Rules of procedure for the University Board

Section 1.-(1) The board has a total of eleven members, cf. section 14(1) of the by-laws.

Subsection (2) Cf. section 14(2) of the by-laws, the board elects a vice-chair from among its external members. In the event of the chair’s absence, the vice-chair assumes the functions conferred on the chair of the board, cf. the rules of procedure.

Subsection (3) The rector, pro-rector(s) and the university director participate in the board’s meetings without voting rights.

Subsection (4) The board may allow non-members to participate in board meetings to an extent to be more precisely specified.

Section 2.-(1) Deputy chairs are normally elected to a four-year term or for the remainder of the chair of the board’s term.

Subsection (2) If the vice-chair resigns from the board, a new vice-chair is elected.

Section 3.-(1) The board conducts its business at meetings, cf. however section 5. Prior to the start of each semester, the board decides on a meeting schedule. The schedule is published on the university website or in another suitable manner.

Subsection (2) The chair of the board plans the meetings together with the rector. The chair of the board distributes an agenda or a notice cancelling the meeting to the members, as far as possible ten working days prior to each ordinary meeting. At the same time, the agenda or the cancellation is published on the university’s website or in another suitable manner.

Subsection (3) If, no later than one week prior to an ordinary meeting, a member requests that a matter be considered, the chair of the board includes the matter as an item on the agenda for the meeting in question.

Subsection (4) The chair of the board ensures that the information required to consider the matters at hand is provided to the members.

Section 4.-(1) Extraordinary meetings are held when the chair of the board finds it necessary. Extraordinary meetings must also be held if so requested by one-third of the members of the board.

Subsection (2) Invitations to extraordinary meetings must be sent at least 24 hours in advance. The items on the agenda must be stated in the invitation, along with the information members need to consider the matters at hand.

Section 5.-(1) If all members agree, routine matters for decision may be considered in writing without holding a meeting. A proposal for decision with the information required for the consideration of the matter for decision is distributed as a basis for consideration. The members must indicate whether they can accept the procedure for the consideration of the matter and if so, whether they agree with the proposed decision.

Section 6.-(1) The board’s meetings are public, cf. section 19(1) of the by-laws. However, business may be conducted behind closed doors if this is considered necessary in light of the nature of the matters for consideration or the circumstances in general. All sensitive matters involving individuals, matters involving information pertaining to contract negotiations with private individuals or equivalent negotiations with public-sector partners, and matters covered by legal provisions concerning confidentiality in public administration, must be considered behind closed doors.

Subsection (2) The material distributed to the board for each meeting, including agendas and minutes, must made publicly available – subject to applicable legal provisions.

Subsection (3) Matters covered by legal provisions pertaining to confidentiality in public administration must not be made public. A document or piece of information pertaining to a confidential matter must, however, be made publicly available in accordance with subsection (1), provided the document or piece of information is not confidential in its own right.

Subsection (4) Sensitive matters involving individuals and matters involving information pertaining to contract negotiations with private individuals or equivalent negotiations with public-sector partners may be exempt from the requirement that documents relating to board meetings must be made publicly available if the nature of the matter concerned or the circumstances in general render this necessary. A document or piece of information pertaining to a matter covered by the first sentence must be made publicly available pursuant to subsection (1), unless disclosing it would fundamentally conflict with the reasons for confidentiality under that first sentence, cf. section 19(4) of the by-laws.

Subsection (5) Matters, including documents and information pertaining to these matters, which are considered behind closed doors, cf. subsection (1), second sentence, may be exempted from the requirement that board meeting material must be made publicly available if it is found that the nature of the matter concerned or the circumstances in general render this absolutely necessary.

Subsection (6) By agreement with the chair of the board, the rector makes information concerning the work and decisions of the board publicly available.

Subsection (7) Meeting participants and observers have a duty of non-disclosure regarding confidential matters on the authority of the Danish Public Administration Act (Forvaltningsloven).

Section 7.-(1) A quorum exists when at least half of the board’s members are present.

Subsection (2) Board meetings are chaired by the chair of the board.

Subsection (3) Matters on the agenda are considered at meetings in the order in which they are listed on the agenda. The board may decide to include new items in the agenda, and it may decide to deviate from the original order set out in the agenda.

Section 8.-(1) The board’s decisions are carried by a simple majority of votes. In the event of parity of votes, the chair of the board’s vote is decisive.

Section 9.-(1) The members have an obligation to attend the board’s meetings.

Subsection (2) Members who are unable to attend a meeting must notify the chair thereof before the meeting.

Section 10.-(1) A member must notify the chair of the board if there are circumstances that could bring into question the member’s competence to act. Such notification must as far as possible be provided before the meeting.

Subsection (2) The board decides whether the member may participate in the consideration of the matter in question. If the member cannot participate in the consideration of the matter and a substitute has been elected for the member, the chair of the board calls in the substitute to participate in the consideration of the matter.

Section 11.-(1) The board’s decisions are recorded in resolution minutes which are submitted for approval at the next meeting. Any member who disagrees with a decision may demand that a brief summary of his or her opinion be entered in the minutes.

Subsection (2) The rector executes the board’s decisions.

Subsection (3) Approved minutes from meetings of the board are published on the university’s website providing that the decisions are not subject to confidentiality, cf. section 6(2).

Section 12.-(1) Any questions concerning the interpretation of the rules of procedure are to be settled by the board.

Section 13.-(1) These rules of procedure enter into force when approved by the board. Any decisions to amend the rules of procedure can be carried by a simple majority of votes by the board, where such proposed amendment has been submitted no later than fourteen days prior to the meeting at which it is to be considered.