Request By:
Mr. Richard L. Frymire
Post Office Box 695
Madisonville, Kentucky 42431
Opinion
Opinion By: Steven L. Beshear, Attorney General; By: Robert L. Chenoweth, Assistant Deputy Attorney General and Chief Counsel
As a newly appointed member of the Murray State University Board of Regents, you have inquired of this office as to whether the Board of Regents can legally elect a new chairman at a called meeting of the Board which has been set for Saturday, September 18, 1982. In raising this question, you refer to KRS 164.320(1) which provides that "The members of the board shall elect a chairman annually. "
It is our opinion that the Board of Regents can elect a chairman at any regular or special meeting of the Board where there is a majority of the Board members present (see KRS 164.340).
In support of this opinion, it is important to note that KRS 164.320 does not specifically provide that the election of the chairman shall occur at a particular place or at a particular meeting. Furthermore, the statute does not provide that the chairman shall serve for a specified period of time. Instead, this provision merely directs that the Board shall annually elect a chairman. The time, place and manner in which a chairman is to be elected has apparently been left to the discretion of the Board. Compare KRS 156.031 and 164.020(10).
In the context of KRS 164.320, it is quite obvious that the chairman of the Board is an administrative convenience by which the business of the Board of Regents can be efficiently carried out and as such has no authority beyond that which the Board desires to give him. As a result, the chairman serves solely at the pleasure of the Board.
In this respect, the authority of the Board members is similar to that of a governing body of a private corporation. In O'Neal v. F.A. Neider Co., Ky. 80 S.W. 451, 118 Ky. 62 (1904), the Court of Appeals of Kentucky (now the Supreme Court) declared that the board of directors of a corporation may at any time without cause discharge an officer even though the bylaws of the corporation specified a particular time for the election of the officers of the board. See KRS 271A.055. By analogy it is equally apparent that the Board of Regents of Murray State University may at any time discharge its chairman and elect a replacement.
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