R602, Bylaws of the Utah Higher Education Assistance Authority Board of Directors

R602-1. Purpose: To provide bylaws for the Utah Higher Education Assistance Authority Board of Directors.

R602-2. References

2.1. Utah Code Title 53B, Chapter 12 (Higher Education Assistance Authority)

2.2. Policy and Procedures R601, Board of Directors of the Utah Higher Education Assistance Authority

2.3. Policy and Procedures R565, Audit Review Subcommittee

2.4. Policy and Procedures R567, Internal Audit Program

R602-3. Policy

3.1. Article I: Objectives and Purposes

3.1.1. Separation of functions: In order to carry out the obligation of separation of functions required by Section 53B-12-102 of the 1953 Utah Code Annotated, the Board of Higher Education (SBR) has adopted its Policy R601, herein incorporated by reference. Policy R601 establishes the Board of Directors for the Utah Higher Education Assistance Authority (UHEAA), the members of which are appointed by and serve at the pleasure of the Board of Higher Education, to exercise delegated responsibility for oversight and governance of the student financial aid programs on behalf of the Board of Higher Education.

3.1.2. Name of the Board: The name of the Board shall be the Utah Higher Education Assistance Authority (UHEAA) Board of Directors (the Board).

3.2. Article II: Meetings and Procedures

3.2.1. Meetings: The Board shall annually establish a published schedule of regular meetings for the following fiscal year, to include at least one meeting in each quarter of the year. The Board shall meet as needed at additional times, at the call of the Chair or at the request of a majority of the Board members. Meeting times and locations shall be published, and meetings shall be conducted, in accordance with notification and open meetings provisions of Utah law. The Board may meet in executive session under the conditions and for the purposes authorized by the Utah Open and Public Meetings Act (Utah Code Title 52, Chapter 4), provided that all resolutions, rules, regulations, contract approvals, appropriations, and other actions taken shall be taken in open session.

3.2.2. Quorum: A majority of the membership of the Board or any standing committee of the Board shall constitute a quorum. A quorum of the Board or any standing committee shall be present at any meeting at which official actions are taken. Official actions shall be determined by a majority vote of the members present. Members may participate in a meeting of the Board or a committee or subcommittee of the Board by means of telecommunications. Members who participate by telecommunications may be counted in the quorum necessary to conduct and transact Board or committee/subcommittee business. Such participation does not alter the requirements of notice, open and public meetings, and other applicable rules of the Board. To hold an electronic meeting, the Board must establish one or more “anchor locations,” at least one of which is in the building and city where the Board normally would meet, and where there is adequate space and facilities for interested persons and the public to attend and monitor the open portions of the meeting.

3.2.3. Proxy Voting: Members of the Board may not vote by proxy.

3.2.4. Conduct of Meetings: The order of business and the conduct of meetings of the Board and of standing committees shall be in accord with normal parliamentary procedure.

3.3. Article III: Officers

3.3.1. Officers: The officers of the Board consist of the Chair, the Vice Chair, the Executive Director, the Secretary, and the Treasurer.

3.3.2. Chair: The Chair shall be designated by the Chair of the SBR, shall preside at all meetings of the Board, and shall determine or approve the agenda for such meetings. The Chair may establish special committees as needed to achieve the Board’s objectives. In the event the Chair and Vice Chair are unable to attend a meeting, the Chair shall designate a member of the Board to conduct the meeting.

3.3.3. Vice Chair: The Vice Chair shall be designated by the Chair, and shall perform the functions of the Chair in the Chair’s absence and perform other functions as requested by the Chair.

3.3.4. Executive Director: The Executive Director shall be the Associate Commissioner for Student Financial Aid appointed by the Utah Commissioner of Higher Education. The Executive Director shall be the Chief Executive Officer of the staff division of the Office of the Commissioner of Higher Education designated as UHEAA, and shall perform in that capacity subject to general direction by the Commissioner and any specific decisions and instructions from the UHEAA Board within its powers delegated from the SBR in Section 3.6 of Policy R601. The Executive Director, in consultation with the Commissioner of Higher Education, shall appoint, organize, direct, and supervise UHEAA staff.

3.3.5. Secretary: The Secretary shall be a UHEAA executive designated by the Executive Director. The Secretary shall be responsible for ensuring that a record of all proceedings of the Board is kept, and that adequate notice of all meetings is provided.

3.3.6. Treasurer: The Treasurer shall be a UHEAA executive designated by the Executive Director and shall be the Chief Financial Officer for all funds managed by UHEAA. The Treasurer shall maintain accounts, process receipts and disbursements, and prepare financial statements and other appropriate financial reports for such funds, and shall serve as the Public Treasurer for the Funds pursuant to the Utah Money Management Act, and SBR Policy R541, Management and Reporting of Institutional Investments.

3.4. Article IV: Fiscal Year: The fiscal year of the Board shall begin on July 1 of each year and shall end on June 30 of each year.

3.5. Article V: Standing Committees and Subcommittee

3.5.1. Student Finance Subcommittee of the SBR Finance, Facilities, and Accountability Committee: Pursuant to Section 3.6.4 of SBR Policy R601, the Board shall elect from its membership a Student Finance Subcommittee and shall designate a Chair from the Subcommittee membership. The Committee shall constitute the Student Finance Subcommittee of the SBR Finance, Facilities, and Accountability Committee and shall be directly responsible, reporting directly to the Board of Higher Education through its Finance, Facilities, and Accountability Committee, for oversight and advice regarding bond issues and other financing arrangements for the Board of Higher Education Loan Purchase Program. (LPP).

3.5.2. Audit Committee Membership: The Board Chair shall appoint  at least three members of the Board who are not employees of the Office of the Commissioner of Higher Education (OCHE) to constitute the UHEAA Audit Committee, and shall designate one of the Committee members to serve as its Chair. Members of the Committee shall serve at the pleasure of the Board Chair. At least one member of the Committee shall be a person with substantial chief financial officer or partner-level public auditing experience. However, if no such person is a member of the Board, the Board Chair may appoint as one of the Audit Committee members an individual who is not a member of the Board but possesses such qualification. Meetings: The Committee shall convene at the call of its Chair, with sufficient frequency to carry out effectively its assigned responsibilities. Proactive Oversight: The Committee shall be responsible to seek and review appropriate information as necessary to provide oversight to the financial and accounting transactions of UHEAA and my529; to monitor, assess, and analyze organizational and financial risks and controls; and to confirm compliance with applicable laws, regulations, policies, and procedures. Review Audits: The Committee shall receive and review annual audited financial statements and management letters, internal and external audits, and program reviews applicable to UHEAA and my529 programs and Funds, and may request additional information and reports from the Executive Director or Treasurer or the performance of specific internal or external audits. Review Standards: In reviewing such statements, audits, and other reports, the Committee is charged to pay particular attention to adequacy of internal controls, to any issues regarding appropriate classification of financial transactions in accounting reports, to any findings regarding compliance with applicable legal and regulatory requirements, to any findings requiring specific corrective actions, and to financial trends or issues with implications for the longer-range solvency and health of the funds. Conflicts of Interest: The Committee shall pay specific attention to prevention of conflicts of interest or actions by officers or staff members of UHEAA to obtain personal benefit or advantage from information or authority related to their positions (other than compensation authorized from the budgets of the organization). SBR Guidelines: Absent applicable law or policy to the contrary, the Audit Committee may be guided in its powers and responsibilities by comparable provisions of Board of Higher Education Policies, including, but not limited to, R565, Audit Review Subcommittee; and R567, Internal Audit Program. Report to Board of Directors: The Committee shall report regularly to the Board regarding its activities, findings, and any concerns. Committee Relationship to UHEAA Internal Auditor: The UHEAA Internal Auditor reports to the Director of Central Services, but the Audit Committee Chair may consult directly with the Internal Auditor at any time, and the Committee may meet in executive session with the Internal Auditor as provided for in Section 3.5.2. The Chair of the Audit Committee, after appropriate consultations with Committee members, shall participate with staff in periodic performance evaluations of the Internal Auditor, and in any recruitment activities for Internal Audit staff members.

3.5.3. Executive Committee Composition: The Executive Committee shall be composed of the Board Chair and Vice Chair, the immediate past Chair of the Board if still serving on the Board, the chair of the Audit Committee, and one Committee Member at Large appointed by the Board Chair. Authority: The Executive Committee shall have the full authority of the UHEAA Board of Directors to act upon routine matters during the interim between Board meetings, but shall act upon non-routine matters only under extraordinary and emergency circumstances. Actions of the Executive Committee shall be reported to the Board of Directors at its next regular meeting following such actions.

3.5.4. Annual Operating Budgets: The Board will convene as a Committee of the Whole to consider and act on annual (fiscal year) operating budgets.

3.5.5. Definition of Committee Roles: The Board Chair may, from time to time, define or redefine the role and responsibilities of, and may make specific assignments to, a standing committee of the Board.

Adopted April 3, 2003, amended January 13, 2004 and March 29, 2019.