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Board of Trustees > By-Laws
By-Laws

Article 4 - Officers and Organization of the Board

Section 1. President

The Governor shall serve as President and Chair of the Board and shall preside over all meetings at which he is in attendance. In all cases where the Governor is unable to attend, the Chair pro tempore shall assume responsibility for presiding over the meetings.

Section 2. Chair pro tempore

The Chair pro tempore shall be a member of the board, shall preside at the meetings of the board, as specified in Section 1., with the authority to vote, shall appoint members of all Committees, and shall designate the Chair of each Committee. The Chair pro tempore shall be chosen by election of the full board. The Board Chair pro tempore shall be an ex officio member of all Committees with the authority to vote. The Chair pro tempore, upon the authority of the board and in the name of the Board of Trustees of the University, may execute all notes, bonds, deeds, contracts, and other documents requiring the Seal. The Chair pro tempore shall submit the annual report of the Board of Trustees to the Governor. The Chair pro tempore of the board shall be considered the Spokesperson for the board. The Chair pro tempore of the Board will have a term of office of two years and may not serve successive terms.

Section 3. Vice Chair pro tempore

The Vice Chair pro tempore shall be a member of the Board and an ex officio, voting member of all committees of the Board. The Vice Chair pro tempore shall perform the duties and have the powers of the Chair pro tempore during the absence or disability of the Chair pro tempore. The Vice Chair pro tempore shall be chosen by election of the full board. The Vice Chair pro tempore of the Board will have a term of office of two years and may not serve successive terms.

Section 4. Secretary

The Secretary of the board shall be appointed by the board upon recommendation of the President of the University, shall serve at the pleasure of the board, and shall not be a member thereof. Subject to the President of the University and the board, the Secretary shall keep the records and minutes of the proceedings of the board and the books and papers pertaining to the office. The Secretary to the board shall perform those duties as determined by the board and as set forth in these Bylaws.

Section 5. General Counsel

The General Counsel shall be appointed upon the recommendation of the President of the University and approval of the board. The General Counsel shall attend meetings of the board and render such professional services as are required by it and the officers of the University. The General Counsel shall have authority to execute all legal documents including those required for purposes of litigation and/or court proceedings. The General Counsel may also serve as the Secretary of the Board at the discretion of the Board.

Section 6. Ineligibility

No member of the board shall be eligible for appointment as secretary or treasurer or to any paid employment at the University.

Section 7. Committees

The Board may appoint committees and prescribe their duties and functions. The President of the University or a presidential designee shall be a member of all such committees. All committees shall keep a record of their proceedings and shall report to the board as required. The delegation of any authority of the board to any committee shall not operate to relieve the board or any member thereof of any responsibility imposed by law or the State Constitution. All resolutions and all committee reports offered which involve matters for record in the minutes shall be made in writing.

Section 8. Communications With the Board

The President of the University shall be responsible for presenting official matters to the board. Official communications to board members shall be forwarded to the President of the University. If the matter requires board action, the President of the University shall ensure either the board or one of its Committees receives the item. If the matter does not require board action, the President of the University normally shall inform the appropriate Trustee(s) of its disposition. Except as permitted in these Bylaws, a member of the Board of Trustees shall not recommend any person for employment in any position in the University. Although no individual Board member has the authority to commit the board to a particular action, a member of the Board may propose any action at any time, subject to the procedural rules in Article III Section 5 of these Bylaws.

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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