¾ÅÉ«ÊÓƵ

Bd. Min. 9-17-54, pp. 7055-56, as modified; Bd. Min. 9-17-54, p. 7057; Bd. Min. 6-25-66, pp. 32,134-135; Bd. Min. 11-12-54, p. 7167; Bd. Min. 11-12-54, p. 7168-72; Bd. Min. 9-25-64, p. 25,887; Bd. Min. 3-21-75; Amended Bd. Min. 12-7-90; Amended Bd. Min. 5-23-96; Bd. Min. 11-29-07; Amended 9-24-10.

1. Secretary
    
   1. Duties
      
      1. That the Secretary shall be a person competent to transcribe all of the proceedings of all meetings of the Board, and
      2. To keep a journal of all proceedings of the Board in which journal the votes of ayes and nays of the Board shall be entered with any reasons for voting or objection to the action of the Board, if requested by any member of the Board;
      3. Such Secretary shall attest all contracts and papers and minutes of the Board and shall affix the University seal thereto when ordered to do so by the Board;
      4. Keep and preserve in the manner described below all records, books, papers, files belonging to the minutes of each meeting of the Board and prepare under the direction of the Board all their reports, estimates and etc., required by law and by the Board; and generally do all things belonging to the office of Secretary of the Board that may be required by the Board, and
      5. The records, books, papers, and files of his/her office shall be available as provided by law;
      6. The Secretary shall also act as Secretary of the Executive Committee and other Standing Committees of the Board and prepare the minutes of the meetings and handle the papers and records of those committees in the same manner as prescribed above for the minutes and papers and records of the Board of Curators.
   2. All leases, contracts and other agreements binding the University may have the University seal affixed thereto and be attested by the Secretary of the Board of Curators.
   3. Assistant Secretaries -- Any Assistant Secretary appointed by the Board shall have the authority and duties of the Secretary in the absence or inability to act of the Secretary.

2. General Counsel of the University

   1. Establishment -- There be and there is hereby created the Office of General Counsel.
   2. Appointment and Duties -- The General Counsel shall be appointed by the Board of Curators and shall serve at the pleasure of the Board.
      
      1. As to matters not submitted directly by the Board, all legal matters shall be submitted to the Counsel by the President of the University.
      2. The President of the University shall refer to the Counsel any legal matters pertaining to or affecting the University, and upon his/her request Counsel shall consult and advise with him/her and render opinions upon any legal matters pertaining to or affecting the University which may be submitted to him/her by the President of the University.
          
         (1) The Counsel shall at all times be available to the President of the University for such consultation and advice.
          
         (2) He/she  shall keep the President of the University fully advised as to all matters in his/her office and as to the disposition thereof.
   3. Expenses and Compensation -- Provision shall be made in the budget for the expenses of the Office of the General Counsel, and he/she shall receive such compensation as shall from time to time be provided by the Board.
   4. Legal Experience -- The General Counsel shall be a member of the Missouri State Bar and licensed to practice in the Federal and State courts of the State of Missouri, and shall have had at least ten (10) years active practice in the State of Missouri.
   5. Responsibilities and Duties -- The General Counsel shall, subject to the direction of the Board of Curators given to him/her either immediately or through the President of the University, have charge and supervision of all legal matters pertaining to the University. He/she shall:
      
      1. Devote full time to the duties of his/her office and not accept private practice without special permission of the Board.
      2. Represent ¾ÅÉ«ÊÓƵ in all matters pending in the courts. All special or outside counsel engaged to advise, represent or work for the University shall be selected and employed by the University's General Counsel. All summons and pleadings in all legal proceedings shall be promptly referred to the General Counsel by these officers or members of the staff receiving the same.
      3. Unless otherwise directed by the Chair of the Board, be available for attendance at all meetings of the Board of Curators and of the Executive Committee. Upon direction of the Chair of the Board, attend meetings of other committees of the Board.
      4. Assist the Secretary of the Board and the Secretary of the Executive Committee in the preparation of the respective minutes of their meetings, and a copy of the minutes of such meetings shall be submitted to him/her before the same are submitted to the Board for approval. His/her services shall be available to the Secretary of the Board at all times for the purpose of consulting and advising the Secretary with reference to matters pertaining to the Secretary's Office and duties.
      5. Be a member ex officio of the Committee on Patents.
      6. Render to the Board, the Executive Committee, and any other Board committee, oral or written opinions upon any legal matter affecting the University which may be referred to him/her by the Board, the Chair of the Board, or the President of the University. He/she shall not render an opinion upon the request of individual members of the Board of Curators.
      7. Prepare contracts, agreements of all kinds, and other legal instruments to be executed by the Board or by the Curators of the ¾ÅÉ«ÊÓƵ, or if such instruments have been prepared by others, approve the same as to legal form, and substance when required, before the same are submitted to the Board for approval and authorization for execution. Proposed trust agreements, conveyances to the University, proposals for grants for research, fellowships, or scholarships, drafts of wills and insurance trust provisions, and all other like and related legal instruments which may be submitted to the University for suggestions or approval, shall, before any commitment shall be made thereof, be referred through channels to General Counsel by the staff member to whom the same may come; and General Counsel shall pass upon the legal phases thereof before any commitment is made by any staff member. All trust instruments of conveyance or assignment in which the University may be interested coming to the attention of any staff member of the University shall be submitted through channels to General Counsel for his/her attention.
      8. Report to the appropriate official or office of the University any legal matters affecting the University which come to him/her from outside the University.
      9. Prepare all forms of legal nature for use of the various departments of the University.
      10. Perform such other duties consistent with his/her office as may from time to time be prescribed by the Board of Curators.
      11. Upon request of the President of the University and upon direction of the Board, teach such course or courses in the Law School of the University as directed by the Board. In case of appointment to teach in the Law School, he/she shall be appointed by the Board as Professor of Law (part-time) for a specified time, and his/her appointment shall set forth the course or courses to be taught and the amount of time to be given thereto, and he/she shall not be subject to any academic duties other than those specifically set forth in his/her appointment. He/she shall not receive any additional compensation therefor, unless the same be set forth in his/her teaching appointment.
   6. The General Counsel shall:
      
      1. Be free at any time to consult directly with the Chair of the Board, the Chair of Board committees, the Secretary of the Board, the President of the University, and department heads of the Business Office; and to require from any office or officer of the University such information and records as shall be necessary for the performance of his/her duties.
      2. Have direction and supervision over such assistant counsel as may from time to time be appointed by the Board to assist him/her in the performance of the duties of his/her office.
   7. The General Counsel shall not advise with any member of the staff, other official of the University, or any organization connected with the University, with reference to any personal matter or matter not pertaining to or affecting the University.
   8. The General Counsel shall be provided with adequate offices and equipment therefore, as well as necessary and efficient secretarial assistance.
   9. Waive Service of Process -- The General Counsel is authorized to waive service of process and enter the appearance of ¾ÅÉ«ÊÓƵ in legal actions instituted against it when in the judgment of the General Counsel and the President of the University such action is deemed in the best interest of the University.
   10. That the General Counsel, with approval of the President, is authorized to take such legal action as he/she deems necessary or desirable in the name of ¾ÅÉ«ÊÓƵ to collect accounts or notes due to the University.
   11. See also: Bylaws, 10.030 B.2.e.