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Board of Trustees > By-Laws
By-Laws

Article 2 - The Board of Trustees

Section 1. Membership.

There is created by State of Alabama Legislative Act No. 2012-497 a Board of Trustees for Athens State University. The board as constituted below, and their successors in office, shall be considered a body corporate under the name of Athens State University.

The board shall have the exclusive authority over and jurisdiction of land, buildings, and other capital improvements now existing on or hereinafter provided for such campus. No contract for capital improvements, alterations, remodeling, and changing of capital improvements shall be made without the authorization and approval of the board, and which approval shall be granted by appropriate resolutions of the body. Any contract, agreement, or other act relating to capital improvements, except for maintenance, repairs, and maintaining existing facilities, shall be void and of no effect unless authorized by resolutions of the board. The president of the university, with the approval of the board, may execute any lease, deed, or other instrument of conveyance on behalf of the corporation, without additional approval.

No trustee shall receive any pay or emolument, other than his or her actual expenses incurred in the discharge of his or her duties as a trustee. The board shall consist of the following voting members:

  • Six members shall be residents of either the fourth or fifth congressional districts as constituted on the effective date of the legislative act, at least two of whom shall be residents of the county in which the main campus of the institution is located.
  • Two members shall be appointed from the state at large.
  • One member shall be appointed from the governing body of the two-year institutions of higher education located in the district where the main campus of the university is located.
  • The Chancellor of the Department of Postsecondary Education.
  • The Governor, who shall be ex officio President of the board.

Section 2. Appointment and Term of Office.

    A. Except as otherwise provided in the State of Alabama Legislative Act No.2012-497, trustees shall be appointed by the Governor, subject to confirmation by the Senate, and shall hold office for a term of seven years and until their successors are appointed and qualified. Of the initial members appointed to the board, three members shall be appointed for terms of three years, three members shall be appointed for terms of five years, and two members shall be appointed for terms of seven years. These initial trustees, appointed after the effective date of the legislative act, shall have immediate, interim authority to conduct such business as may be necessary to fulfill the intent of the act, without Senate confirmation, for not more than 12 months after appointment. No trustee may serve more than two terms of office, except that the initial trustees appointed may be appointed to one additional term regardless of the previous number of terms served.

    B. After the initial appointments to the board, future members appointed to the board shall be appointed by the Governor from a list of three persons nominated by a nominating committee. The nominating committee shall consist of all of the following members:
    • One member of the board as elected by the membership of the board.
    • The presiding officer of the Athens State University Faculty Senate.
    • The presiding officer of the Athens State University Staff Senate.
    • One member of the Limestone County Legislative Delegation, as selected by the delegation.
    • The President of the Athens State University Alumni Association, or his or her designee.
    • The President of the Athens State University Foundation, or his or her designee.
    • The president of the university shall serve as a nonvoting, ex officio member and chair of the committee

    C. Any vacancy in the office of trustee occurring during a recess of the Legislature shall be filled by appointment of the Governor. The appointee shall hold office until the next session of the Legislature, at which time the appointment shall be confirmed by the Senate. If not confirmed by the Senate, another appointment shall be made by the Governor in like manner until an appointment is confirmed by the Senate. A trustee appointed by the Governor to fill a vacancy, by and with the consent of the Senate, shall hold office during the unexpired term. Within 45 days of any vacancy on the board, the nominating committee shall select and forward to the Governor three names for with the advice and consent of the Senate, may appoint a qualified candidate to fill the vacancy.

Section 3. Ethics and Conflicts of Interest.
    A. Ethics

    No trustee shall receive any pay or emolument, other than his or her actual expenses incurred in the discharge of his or her duties as a trustee.

    No employee of the university, or any person related by blood or marriage to the president of the university, shall be eligible to serve on the board.

    No member of the board, individually, as a partner, as a stockholder, a board member, or an officer of a corporate body, shall conduct any business transaction, directly or indirectly, with the university.

    Per Legislative Act 2012-497, any person who violates these ethical constraints shall be removed from the board, and replaced for the unexpired portion of his or her term as allowed by law.

    B. Conflicts of Interest

    In addition to any other requirements by law, and to the extent allowed by law, trustees shall disclose any interests in any matter before the Board and shall not participate in any discussion or vote in any matter before the Board which shall concern any gain or benefit for the trustee, a member of the trustee’s family, or any entity, public or private, in which the trustee may have an interest or be a member. After disclosure, trustees may be asked to leave the room for any discussion and voting on a matter before the board.


Section 4. Duties.
    A. The functions of the Board of Trustees are legislative and not executive.

    The board appoints and dismisses the President of the University and conducts periodic reviews of his/her performances; establishes the policies of the University to protect the assets of the University, including appropriate Board audits of strategic direction; advancement of academic and support programs; procurement and investment of capital; and expenditure of funds. The board shall develop roles and responsibilities to govern its own work. It shall be the duty of each Trustee to participate in all meetings.

    B. The board may designate one or more depositories for school funds.

    C. The board shall make or cause to be made to the Legislature, at the beginning of each regular session thereof, a full report of board transactions and the condition of the university, including an itemized account of all receipts and disbursements on account of the university by those charged with the administration of its finances.

    C. No grant or gift, by will or otherwise, shall fail on account of any misnomer or informality when the intent of the grantor or donor can be determined; nor shall any default, malfeasance, or nonuser on the part of the trustees or other officers or agents of such corporation work a forfeiture of any of its rights, privileges, powers, or franchises.


Section 5. Removal of member of the Board

Section 60 of the Constitution of Alabama which provides that “[n]o person convicted of embezzlement of the public money, bribery, perjury, or other infamous crime, shall be eligible to the legislature, or capable of holding any office of trust or profit in this state” sets forth the grounds and procedure for removing a Trustee. The same section of the Alabama Constitution establishes constitutional grounds and due process for the removal of a trustee.

The Preamble Article 5 - President of the University
Article 1 - The Corporation Article 6 - Collective Authority and Action
Article 2 - The Board of Trustees Article 7 - Amendments
Article 3 - Meetings of the Board Article 8 - Repeal
Article 4 - Officers and Organization of the Board


Approved and Adopted on October 12, 2012



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