ARTICLE I. MEETINGS

1.2  Notice of Meetings

conference, or by telephone conference.  Whenever any vacancy shall occur in the Board 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 voting members in attendance at a duly constituted meeting.

1.4  Guidelines for Conducting Meetings of the Board and its Standing Committees

(a) To receive from the President and senior administration such reports as they  may choose to make, and reports, if any, requested by the Board, and to take appropriate action thereon;

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

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

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

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

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 as the hearing board.  However, committees may hear opposing views on policy questions referred to them.

1.5  Communications to and from the Board

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

ARTICLE II. OFFICERS

The voting members of the Board shall elect a Chair and a Vice Chair annually at the December regular meeting to be effective for the following calendar year. 

The Chair of the Board shall preside at meetings of the Executive Committee.  The Chair shall also preside at formal meetings of the Board in the absence of the President.

The Vice Chair shall serve as Chair of the Board in the absence of the Chair.  The Vice Chair shall assume any and all other responsibilities of the Chair of the Board in the absence of the Chair.

The President shall be the chief executive officer of the University and shall be elected by a majority of the voting 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 public 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.

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 the appointment of deans and vice presidents, as delineated in Board Statute 2.12.01.01, to the Board for approval. The President shall make a report of all significant decisions and activities at each meeting of the Board for the preceding period.

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.

At its December regular meeting, the voting members of the Board shall elect the Treasurer for the following calendar year. The Treasurer shall file a bond with the State with such sureties and in such sums as the Board may designate.  The voting members of the Board may vote to remove the Treasurer from office at any time. A duly elected Treasurer will continue to serve as Treasurer until the voting members of the Board elect asuccessor. A member of the Board shall not be eligible to election as Treasurer. 

The Treasurer’s University employment shall be supervised by the President.   

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

The Treasurer shall pay all demands upon the University after such payment has been duly authorized by the Board, or by duly delegated authority.

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.

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

At its December regular meeting, the voting members of the Board shall elect the Secretary for the following calendar year. The voting members of the Board may vote to remove the Secretary from office at any time. A duly elected Secretary will continue to serve as Secretary until the voting members of the Board elect a successor. A member of the Board shall not be eligible to election as Secretary.

The Secretary’s University employment shall be supervised by a University designee selected by the President.  

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

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

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.

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

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

The Chair shall appoint members to standing committees by the  first regular meeting of the calendar year.  A majority of the members of a standing committee shall constitute a quorum.  The standing committees shall be as follows:

1.    The Academic and Student Affairs Committee

2.    The Budget and Finance Committee

3.   The Personnel Committee

4.   The Health Affairs, Research and Economic Development Committee

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

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 its reviews to the Board with recommendations 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 for consideration and adoption.

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 members of the Board.

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 Academic Affairs Committee, the Budget and Finance Committee, the Personnel Committee, the Student Affairs Committee, and on such special committees where the Board designates their participation.  Such representatives, not including alternates, 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.

The student member and alternate member shall be appointed by the Student Senate 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.

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 Senate 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 Senate 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.

3.2  Executive Committee

The Executive Committee shall consist of all of the voting members of the Board 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.

Executive Committee Minutes.  The President or the President’s designee shall take Minutes of the Executive Committee of the Board.  They shall be retained by the Secretary.  Said Minutes will be open for inspection by members of the Board 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.  The Minutes of the Executive Committee record only the action taken, along with the person making and seconding the motion, and are signed by the President.

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

3.3  Subcommittees of the Executive Committee

TThe Audit Subcommittee shall be a standing subcommittee of the Executive Committee.  The Board 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 voting members of the Board, 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 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.

3.4  Special Committees

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

ARTICLE IV. MISCELLANEOUS

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 the latest published edition of Robert's Rules of Order.

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 voting 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

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

Additional Bylaws may be adopted and any Bylaw may be rejected or amended by a majority of the voting members 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.