State Codes and Statutes

Statutes > Connecticut > Title10a > Chap187a > Sec10a-203

      Sec. 10a-203. (Formerly Sec. 10-360). Board of directors. (a) Said corporation shall be governed and all of its corporate powers exercised by a board of directors which shall consist of fourteen members, as follows: The chairperson of the Board of Governors of Higher Education and the Commissioner of Higher Education; six public members appointed by the Governor, at least one of whom shall represent an eligible institution of higher education, at least one of whom shall be a person having a favorable reputation for skill, knowledge and experience in management of a private company or lending institution at least as large as the corporation and all of whom shall be electors of this state; one public member appointed by the board of directors, who shall have, through education or experience, an understanding of relevant accounting principles and practices, financial statements and audit committee functions and knowledge of internal controls, who shall be an elector of this state; four members with knowledge of business or finance, one each appointed by the speaker of the House of Representatives, the minority leader of the House of Representatives, the president pro tempore of the Senate and the minority leader of the Senate; and the State Treasurer or, if so designated by the State Treasurer, the Deputy State Treasurer appointed pursuant to section 3-12. Those members who are appointed by the Governor and by the board of directors shall serve for terms of four years each from July first in the year of their appointment and until their successors have been appointed. Those members who are appointed by the speaker of the House of Representatives, the minority leader of the House of Representatives, the president pro tempore of the Senate and the minority leader of the Senate shall be appointed for terms of two years from January fifteenth in the year of their appointment. The term of each appointed member of the board shall be coterminous with the term of the appointing authority or until a successor is chosen, whichever is later. The board of directors shall elect, from its own members each year, a chairperson and a vice-chairperson who shall serve for terms of one year and who shall be eligible for reelection for successive terms. Vacancies shall be filled for the unexpired term in the same manner as original appointments. Directors shall receive no compensation for their services but shall be reimbursed for expenses actually and necessarily incurred by them in the performance of their duties under this chapter. Any member may designate in writing to the chairperson of the board of directors a representative to act in the place of such member at a meeting or meetings, with all rights and obligations at such meeting as the member represented would have had at the meeting.

      (b) The board of directors shall provide for the holding of regular and special meetings. A majority of the directors shall constitute a quorum for the transaction of any business and, unless a greater number is required by the bylaws of the corporation, the act of a majority of the directors present at any meeting shall be deemed the act of the board. Any appointed member who fails to attend three consecutive meetings or who fails to attend more than fifty per cent of all meetings held during any calendar year shall be deemed to have resigned from office.

      (c) The board of directors shall adopt bylaws for the corporation and may appoint such officers and employees as it deems advisable and may fix their compensation and prescribe their duties.

      (d) The board of directors may elect an executive committee of not less than five members who, in intervals between meetings of the board, may transact such business of the corporation as the board may from time to time authorize. Unless otherwise provided by the bylaws of the corporation, a majority of the whole of such committee attending shall constitute a quorum for the transaction of any business and the act of a majority of the members of the executive committee present at any meeting thereof shall be the act of such committee. No public member of the board shall serve more than three consecutive full terms which commence on or after July 1, 1984.

      (February, 1965, P.A. 491, S. 3; 1967, P.A. 3, S. 3, 4; 1969, P.A. 660, S. 3; P.A. 73-180, S. 1, 2, 4; P.A. 74-157, S. 1- 3; P.A. 77-573, S. 24, 30; P.A. 83-587, S. 24, 96; P.A. 84-381, S. 1, 12; P.A. 85-302, S. 1, 3; 85-492, S. 1, 2; P.A. 87-74, S. 1, 2; 87-306, S. 3; P.A. 92-126, S. 45, 48; P.A. 93-201, S. 1, 24; P.A. 00-220, S. 27, 43; P.A. 01-173, S. 40, 67; P.A. 05-184, S. 2; P.A. 06-196, S. 79; P.A. 07-109, S. 6; P.A. 08-116, S. 6; 08-149, S. 1.)

      History: 1967 act amended Subsec. (a) making chairman and chief administrative officer of commission for higher education regular members rather than ex-officio members and deleting provisions referring to initial appointments of members and amended Subsec. (e) to allow membership increase to 13; 1969 act allowed chairman and chief administrative officer to appoint representatives to serve in their places; P.A. 73-180 clarified circumstances under which representatives may serve in chairman's or chief administrative officer's stead in Subsec. (a) and amended Subsec. (e) to specify that increased membership is not temporary and to provide for filling vacancies; P.A. 74-157 clarified that members serve until successors have been appointed in Subsecs. (a) and (e); P.A. 77-573 replaced commission for higher education with board of higher education; Sec. 10-360 transferred to Sec. 10a-203 in 1983 pursuant to reorganization of higher education system; P.A. 83-587 replaced reference to board of higher education and its chief administrative officer with references to board of governors and higher education commissioner in Subsec. (a); P.A. 84-381 amended Subsec. (a) to increase overall membership on board from 11 to 13 by adding two public members, to include a financial aid officer and a person "having skill, knowledge and experience in management...", to specify that minority leaders of house and senate shall each appoint one member and to require that terms of members appointed after July 1, 1984, shall be coterminous with the appointing authority, added a provision to Subsec. (b) which would remove from office any appointed member who failed to attend a stipulated number of meetings and deleted former Subsec. (e) re increasing board membership to 13 and added provision in Subsec. (d) re restriction on number of terms a public member may serve; P.A. 85-302 amended Subsec. (a) to change commencing date of terms of legislative appointees from July first to January fifteenth in the year of their appointment and to provide for continuation of term until a successor is chosen; P.A. 85-492 increased membership on board from 13 to 15 by adding two nonvoting student members, one from a public and one from a private institution of higher education in the state, one student to be appointed by the president pro tempore of the senate and one by the speaker of the house, with student members serving one year terms commencing July first preceding the start of the third or fourth year of their academic program; P.A. 87-74 amended Subsec. (a) to make the student members voting members; P.A. 87-306 deleted the provision that no person serve as a director after the last day of December in the year in which he is 70 years of age; P.A. 92-126 amended Subsec. (a) to reduce the membership from 15 to 13 by removing two student members; P.A. 93-201 amended Subsec. (b) to change the provision on nonattendance of meetings from 50% to "more than" 50% of all meetings, effective July 1, 1993; P.A. 00-220 amended Subsec. (a) by adding provision allowing any member to designate a representative and removing language that only provided such option to the chairman of the Board of Governors and the Commissioner of Higher Education, effective July 1, 2000; P.A. 01-173 amended Subsec. (a) to make technical changes for purposes of gender neutrality, effective July 1, 2001; P.A. 05-184 amended Subsec. (a) by increasing the board members from 13 to 14, adding a public member appointed by the board, making the term for such member four years and making technical changes, effective July 1, 2005; P.A. 06-196 made technical changes in Subsec. (a), effective June 7, 2006; P.A. 07-109 amended Subsec. (a) to add State Treasurer or Deputy State Treasurer as fifteenth member of board, effective July 1, 2007; P.A. 08-116 made a technical change in Subsec. (a), effective May 27, 2008; P.A. 08-149 amended Subsec. (a) to reduce board to 14 members, to reduce public members appointed by Governor to 6, one of whom represents an eligible institution of higher education rather than being a financial aid officer, and to change requirement that 4 members be from General Assembly to requirement that members have knowledge of business or finance, effective July 1, 2008.