way that the vote on them is always completed before the vote on the main proposal.

Subsection 4. If requested by at least 1/3 of the members of the board, the chair shall allow the questions referred to in Subsection 3 concerning the method of voting and the order of voting to be decided by the Board.

Section 10.

Prior to the appointment of committees, the Board will, by majority vote, decide on the committee’s terms of reference and size as well as on the convening of the initial board meeting.

Subsection 2. The committee shall – unless otherwise decided by the Board – elect its own chair and submit a written report. Subsection 3. Committees are considered to be dissolved when the terms of reference are fulfilled or by the Board’s decision.

Section 11.

A member of the board is excluded from participating in discussions and voting on matters in which the person in question has a private interest, as per the general rules on impartiality.

Subsection 2. The member must inform the Board of circumstances that cause or may give rise to a presumption of conflict of interest. If at all possible, notification of this must be given to the chair before the meeting. The Board will then decide whether the member in question must step aside. A member is not precluded from voting on his or her impartiality.

Section 12.

The Board’s decisions are recorded in agreed minutes, which are sent out as a draft to the members as soon as possible after the meeting. The goal is to send out the minutes as soon as possible after the meeting is held. After a consultation among the members, the minutes are approved. The minutes will be signed at the next board meeting. The minutes are sent out and published on the manner stated in Section 4 (2).

Subsection 2. Any of the members as well as any third parties convened in accordance with Section 8 (3), may demand that views which deviate from the discussions be included in the minutes. A request to this effect must be made at the meeting. In matters which are to be forwarded to another authority, the members may also request that said authority be made aware of the contents of the minutes when forwarding the matter, as they have the right to have it accompanied by a statement of reasons.

Subsection 3. The minutes must also contain information about which members were present at the beginning of the meeting and the discussion of the individual items, as well as about the decisions made for each item on the agenda and the result of any vote stating the individual members’ voting.

Section 13.

The Rector is responsible for handling the matters that have been considered by the Board. All inquiries to authorities outside the institution are forwarded by the Rector.

Section 14.

Any member is obliged to comply with the chair’s decision regarding the understanding of the provisions of the rules of procedure. If requested by three members, the chair’s decision shall be put to the vote.