Florida State University Board of Trustees: Roles, Responsibilities, and Governance

The Florida State University (FSU) Board of Trustees plays a vital role in governing and guiding the university. Established as a public body corporate, the Board operates as an instrumentality of the state, wielding the powers and responsibilities necessary for the effective administration and advancement of FSU. This article delves into the composition, powers, duties, and operational aspects of the FSU Board of Trustees, shedding light on its significance in shaping the university's future.

Organizational Structure and Authority

The Florida International University Board of Trustees (the “Board”) is established as a public body corporate, with all powers of a public body corporate as provided by Florida law, acting as an instrumentality of the state, pursuant to s. 768.28, Florida Statutes, for purposes of sovereign immunity. The Board of Trustees is the final institutional authority, delegating administrative and management responsibilities to the University President, and entrusting teaching and research functions to the Faculty through the President. The Board encourages participation from students, faculty, and staff in decision-making processes to the extent that it enhances effectiveness.

To manage its operations, the Board establishes Bylaws, which aim to improve efficiency and facilitate Board business. These Bylaws, along with University Regulations and Board-approved policies, take precedence over all other University policies.

Composition and Terms of Service

The Board shall be composed of thirteen Trustees, six of whom shall be appointed by the Governor of the State of Florida and five of whom shall be appointed by the Board of Governors of the State University System of Florida, and all of whom are subject to confirmation by the Senate of the State of Florida. The other two members shall be the Chair of the Faculty Senate and the President of the University’s Student Government Association and they shall also serve as voting Trustees during their terms of office. The Florida State University Board of Trustees comprises 13 voting members, structured to incorporate diverse stakeholder perspectives and prevent dominance by any single appointing authority or ideological group.

Trustees serve staggered 5-year terms and may be reappointed, except for the faculty and student representatives, who serve during their elected office terms. All Trustees are expected to attend board and committee meetings. If a Trustee has three consecutive unexcused absences in any fiscal year, the Chair shall, pursuant to and in accordance with Section 1001.71, Florida Statutes, notify the Governor or the Board of Governors, as applicable, in writing, of such unexcused absences, which may be grounds for removal of such Trustee by the Governor or the Board of Governors, as applicable. Vacancies are filled by the appointing authority and confirmed by the State Senate. Trustees serve without compensation but may be reimbursed for travel and per diem expenses as per state law.

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Powers and Duties of the Board

The Board of Trustees is the governing body of the University, authorized to carry out all lawful functions as permitted by its Bylaws, Board of Governors regulations and policies, and the law. The Board’s responsibilities include:

Determining the mission of the University and ensuring that the mission is kept current and aligned with public purposes.
Charging the President with the task of periodically leading a strategic planning process consistent with the Board’s strategic direction for the University; approving the strategic plan, and monitoring its effectiveness.
Selecting, supporting, and evaluating the President and reviewing the President’s compensation.
Monitoring and overseeing the University’s fiscal integrity; overseeing the University’s financial resources and other assets; and preserving and protecting the University’s assets for posterity,
Protecting, through monitoring and oversight, within the context of faculty shared governance, the educational quality of the University and its academic programs; and preserving and protecting the University’s autonomy, academic freedom, and the public purposes of higher education.
Engaging regularly, in concert with senior administration, with the University’s major constituencies.
Approving University regulations and Board policies.
Conducting the Board’s business in a business-like fashion and with appropriate transparency, adhering to the highest ethical standards and complying with applicable open-meeting and public-record laws.
Keeping Board governance policies and practices current.
Periodically assessing the performance of the Board, its committees, and its members.

In fulfilling their Board duties, Trustees may rely on information, opinions, and reports provided by University administrators to the Board, so long as the Trustees reasonably and in good faith believe them to be reliable and competent. The Board may delegate and provide for the further delegation of any and all powers and duties, subject to the limitations set forth in law.

Limits on these powers derive from accountability to the Board of Governors, which retains authority over system-wide strategic policies, academic program approvals requiring multi-institution coordination, and performance-based funding allocations that condition state appropriations on verifiable data such as research expenditures per faculty ($200,000+ annually at FSU as of 2022) and student credit hours completed.

Board Officers and Their Roles

The officers of the Board are the Board Chair, Board Vice Chair, and Corporate Secretary. The Board will elect a Chair and a Vice Chair every two years at the first regular meeting held in June, or at such other time as deemed necessary by a majority vote of the Board to fill a vacancy. The Board Chair and Vice Chair shall each serve for a two year term. The Board shall select, by majority vote, the Board Chair and Board Vice Chair from the appointed members at the last regularly scheduled meeting of the fiscal year and the Board Chair and Vice Chair will serve for the two fiscal years following thereafter. The Chair and Vice Chair shall be eligible for reselection for one additional consecutive two-year term. Normally, to be eligible for election as Chair or Vice Chair, a member of the Board shall have at least two years remaining on his or her term of appointment. Any additional term of office must be approved by a two-thirds vote of the Board.

The duties of the Board Chair include presiding at all meetings of the Board, calling special or emergency meetings of the Board when necessary, appointing and removing Committee Chairs and Committee members, establishing and disbanding ad hoc committees, task forces or working groups of the Board, attesting to the actions of the Board, serving as the spokesperson for the Board and fulfilling other duties as assigned by the Board. The Board Chair shall also notify the Governor or Board of Governors, as applicable, of a Trustee’s record of unexcused absences as required by Section 1001.71, Florida Statutes and Section 3.2 of these Bylaws.

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The Board Vice Chair shall act as Board Chair during the absence or disability of the Board Chair and during any temporary period of vacancy before election of a new Board Chair pursuant to Section 4.3 above.

The Chair, jointly with the University President, shall select a University employee to serve as the Corporate Secretary. The duties of the Corporate Secretary include giving notice of all meetings of the Board, compiling the supporting documents for the meetings of the Board in consultation with the Board Chair, recording and maintaining detailed minutes of any Board meeting, including the vote history and attendance of each Trustee, executing or attesting to all documents that have been executed by the Board, and affixing the University’s seal to any document signed on behalf of the University. The President shall have the authority to execute all documents and take all actions on behalf of the University and the Board consistent with law, Board regulations, policies and delegations, these Bylaws and the best interests of the University.

Meetings and Operational Procedures

Meetings of the Board shall be held as needed, with a minimum of four (4) regular meetings per year. Meetings may be held at the Florida International University or other locations as deemed necessary and appropriate by the Board, consistent with Section 286.011, Florida Statutes. The Corporate Secretary shall send written notice of such special meetings to all Trustees, along with a statement of the purpose of the meeting, at least 48 hours in advance. Only matters included in the Chair’s call of the meeting may be considered at a special meeting except a new matter may be added by an affirmative vote of a majority of the Trustees at the meeting. Meetings of the Board may be held for the purpose of acting on emergency matters affecting the university or public health, safety, or welfare. Reasonable prior notice of all meetings shall be provided in accordance with Florida law.

At the discretion of the Board Chair, Full Board and Committee meetings may be held through teleconferencing or other electronic means. A majority of the members of the Board must be present to constitute a quorum for the transaction of business. The decision of the majority of the Trustees in attendance and voting on the question shall prevail. All members of the Board shall vote on all matters coming before the Board for consideration in accordance with section 286.012, Florida Statutes, unless a member abstains due to a disclosed conflict of interest. No member may vote by proxy.

At least seven (7) days prior to each regular meeting of the Board of Trustees, a copy of the agenda, including (insofar as is practicable) copies of all reports and other written materials to be presented to the meeting, shall be sent to each member of the Board by the Secretary. The agenda shall list the items in the general order they are intended to be considered.

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Minutes of the meetings of the Board shall be kept by the Corporate Secretary, who shall cause them to be preserved and who shall transmit copies to the members of the Board. All lengthy reports shall be referred to in the minutes and shall be kept on file as part of the University records, but such reports need not be attached to the minutes except when so ordered by the Board.

Committees

Except for the Governance Committee, the membership of which is specified in these Bylaws, the Board Chair, in consultation with the President, shall appoint members of Committees, their Chairs, and Vice Chairs based upon their expertise in matters relating to that Committee and may also remove any members. All Committees shall have no fewer than three (3) members. Unless specifically delegated or as otherwise provided in these Bylaws, authority to act on all matters is reserved exclusively to the Board. The Florida State University Board of Trustees maintains standing committees to delegate specialized oversight and conduct focused analyses on key operational areas, as outlined in its operating procedures.

Key Responsibilities and Authority

The Florida State University Board of Trustees exercises authority over administrative leadership by selecting and appointing the university president, with final approval from the Florida Board of Governors. Likewise, evaluating a university president is a critical function of a university board of trustees. The Florida State University Board of Trustees exercises direct authority over the approval of the university's annual operating budget, which includes reviewing and endorsing multi-billion-dollar allocations derived from state appropriations, tuition revenue, auxiliary enterprises, and other sources to ensure fiscal sustainability.

Trustees must submit annual accountability reports to the Board of Governors, enabling oversight that enforces performance-based funding tied to outcomes (e.g., progress toward degrees).

Examples of Board Actions and Decisions

In the wake of the 2001 Florida Education Governance Reorganization Implementation Act, the Florida State University Board of Trustees gained enhanced autonomy to streamline administrative operations, replacing prior centralized oversight with institution-specific decision-making focused on efficiency and mission alignment.

Facing acute state budget shortfalls in 2002, the board approved fiscal reforms including a $25 million reduction in state funding through selective program adjustments and administrative consolidations, redirecting savings to core academic and research priorities without compromising essential operations.

Notable Board Members

The board's composition emphasizes professional diversity, drawing from fields such as business, law, and philanthropy to inform decision-making on university operations.

Examples of current and former board members include:

Peter Collins: Co-Founder and Managing Principal of Forge Capital Partners, LLC ("Forge").
Vivian de las Cuevas-Diaz: A partner at the Holland & Knight law firm.
Maximo Alvarez: Founder of Sunshine Gasoline Distributors, Inc.
Kathryn Ballard: Has a long history of charitable and community work.
Carson Dale: The 80th Student Body President of Florida State University.
Jorge Gonzalez: President and chief executive officer of The St. Joe Company.
Jim W. Jim Henderson: Chairman, CEO, and Founder of AssuredPartners.
Roxanne Hughes: Associate Professor of Science Education in the Anne’s College of Education, Health and Human Sciences.
Peter Jones: Graduated from FSU with a Bachelor of Science in accounting in 1977 from the College of Business.
Brian Murphy: Founder and CEO of ReliaQuest.
Justin Roth: A partner at LINK Public Affairs.
Tim Weisheyer: CEO of Strategic Advantage Consulting, Broker/Owner of multiple real estate companies, and a founding partner of a real estate investment and development company.
Debra A. Jenks: A Floridian and lawyer in Palm Beach County.
Ron Christaldi: A partner in the law firm of Shumaker, Loop and Kendrick, LLP.
Mark Bauerlein: Professor Emeritus of English at Emory University and an editor at First Things magazine.
Ryan T. Anderson, Ph.D.: President of the Ethics and Public Policy Center.
Jacquot: Shareholder of Gunster Law Firm.
Dr. Karp: The owner and President of Sarasota Dental Group.
Dr. Kesler: The is the Dengler-Dykema Distinguished Professor of Government at Claremont-McKenna College and Editor of the Claremont Review of Books.
Dr. Mackie: She founded the Eye Center Vision Foundation in 2013 to provide free eye exams and a full set of glasses to underprivileged students in Manatee County.
Dr. David Allen Harvey: Professor of History and International/Area Studies.
Kyla Baldonado: The 2025-2026 President of the New College Student Alliance (NCSA), New College’s Student Government.
Don Patterson: Has a long history of both business success and notable philanthropy, and recently co-chaired the New College Foundation’s Annual Clambake.
Urban Meyer: One of the most accomplished leaders in collegiate athletics and a nationally recognized voice on leadership, teamwork, and organizational excellence.
Dr. Spalding: The Kirby Professor in Constitutional Government at Hillsdale College and the Dean of the Van Andel Graduate School of Government at Hillsdale College’s Washington, D.C., campus.

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