AARHUS UNIVERSITY

Rules of Procedure for the University Board

AU-2003-010-007

Determined in accordance with the Rules and Regulations for Aarhus University, Article 11, Section 7.

Number of members, constitution, etc.

Article 1.       The Board shall consist of a total of eleven members, cf. Article 6 of the Rules and Regulations.

Section 2.      The Board shall elect a chairman and a substitute for the chairman among the external members, cf . Article 6, Section 2. In the chairman’s absence, the substitute shall take over the functions assigned to the chairman.

Section 3.      The rector, pro-rector(s) and the director of administration shall attend Board meetings without voting rights.

Section 4.      The Board can also permit non-members to attend Board meetings to a more closely defined extent.

Article 2.      The chairman and substitute shall be elected for four years at a time, calculated from 1 February.

Section 2.      If the chairman or substitute are prevented from attending, new elections shall be held for the remainder of the four-year period.

Ordinary and extraordinary meetings, consideration in writing

Article 3.      The Board shall perform its activities in meetings, cf. Article 5. Prior to each term, the Board shall set out a meeting schedule.The meeting schedule shall be announced on the university’s website or by other suitable means.

Section 2.      The chairman shall plan the meetings in collaboration with the rector.Ten working days prior to each ordinary meeting day, to the extent possible, the chairman shall send an agenda or notice of cancellation to members.The agenda or notice of cancellation shall be published on the university’s website or by other suitable means.

Section 3.      If, no later than one week prior to an ordinary meeting, a member sends notification in writing of processing a case, the chairman shall add the case to the agenda for the meeting in question.

Section 4.      The chairman shall make sure that the information necessary for assessing such cases be submitted to the members.

Article 4.      Extraordinary meetings shall be held at any time the chairman deems necessary.In addition, extraordinary meetings shall be held if one third of the Board members submit a demand.

Section 2.      A summons to an extraordinary meeting requires notice of at least 24 hours.The summons shall state the items on the agenda and contain the information necessary for assessing the cases.

Article 5.      Provided all members are in agreement, routine matters can be decided by consideration in writing without calling a meeting.As a basis for such processing, a proposal for a decision shall be submitted along with the information necessary for assessing the case.The members shall declare that they can approve of such a method of processing and, in the affirmative case, whether they can approve the proposal submitted for resolving the matter.

Meetings open to the public

Article 6.      Board meetings are open to the public, cf. Article 11 of the Rules and Regulations. However, cases can be processed behind closed doors if the nature of the case concerned or the circumstances in general render this necessary.All personal cases, cases including information about contract negotiations with private individuals or similar negotiations with public sector partners, and cases covered by legal provisions concerning confidentiality in public administration shall be processed behind closed doors.

Section 2.      The material distributed to the Board for each meeting, including agendas and minutes, shall be made publicly available – subject to current legal provisions.

Section 3.      Cases covered by the rules pertaining to confidentiality in public administration shall not be published.A document or information relating to a case that is subject to confidentiality shall, however, be made publicly available, provided the document and information are not subject to confidentiality in their own right.

Section 4.      Cases, including documents and information relating to these cases, processed behind closed doors, can be exempt from the requirement that Board meeting material shall be made publicly available if the nature of the case concerned or the circumstances in general render this absolutely necessary.

Section 5.      By arrangement with the chairman of the Board, the rector shall provide information concerning the work and decisions of the Board.

Section 6.      In cases of a confidential nature, members and observers are subject to duty of confidentiality in accordance with the rules of the Danish Act on Public Administration.

Quorum, meeting management and processing cases

Article 7.      The Board has a quorum when at least half of the stipulated number of members are present.

Section 2.      Board meetings shall be led by the chairman.

Section 3.      Cases shall be processed in the meetings in the sequence in which they are recorded on the agenda.The Board can decide to accept new items on the agenda, and it can decide to deviate from the sequence for processing cases as stated on the agenda.

Article 8.      Board decisions shall be made by a simple majority vote.In cases where the vote is tied, the chairman’s vote shall be decisive.

Duty to attend, legal capacity and summons of substitutes

Article 9.      Members have a duty to attend Board meetings.

Section 2.      Members who are prevented from attending a meeting shall notify the chairman regarding this prior to the holding of the meeting.

Article 10.    A member shall notify the chairman if conditions exist that can give rise to doubt regarding the legal capacity of the member.Such notification shall, to the extent possible, be given prior to the holding of the meeting.

Section 2.      The Board shall determine whether the member can take part in processing the case in question.If the member cannot take part in processing the case, the chairman summons the substitute of the member in question, provided such a substitute has been elected, to take part in the processing.

Record of decisions and executing the Board’s decisions

Article 11.    The Board’s decisions shall be registered in a record of decisions that shall be presented for approval at the next meeting.All members can demand that their differences of opinion be briefly noted in the minutes.

Section 2.      The rector shall execute the Board’s decisions.

Section 3.      Approved minutes of Board meetings shall be published on the university’s website to the extent that the decisions are not subject to confidentiality.

Questions regarding understanding the Rules of Procedure

Article 12.    Questions regarding understanding the Rules of Procedure are determined by the Board.

Changes to the Rules of Procedure

Article 13.    These Rules of Procedure shall take effect with the approval of the Board.The Rules of Procedure can be changed by ordinary majority approval within the Board when the proposals for change are dispatched at least fourteen days prior to the meeting at which they shall be processed.

Approved at the meeting of the Board held on 2 September 2008.

Jens Bigum

Chairman of the Board