University of California Regents

History

Section 11 of the Organic Act establishing the University of California begins with the following sentence: "The general government and superintendence of the University shall vest in a Board of Regents, to be denominated the 'Regents of the University of California,' who shall become incorporated under the general laws of the State of California by that corporate name and style."

The Organic Act described three groups of regents: six ex officio regents, eight appointed regents, and eight "honorary" regents. To expedite the formation of the university, the Organic Act authorized the governor to unilaterally select the eight appointed regents after the end of the current legislative session and allowed them to assume office immediately without the consent of the state senate. Governor Henry Huntly Haight announced his selections in May 1868. On May 23, a notice was published in the San Francisco Examiner of a meeting of the regents scheduled for May 28, but no record was made of this meeting. On June 9, 1868, the first two groups of regents gathered together in San Francisco for the first recorded meeting of the Board of Regents, where the appointed regents drew lots to determine the lengths of their initial terms, and then the board proceeded to elect the eight honorary regents. The "honorary" regents enjoyed the same authority and privileges as the first two groups of regents; the term "honorary" referred only to their method of selection.

As required by Section 11, the Board of Regents proceeded to form a corporation denominated the Regents of the University of California on June 12, 1868, and filed the certificate of incorporation on June 18, 1868, with the California secretary of state. The corporation's official name today is still the Regents of the University of California. Today, it is unusual for universities (or any other kind of corporation) to incorporate in the names of their boards, but it used to be a common practice among American universities. For example, Harvard University is still legally incorporated as the President and Fellows of Harvard College.

Incorporating the university under the exact same name as its board was just as confusing in the 19th century as it is today. In an 1894 wrongful death case, the plaintiffs did not understand this; they sued 16 regents individually, which forced the Supreme Court of California to analyze Section 11 and the June 18, 1868 certificate to hold that the original members of the Board of Regents had properly formed a corporation as a legal entity distinct from themselves. Therefore, the current members of that board could not be held liable in their individual capacities for the torts of the corporation.

The current Board of Regents is a "policy board," as a result of reforms unanimously adopted from 1957 to 1960 at the instigation of UC President Clark Kerr. Before Kerr's reforms, the regents operated as an "administrative board" (in Kerr's words) for almost a century. The board met 12 times per year and its finance committee (with full authority to act on behalf of the board) met an additional 11 times, and the university budget was excruciatingly detailed. The result was that the board collectively supervised every aspect of university affairs—no matter how trivial or minor. One sign of the regents' unusually extreme level of micromanagement during this period was that it was seen as a major milestone when acting UC President Martin Kellogg gained the power in 1891 to independently hire janitors (as long as he reported on what he had done at the next meeting of the regents). Another example is that until 1901, replacements for lost diplomas required the approval of the regents. At Kerr's encouragement, the Board of Regents cut down on the number of meetings, delegated powers and responsibilities to the university president and the campus chancellors, delegated more power to the Academic Senate, simplified the UC budget, and greatly reduced the amount of detail that flowed upwards to the regents.

Establishment of the University of California

The board's first scandal surfaced in 1874. By June 1872, regent Samuel Merritt had become the chair of the board's building committee and initiated planning for the original College of Letters building (later known as North Hall). Although the board also passed a resolution that same month prohibiting self-dealing with respect to construction of campus buildings, the winning bid was ultimately submitted by Merritt's preferred contractor, Power and Ough, "and much of the lumber and cement for the building came from Merritt's own lumber company." The San Francisco Evening Post broke the story on January 6, 1874, and two days later, the California State Assembly's public building committee launched an investigation which held hearings through March 3 of that year. The committee concluded that Merritt had profited financially from providing an inferior building to the university at an exorbitant cost: $24,000 over its reasonable value. Merritt resigned from the board in June 1874 and in October refunded $867 of his lumber company's profits to the university.

1960s-1980s

In 1965, free-speech movement activist Marvin Garson responded to a call by the California Federation of Teachers to "investigate the composition and operation of the Board of Regents." He produced a 19-page report documenting prior cases of corruption, concluding that, "taken as a group, the Regents are representatives of only one thing—corporate wealth."

In 1970, the California state auditor found that regent Edwin W. Pauley, who owned Pauley Petroleum, personally profited when university officials steered $10.7 million dollars into one of his company's business deals.

Administrative support is provided to the Regents by the Office of the Secretary and Chief of Staff of the Regents of the University of California, which shares an office building with the UC Office of the President in Oakland.

Since President Kerr's reforms, the Board has traditionally held its meetings six times per year and alternated its meeting sites between the northern campuses (usually UCSF Mission Bay, and before then, Berkeley) and the southern campuses (usually UCLA). Thus, for decades, the Board's meetings have utilized temporary seating arrangements rather than a boardroom permanently configured for its exclusive use (which is true of the Board of Trustees of the California State University).

Notable legal cases

Department of Homeland Security v. Regents of the University of California

Hamilton v. Regents of the University of California

Moore v. Regents of the University of California

Regents of the University of California v. Bakke

Tarasoff v. Regents of the University of California

USL v. BSDi