1.10.01 BOARD OF GOVERNORS BYLAWS

ARTICLE I. MEETINGS

1.10.01.010 Meetings of the Board of Governors and its Committees
 

Meetings of the Board of Governors (hereinafter referred to in these Bylaws as the Board) shall be held at such times as the Board shall determine.

1.10.01.020
 

Subject to the provisions of applicable statutes, formal meetings of the Board of Governors and its committees (other than the Executive Committee and its sub-committees, if any, when meeting for purposes specified in Section 3.2) shall be open to the public.

Notice of Meetings

1.10.01.030
 

Notice to Members of the Board.  The Secretary to the Board of Governors shall cause to be delivered to each member of the Board, by regular mail, electronic mail or otherwise, not less than seven (7) days before any regularly scheduled meeting, a notice of the time and place of the meeting together with all available, pertinent material.

1.10.01.040
 

Public Notice of Meetings.  Notice of the dates, times, and places of all the regularly scheduled meetings of the Board and its committees during the fiscal year shall be posted within ten (10) days after the first meeting of the Board or one of its committees in each fiscal year.  Said notice shall be posted at the place of the meeting, on the Board of Governors’ official website, and in such other public places as may be designated by the President.  Notice of the regularly scheduled meetings of the Board shall also be published in an appropriate newspaper on two (2) successive days following the first meeting of the Board during the fiscal year.

1.10.01.050
 

Change in Schedule of Meetings.  If there is a change in the schedule of a regular meeting of the Board or one of its committees, there shall be posted within three (3) days after the meeting at which the change is made a public notice stating the new date, time and place, such posting to occur at the place of the meeting.

1.10.01.060
 

Rescheduled or Special Meetings.  If there is a rescheduled regular meeting or a special meeting of the Board or one of its committees, a public notice stating the date, time and place of the meeting shall be posted at least 18 hours before the meeting.

1.10.01.070
 

Recessed Meetings.  If a meeting of the Board or one of its committees is recessed for more than two days, it can be reconvened only after public notice, which is equivalent to that required for a rescheduled regular or special meeting, has been posted.

1.10.01.080
 

Notice to Public Media.  A copy of any notice of meeting shall be sent free of charge to any newspaper, radio or television station or wire service in the State, upon written request.

1.10.01.090
 

Notice to Private Individuals.  Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party's payment of a yearly fee set by the Secretary, the Secretary to the Board shall send to the requesting party by first-class or electronic mail a copy of any notice required to be posted pursuant to this Bylaw.

1.10.01.100
 

Notice of Special Meetings to Board Members.  Notice of special meetings shall be given to each member of the Board not less than two days in advance, and shall state the purpose or purposes of the meeting, provided, however, that the members of the Board may, in their discretion, waive such notice before, during or after the meeting.

1.10.01.110
 

Emergency Action.  Nothing in these Bylaws shall prohibit or bar the Board from meeting in emergency session.  Such an emergency meeting may be held by the Board if, in the opinion of five members of the Board, an emergency exists which requires Board action.  The Board may also take action in such emergency situation by an affirmative vote by telegram, telephone, electronic mail or regular mail from five members of the Board, subject to ratification and confirmation at the next regular meeting of the Board.

1.10.01.120 Quorum
 

A quorum for business shall be five members of the Board.  Whenever any vacancy shall occur in the Board of Governors by reason of death, resignation, or otherwise, a quorum for the transaction of business shall be a majority of the members of the Board then in office.  Unless otherwise required by law or by these Bylaws, action requires a majority vote of the members in attendance at a duly constituted meeting.

Guidelines for Conducting Meetings of the Board and its Standing Committees

1.10.01.130
 

Board Meetings.  It shall be the business of the meetings of the Board:

1.10.01.140
 

(a) To receive from the President such report as he/she may choose to make, and reports, if any, requested by the Board, and to take appropriate action thereon;

1.10.01.150
 

(b)  To receive reports and recommendations from standing committee meetings and to take appropriate action thereon;

1.10.01.160
 

(c) When appropriate, to receive reports and recommendations of the Executive Committee;

1.10.01.170
 

(d) To receive proposals from the administration, approved by the President, for discussion and action;

1.10.01.180
 

(e)  To receive presentations from persons making proper requests to appear.

1.10.01.190
 

It shall be the business of each meeting of a standing committee to consider and take appropriate action on such items as may properly appear on its agenda.  Neither the Board nor any of its committees will hear appeals in any cases except where the Board has provided by statute that it will do so, or where the final administrative procedure designates the Board of Governors as the hearing board.  However, committees may hear opposing views on policy questions referred to them.

Communications to and from the Board

1.10.01.200
 

Communications to the Board regarding Board issues from members of the University community, including faculty, staff, the administration and students, shall be directed through the President.  Members of the Board, when communicating with members of the University community, shall keep the President advised concerning such communications.

1.10.01.210
 

There will be occasions when an individual member of the Board may be called upon to express an opinion regarding a public matter related to Wayne State University in a capacity other than that of a Board member.  In such instances, the member of the Board should make it clear that the opinion being expressed is not that of the Board or the University.

ARTICLE II. OFFICERS

1.10.01.220 Chair and Vice Chair
 

The Board shall elect a Chair and a Vice Chair annually at the first regular meeting of the calendar year.

1.10.01.230
 

The Chair of the Board shall preside when the Board convenes as a committee of the whole, and shall preside at formal meetings of the Board of Governors in the absence of the President.

1.10.01.240
 

The Vice Chair shall serve as Chair of the committee of the whole in the absence of the Chair, and shall serve as Chair of the Board of Governors in the absence of both the Chair and the President.  The Vice Chair shall assume any and all other responsibilities of the Chair of the Board in the absence of the Chair.

1.10.01.250 The President of the University
 

The President shall be the Chief Executive Officer of the University and shall be elected by a majority of the members of the Board.  The President is an ex-officio member of the Board without vote and, except as provided in Section 2.1, shall preside at the meetings of the Board.  The administration of the University is vested in the President, who shall carry out the policies established by the Board. The President may appoint advisory committees of faculty members, deans and other persons for such purposes as the President deems necessary.

1.10.01.260
 

The President shall designate such other Executive Officers of the University as the President deems necessary and shall designate their duties and responsibilities.  The President shall recommend their appointment to the Board for approval. The President shall make a report of all significant decisions and activities at each meeting of the Board of Governors for the preceding period.

1.10.01.270
 

The President or his/her designee is empowered to execute contracts, agreements, leases or other financial obligations on behalf of the University, as authorized by Statute or resolution.

1.10.01.280 Treasurer
 

The Board shall elect the Treasurer for a term of one year and until a successor has been elected and qualified at the first regular meeting of the calendar year.  The Treasurer shall file a bond with the State with such sureties and in such sums as the Board may designate.  The Treasurer shall serve under the direction and control of the President. A member of the Board shall not be eligible to election as Treasurer.

1.10.01.290
 

The Treasurer shall have the general supervision of and responsibility for the collection, the custody of, and the accounting for all moneys belonging to the University, and it shall be his/her duty to demand and receive all such moneys when due from the State Treasurer, or any other person or persons.

1.10.01.300
 

The Treasurer shall pay all demands upon the University after such payment has been duly authorized by the Board of Governors, or any other proper authority or authorities.

1.10.01.310
 

The Treasurer shall have general supervision of and responsibility for proper management of all operating funds, including working capital, for the conduct of the University, of all gift funds made to and trusts created for the benefit of the University and all investments of University funds.

1.10.01.320
 

The Treasurer may designate Assistant Treasurers as he/she deems necessary to carry out the duties and responsibilities of his/her office.

1.10.01.330 Secretary to the Board
 

The Board shall elect the Secretary for a term of one year and until a successor has been elected and qualified at the first regular meeting of the calendar year.  The Secretary shall serve under the direction and control of the President. A member of the Board shall not be eligible to election as Secretary.

1.10.01.340
 

The Secretary to the Board shall be responsible for the performance of the duties customarily associated with this office, including the following:

1.10.01.350
 

Minutes of Meetings.  The Secretary shall keep Minutes of the meetings of the Board and of all committees, except the Executive Committee indicating the person making and seconding any motion and the vote, an abstract of the arguments presented, and significant statements made by the members, University officers, or others permitted to speak at the meeting.  These Minutes are to be open for inspection by members of the Board of Governors and by the public.  Minutes of meetings of the Board shall be known as "Official Proceedings."

1.10.01.360
 

Notices.  The Secretary shall give all notices required by these Bylaws or by resolution adopted by the Board.

1.10.01.370
 

Agendas.  The President, upon consultation with the Chair and Vice Chair of the Board, shall establish the agenda for the meetings of the Board and its standing committees.  Any member of the Board may request that items be placed on the agenda, by fourteen (14) days written request.

1.10.01.380
 

Notice of Board Action.  The Secretary shall notify all officers and persons concerned of actions taken by the Board, and execute any necessary certifications of official action.

1.10.01.390
 

Correspondence.  The Secretary shall handle all correspondence appropriate to this office and report to the Board all communications addressed to the Board.

1.10.01.400
 

Assistant Secretary.  The President and the Board may designate a person or persons to assist the Secretary in the performance of the responsibilities of that office.

ARTICLE III. COMMITTEES

1.10.01.410 Standing Committees
 

Board membership to standing committees shall be appointed by the Chair by the second regular meeting of the calendar year, after consultation with the President.  A majority of the membership of a standing committee shall constitute a quorum.  The standing committees shall be as follows:

1. The Budget and Finance Committee

2. The Personnel Committee

3. The Student Affairs Committee

4. The Academic Affairs Committee

 

1.10.01.420
 

Each standing committee shall consist of at least three (3) members of the Board, of whom one (l) shall serve as Chair.  The Chair and the Vice Chair of the Board shall also be voting members of all standing committees of the Board.  The standing committees shall hold meetings open to the public to consider such matters as are referred to them as particularly described herein.

1.10.01.430
 

Budget and Finance Committee.  The Budget and Finance Committee shall have the responsibility for reviewing the operating and capital budgets of the University, and shall submit them, with recommendations, to the Board for consideration and adoption prior to their submittal to State officials.  It shall determine adjustments to the Contingency Reserve, the Reserve for Non-Recurring Projects and other fund reserves based on recommendations from the Treasurer and the President.  Such adjustments are to be reported to the Board.

1.10.01.440
 

This Committee shall also have the responsibility for reviewing and recommending to the Board for action appropriate policies to govern the award of any contracts, agreements, leases, or other financial obligations contemplated by the University.  A quorum shall consist of a majority of the members of the Committee, including at least two (2) members of the Board of Governors.

1.10.01.450
 

Personnel Committee.  The Personnel Committee shall have the responsibility for reviewing general policies which affect University employees and shall make recommendations to the Board in regard thereto.  It will hear appeals only where provided by Board statutes.  A quorum shall consist of a majority of the members of the Committee, including at least two (2) members of the Board of Governors.

1.10.01.460
 

Student Affairs Committee.  The Student Affairs Committee shall be responsible for reviewing and making recommendations to the Board regarding student affairs.  A quorum shall consist of a majority of the members of the Committee, including at least two (2) members of the Board of Governors.

1.10.01.470
 

Academic Affairs Committee.  The Academic Affairs Committee shall be responsible for reviewing and making recommendations to the Board regarding academic and educational policies and goals.  A quorum shall consist of a majority of the members of the Committee, including at least two (2) members of the Board of Governors.

1.10.01.480
 

Faculty and Student Participation in Board Committees.  A representative of the faculty and a designated alternate, and a student representative and a designated alternate are entitled to participate in all deliberations of the Budget and Finance Committee, the Personnel Committee, the Student Affairs Committee, the Academic Affairs Committee, and all such special committees as the Board may designate.  Such representatives, or in the absence of the representative, the alternate, shall have a vote in all matters which come before their respective committees, except as to those matters where the Board has delegated final decision-making power to the committee.  Upon the request of any member of the Board, without regard to whether that member of the Board is a member of the standing committee in question, any agenda item or other matter shall be removed from the jurisdiction of the committee to that of the committee of the whole for consideration therein.

1.10.01.490
 

The student member and alternate member shall be appointed by the Student Council for a one-year term beginning in June and ending in May, and the faculty member and alternate member shall be appointed by the Academic Senate for a one-year term beginning in September and ending in August.  The student appointments shall be subject to the approval of the President or his/her designee.

1.10.01.500
 

If the names of the student appointee(s) have not been submitted to the President by the first of July of each year, the President shall immediately proceed to appoint the representative(s) in an appropriate manner, and student representative(s) so appointed shall continue in office until the first of October, at which time the President may reappoint the representative(s) for the balance of the term of office if Student Council appointee(s) have not been presented to him/her.  In the event that it is necessary to replace a student representative during a regular term of office, the President or his/her designee shall so notify the Student Council in writing.  If appointees(s) have not been presented to the President within thirty (30) days from the date of the President's letter, the President shall then appoint a student representative as provided for herein.

Executive Committee

1.10.01.510
 

The Executive Committee shall consist of all of the members of the Board of Governors then in office and the President.  It shall consider all matters brought before it by the President and members of the Board.  It shall meet in private session only for such purposes as deemed appropriate by the Board and permitted by law.

1.10.01.520
 

Calling an Executive Session.  The Board may at its annual meeting or from time to time schedule regular meetings of the Executive Committee.  In the event the Board elects to meet in Executive Session, it shall do so by convening a meeting of the Executive Committee.  A two-thirds vote of members of the Board then in office shall be required to schedule regular meetings of the Executive Committee or to call a meeting of the Executive Committee.  The vote shall be entered into the Minutes of the meeting at which the vote is taken.

1.10.01.530
 

Executive Committee Minutes.  The President or the President’s designee shall take Minutes of the Executive Committee of the Board of Governors.  They shall be retained by the Secretary.  Said Minutes will be open for inspection by members of the Board of Governors and provided to Board members upon request.  They shall not be available to the public and shall only be disclosed pursuant to proper court order.  These Minutes may be destroyed one (l) year and one (l) day after approval of the Minutes of the regular meeting at which the executive session was approved.

1.10.01.540
 

Subcommittees of the Executive Committee.   Subcommittees of the Executive Committee may be appointed from time to time by the Board of Governors.

Subcommittees of the Executive Committee

1.10.01.550 Audit Subcommittee
 

The Audit Subcommittee is a standing subcommittee of the Executive Committee.  The Board of Governors adopted an Audit Subcommittee Charter in September 2004, which defines the purpose, authority and composition, terms of appointment, frequency of meetings, and responsibilities of the Audit Subcommittee.  The Audit Subcommittee shall consist of no more than three members of the Board of Governors, who shall serve a three-year term, staggered to the extent possible, to provide continuity of service.  The purpose of the Audit Subcommittee, as more fully defined by its Charter, is to assist the Board of Governors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the audit process, and the University’s process for monitoring compliance with laws and regulations. The Audit Subcommittee shall review annually the account structure of the President’s Office and the annual Audit and financial statements of the University and shall report to the Board through the Executive Committee.

Special Committees

1.10.01.560
 

Special committees may be appointed from time to time by the Board, after consultation with the President, as is deemed to be appropriate.  The membership of such committees shall be determined by the Board and the President.

ARTICLE IV. MISCELLANEOUS

1.10.01.570 Rules of Procedure
 

In the absence of specific provisions to the contrary, the rules of parliamentary procedure which shall be followed by the Board and its committees shall be the procedure prescribed in Robert's Rules of Order.

1.10.01.580 Conflict of Interest
 

Pursuant to its Conflict of Interest Policy, not later than the first meeting of the Board of every fiscal year, the Secretary shall distribute a copy of the Conflict of Interest Policy to each Board member. It shall be the responsibility of each member of the Board to promptly report and disclose any potential conflict of interest to the Board, using the process identified in Sections V and VII of the Board’s Conflict of Interest Policy, a copy of which is attached.

ARTICLE V. AMENDMENTS

1.10.01.590 Amendments
 

Any Bylaw may be suspended by a two-thirds vote of the members present provided that said two-thirds vote shall constitute a majority of the membership of the Board.

1.10.01.600
 

Additional Bylaws may be adopted and any Bylaw may be rejected or amended by a majority of the membership of the Board provided that notice thereof in writing has been sent by mail or messenger to all members at least five (5) days prior to a regular meeting at which action is to be taken.

Legistative History

Adopted 9 July 1982 Official Proceedings (OP) 26:3722. Amended 16 July 1993 OP 37:4963; 25 July 1997 OP 41:5465; 31 July 2002 OP 46:5955; 1 October 2003 OP 48:6077; 28 November 2007 OP 52:6469.