Office of General Counsel & Board Secretary

This office principally performs two parallel and complimentary roles.

The University General Counsel is the university’s chief legal officer, responsible for all legal advice and representation provided to the university.  This office works with cabinet-level officials and department directors/deans and is a member of the university’s risk management and regulatory compliance team.  Duties include:

• Receiving all summons, subpoenas, warrants, or other legal process served on the university.
• Selecting (and reviewing the work of) outside counsel hired to do legal tasks for the university.
• Directing the preservation and retrieval of university records in response to potential or actual litigation.
• Drafting and/or reviewing proposed contracts (and related documents) between the university and other entities.
• Drafting and/or reviewing for legal sufficiency proposed changes to: governing documents of the Board of Trustees of Eastern Oregon University, the university constitution, and university policies.
• Advising on such matters as university governance, public records and meetings law, employee rights and duties, student rights and duties, illegal discrimination and civil rights, First Amendment law, business transactions, procurement, real property, intellectual property, tort liability, risk management, regulatory compliance, administrative law, labor disputes, and civil litigation.

The general counsel only represents the university and cannot represent students or employees in personal legal matters.  

The Board Secretary is the chief administrative officer supporting the university’s governing body, the Board of Trustees of Eastern Oregon University.  These duties include: 

• Advising the board and university officials regarding best practices for board operations
• Preparing notices and agendas for meetings of the board and its committees
• Coordinating staff preparation for meetings of the board and its committees
• Monitoring compliance with public meetings law and the board’s procedures
• Assisting the board chair and university president in the conduct of board meetings 
• Preserving and certifying the record of meetings of the board and its committees
• Orienting new trustees and coordinating training for trustees
• Reimbursing trustees for expenses related to their service

Other duties of the Office of the General Counsel and Board Secretary include: 

• Receiving and responding to all public records requests; and
• Overseeing the process for making changes to university policies.

EOU’s records are maintained in compliance with federal laws such as the Family Educational Rights and Privacy Act (FERPA) and Oregon laws such as Oregon’s public records law.  To request access to university records, complete this web form.  For information about fees and related matters see this web page. 

Only the general counsel and the president are authorized to accept service of legal process on behalf of the university. If you are served with a subpoena, summons, warrant or other legal document related to university business, or you receive a legal hold notice, contact OGC&BS immediately. Do not provide university information or access to university facilities to persons presenting such documents, unless you have been told to do so by the university general counsel or president.

The university’s policies are presidential directives, developed through shared governance review, that: 

• Have broad application or impact throughout the university community;
• Must be implemented to ensure compliance with state or federal law;
• Are necessary to enhance the university’s mission, to ensure institutional consistency and operational efficiency, or to mitigate institutional risks; or
• Are otherwise designated by the President or the Board as university policy.

University Policy 6.20.05, Policy on University Policies, Section (D)(1).

Policies are superior to (and supersede inconsistent terms in) lesser documents such as departmental procedures, handbooks, and manuals.  Policies are inferior to and cannot contradict the terms of the Bylaws of Eastern Oregon University, board statements, board resolutions, board committee charters, or the university constitution.  Board Statement Number 5, Categories of Authoritative Statements. 

The current official copies of all Policies of Eastern Oregon University are on this webpage. Other university web pages citing to university policies should link to the policies on this page. Policies should not be copied onto other web pages, where their terms can become inconsistent and out of date. The process for proposing an adoption, amendment, or repeal of a university policy is described on this web page.  You can submit such a proposal using this web form.

The Board of Trustees has reserved to itself the authority to approve certain categories of contracts.  These are listed in Board Statement Number 2, Delegation of Authority, Section 1.6.  The most common of these are contracts for:

• Capital infrastructure projects for which the total anticipated cost or value to the university exceeds $2,000,000; 
• Non-Capital transactions or projects for which the total anticipated cost or value to the university exceeds $1,000.000;
• Contracts for external auditors;
• Bond agreements; and
• Agreements to name university buildings or outside areas for individuals or organizations.

The board has delegated to the president the authority to approve all contract types not mentioned in section 1.6 of Board Statement Number 2.  The president, in turn, has issued a Contract Signature Authority document, which delegates authority to a small number of people to sign certain kinds of contracts that bind the university.  

Only the board, the president, and people listed on the contract signature authority have the legal authority to sign contracts that bind the university.  

• Academic and administrative sub-units of the university, such as programs, departments and colleges, are not independent legal entities.  They cannot enter into contracts on their own authority.  
• Contracts signed without authorization may not legally bind the university.  
• University employees who sign such contracts without authorization may become personally liable for the commitments made in the contracts.  
• Such employees may also be disciplined for violating the university’s contract approval process.

All contracts require review prior to the university agreeing to them.  The level of review depends upon the risk presented by the contract.  That level of risk, and how it is altered by contractual terms (including those commonly referred to as “boilerplate”), is as much a part of the deal as the price paid or the quality and timeliness of the goods and services obtained.  Review of the terms of a contract is a key part of the negotiation.  Depending upon the risk presented by the contract, this review and negotiation may take weeks or months to complete.  In order to avoid putting the university at a disadvantage, it is important to build in time for this part of the process when developing a project that will require new contract(s).   

The OGC&BS and the Division of Finance and Administration are developing a process to determine the level of review that various types of contracts require.  The goal is to speed the review of low risk contracts so that more time and effort can be devoted to high risk ones.  As that project moves forward, more information about it will be described here.  In the meantime, persons with signature authority should check with the general counsel before signing contracts, unless we have reached some other understanding. 

The Board of Trustees of Eastern Oregon University is the governing body of the university. The State of Oregon has assigned to the board the duty to assure the success of the university for the benefit of the people of Oregon and the university’s (past, present and future) students.  The Board of Trustees performs such duties as determining the university’s mission and strategic plan; hiring and supervising the university president; assuring the quality of the university’s academic programs; conserving and growing the university’s capital and financial assets; determining the university budget; and setting tuition and fees. Every degree issued by the university is issued by the authority of the board.

Click on these links to learn more about the board and its meeting schedule, Trustees, its committees, the rules by which it operates, and information about past and future meetings of the board.

The American approach to higher education has become the envy of the world because it embraces pursuit of knowledge with a minimum of prejudgment about what are acceptable and unacceptable areas of inquiry. Three components are essential to this system:

• Independent governing boards that respect the freedom of intellectual inquiry of professional faculty, and that protect institutional academic freedom from outside interference
• Professors who combine effective teaching with rigorous engagement with their field of study, and who enjoy freedom of inquiry and expression within their field of study and within their field’s professional standards
• A general campus culture that embraces freedom of expression and ideas

See EOU’s website on Freedom of Expression for more information about these topics.

Oregon law requires public universities to make publicly available an annual report describing the university’s use of outside counsel, including the types of matters, the number of litigation matters, and total spend by matter type. EOU’s reports will be posted here each year.

• EOU ORS 352.132 Reports: Coming soon