Articles & Bylaws
University of Richmond Amended and Restated Articles of Incorporation
Amended and Restated, April 24, 2020
ARTICLE I
Name
The name of the corporation is University of Richmond (hereinafter referred to as the “University”), a Virginia nonstock corporation.
ARTICLE II
Purpose
The University is organized and shall be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. More specifically and without limiting or expanding the foregoing, the purpose of the University is to promote, maintain, and conduct a university for academic, scientific, and professional education and learning. The University shall provide a coordinate experience for men and women. The preceding sentences shall not limit the ability of the University to carry out any other charitable or educational purpose previously set forth in this Article.
ARTICLE III
Rights and Restrictions
No part of the net earnings of the University shall inure to the benefit of or be distributable to its Trustees, officers, or other private persons except that the University shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. Except as permitted under sections 501(h) and 4911 of the Internal Revenue Code, no substantial part of the activities of the University shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the University shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The University shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code or by any organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.
ARTICLE IV
Dissolution
Upon the dissolution of the University, and after all of its liabilities and obligations have been paid, satisfied, and discharged or adequate provisions are made therefor, all of the University’s remaining assets shall be distributed to one or more organizations selected by the University’s Board of Trustees that are organized and operated exclusively for charitable and educational purposes within the meaning of sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code.
ARTICLE V
Members
The University shall have no members.
ARTICLE VI
Trustees
The number of and qualifications for Trustees of the University shall be set forth in the Bylaws. The University’s Board of Trustees shall consist of the following classes of Trustees.
6.1. Elected Trustees. All Trustees other than the Ex Officio Trustee shall be designated as the Elected Trustees. Trustees shall be elected by the Trustees at the annual meeting, or at a special meeting called for that purpose, in accordance with the Bylaws. No individual shall be elected as an Elected Trustee without his or her prior consent.
(i) Trustees Elected for Terms Commencing on or After July 1, 2016. Any Trustee whose initial term of service begins on or after July 1, 2016 shall be elected for an initial term of three years and, if re-elected, may serve up to two additional, consecutive three-year terms;
(ii) Trustees Elected for Terms Commencing Prior to July 1, 2016. Any Trustee whose initial term of service began prior to July 1, 2016 shall be eligible for re-election as follows:
(a) Each Trustee serving in his or her initial term as of April 22, 2016 shall be eligible for re-election to a second term of three years and to third and fourth terms of one year each;
(b) Each Trustee serving in his or her second term as of April 22, 2016 shall be eligible for re-election to a third and final term of one year.
(iii) Vacancies. A vacancy on the Board of Trustees, including a vacancy resulting from the removal of a Trustee or the resignation of a Trustee prior to completion of his or her term, may be filled by the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present or of a majority of the remaining Trustees though less than a quorum of the Board of Trustees.
6.2 Ex Officio Trustee. The President of the University shall be designated as the Ex Officio Trustee. The Ex Officio Trustee shall serve for a term that equals his or her tenure in the office of President. No individual shall be an Ex Officio Trustee without his or her prior consent.
ARTICLE VII
Limit on Liability and Indemnification
7.1 Definitions. For purposes of this Article the following definitions shall apply:
(i) “University” means this University only and no predecessor entity or other legal entity;
(ii) “expenses” include counsel fees, expert witness fees, and costs of investigation, litigation, and appeal, as well as any amounts expended in asserting a claim for indemnification;
(iii) “liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) “legal entity” means a corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise;
(v) “predecessor entity” means a legal entity the existence of which ceased upon its acquisition by the University in a merger or otherwise; and
(vi) “proceeding” means any threatened, pending, or completed action, suit, proceeding, or appeal, whether civil, criminal, administrative, or investigative and whether formal or informal.
7.2 Limit on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the Trustees and officers of the University shall not be liable to the University.
7.3 Indemnification of Trustees and Officers. To the fullest extent permitted by applicable law, the University shall indemnify any individual who is, was, or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the University) because such individual is or was a Trustee or officer of the University, or because such individual is or was serving the University or any other legal entity in any capacity at the request of the University while a Trustee or officer of the University, against all liabilities and reasonable expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the University shall be deemed service at the request of the University.
7.4 Indemnification - Defined Contribution Retirement Plan. The University shall indemnify and maintain and keep in force insurance (in such form and amount as may be determined by the University from time to time) to hold harmless and defend the members of the Board of Trustees (the “Board”) (and any employees of the University who are rendering services to the Board or for the University of Richmond Defined Contribution Retirement Plan (the “Plan”)) from any claim, loss, damage, liability and expense (including costs and attorneys’ fees) arising from their acts or failure to act with respect to the Plan, except where such actions or failure to act involved willful misconduct. However, where the University purchases insurance to cover these claims, there shall be no right of indemnification against the University except to the extent that such insurance does not cover the full amount of a covered claim and any related expenses.
7.5 Determination As To Permissable Indemnification and Evaluation of Expenses. The determination that indemnification under this sections 7.3 or 7.4 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a Trustee, as provided by law, and in the case of an officer, as provided in section 7.6 of this Article; provided, however, that if a majority of the Trustees of the University has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel selected by such person with the approval of the Board of Trustees, which approval shall not be unreasonably withheld. Unless a determination has been made that indemnification is not permissible, the University shall make advances and reimbursements for expenses incurred by a Trustee or officer in a proceeding upon receipt of an undertaking from such Trustee or officer to repay the same if it is ultimately determined that such Trustee or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Trustee or officer and shall be accepted without reference to such Trustee’s or officer’s ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Trustee or officer acted in such a manner as to make such Trustee or officer ineligible for indemnification. The University is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its Trustees or officers to the same extent provided in this Article VII.
7.6 Indemnification of Others. The University may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its Trustees and officers pursuant to sections 7.3 and 7.4, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the University, and may contract in advance to do so. The determination that indemnification under this section 7.6 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Trustees, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under sections 7.3 or 7.4 of this Article shall be limited by the provisions of this section 7.6.
7.7 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors, and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the University. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the University, and indemnification under policies of insurance purchased and maintained by the University or others. However, no person shall be entitled to indemnification by the University to the extent he or she is indemnified by another, including an insurer. The University is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the University or any other legal entity at the request of the University regardless of the University’s power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the University from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
7.8 Application; Amendments. The provisions of this Article shall be applicable from and after its adoption even though some or all of the underlying conduct or events relating to a proceeding may have occurred before its adoption. No amendment, modification, or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification, or repeal. The process for amending the Articles of Incorporation is specified in the Virginia Nonstock Corporation Act.
ARTICLE VIII
Internal Revenue Code
Each reference in these Amended and Restated Articles of Incorporation to a section of the Internal Revenue Code means such section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.
University of Richmond Amended and Restated Bylaws
Amended and Restated, October 6, 2017
ARTICLE I
Trustees
1.1 General Powers. The University shall have a Board of Trustees. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the University managed under the direction of, its Board of Trustees, except as delegated pursuant to these Bylaws, by resolution of the Board of Trustees, or by a policy adopted by the Board of Trustees, including but not limited to the Contract Approval and Signature Authority Policy. These powers of the Board shall include but shall not be limited to the following:
a. adopting, modifying, or amending the mission statement of the University;
b. approving degrees in course and honorary degrees;
c. approving the establishment of new degree programs and the termination of existing degree programs;
d. approving and adopting other major changes in the education program of the University, such as the establishment of new schools;
e. awarding of promotion and tenure to faculty and emeritus/a status for retiring faculty and administrators and authorizing the establishment of endowed professorships and chairs and faculty appointments to such professorships and chairs;
f. authorizing any changes in tuition, room, and board rates;
g. reviewing and approving the annual operating and capital budgets and plans of the University;
h. overseeing management of the University’s endowment and establishing and approving all amendments to the endowment spending policy of the University;
i. authorizing the disposition, sale, lease, or purchase of real property for the use of the University;
j. authorizing design and construction of new buildings on the University’s campus and the renovation of existing buildings;
k. approving the naming of buildings in honor of an individual or entity;
l. authorizing the incurring of debts by the University and the securing thereof by mortgage and pledge of real and personal property, tangible and intangible, owned or to be after-acquired by the University;
m. authorizing comprehensive institutional fund-raising campaigns; and
n. approving institution-wide strategic plans.
1.2 Number. The number of Trustees of the University shall be not less than ten (10) or more than thirty (30).
1.3 Election, Term, and Term Limits. Elected Trustees shall be elected in the manner and for the terms set forth in the Articles of Incorporation. The term of service for a Trustee shall be calculated as beginning on July 1st of the fiscal year in which the Trustee is elected. An Elected Trustee may serve the number of consecutive terms and years allowed by the Articles of Incorporation; thereafter, he or she shall not be eligible to serve as an Elected Trustee until he or she has not served as an Elected Trustee for one year or more. Notwithstanding the foregoing, the term of an Elected Trustee who is currently serving as Rector or is elected to serve as Rector of the University at the time of expiration of his or her term as a Trustee (or any extension of such term under this provision) shall be extended for such period as is necessary to permit such Elected Trustee to complete his or her service as Rector of the University.
1.4 Removal; Vacancies. The Board of Trustees may remove any Trustee prior to the expiration of his or her current term for good cause. Good cause shall include, but shall not be limited to: (a) the failure or unwillingness of a Trustee to abide by the Bylaws, policies, and procedures of the University; (b) the failure or unwillingness of a Trustee to carry out his or her duties in accordance with applicable law or the policies and procedures of the University, including attending half or more of regularly scheduled meetings of the Board of Trustees over a two-year period (absent a showing of reasons acceptable to the Board); or (c) any action by a Trustee that may negatively reflect on the University. A Trustee may be removed but only at a meeting called for that purpose, and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Trustee. The removal of a Trustee shall be effective only upon the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present. A vacancy on the Board of Trustees, including a vacancy resulting from the removal of a Trustee, may be filled in accordance with the Articles of Incorporation. A Trustee may resign at any time by providing notice in writing to the Rector. In the case of a resignation that will become effective at a specified later date, the vacancy may be filled before the vacancy occurs, but the new Trustee may not take office until the vacancy occurs. Any such election to fill a vacancy shall be for the unexpired term of such Trustee.
1.5 Annual and Regular Meetings. An annual meeting of the Board of Trustees shall be held on such day in April or May of each year as shall be determined by the Rector. Regular meetings of the Board of Trustees shall be held on such day in September or October, such day in December or January, and such day in February or March as shall be determined by the Rector. Notwithstanding the foregoing, the Rector may cancel the regular meeting to be held in December or January in any year in which the Rector, after consultation with the President, determines that the December or January meeting is unnecessary. Notice of cancellation of the December or January meeting shall be given to each Trustee not less than thirty (30) days before the December or January meeting in accordance with the method set forth in section 1.7 of these Bylaws. The annual and regular meetings of the Board of Trustees shall be held, either within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting and approved by the Rector, the President, or the Board of Trustees. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the University.
1.6 Special Meetings. Special meetings of the Board of Trustees may be called by the Rector, the President, or twenty (20) percent of the Trustees and shall be held at such times and such places, within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting and approved by the Rector, the President, or the Board of Trustees. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the University.
1.7 Notice of Meetings. Notice of the annual and regular meetings of the Board of Trustees shall be given to each Trustee not less than ten (10) days before the meeting, and notice of special meetings of the Board of Trustees shall be given to each Trustee not less than five (5) days before the meeting, by delivering the same to the Trustee in person or to the Trustee’s residence or business address (or such other place as the Trustee may have directed in writing) by mail, messenger, telecopier, facsimile, telegraph, electronic mail, or other means of written communication or by telephoning such notice to the Trustee. Any such notice shall set forth the time and place of the meeting. The Board of Trustees reserves the right to prescribe shorter and different notice requirements in the case of emergency.
1.8 Waiver of Notice. A Trustee may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice, and such waiver shall be the equivalent to the giving of such notice. Except as provided in the next paragraph of this section 1.8, the waiver shall be in writing, signed by the Trustee entitled to the notice, and filed with the minutes or corporate records.
A Trustee’s attendance at or participation in a meeting waives any required notice to the Trustee of the meeting unless the Trustee at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
1.9 Quorum; Voting. A majority of the number of Trustees then serving shall constitute a quorum for the transaction of business at a meeting of the Board of Trustees. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Trustees present is the act of the Board of Trustees. A Trustee who is present at a meeting of the Board of Trustees when corporate action is taken is deemed to have assented to the action taken unless the Trustee (i) objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting specified business at the meeting; or (ii) votes against, or abstains from, the action taken.
1.10 Telephonic/Electronic Meetings. The Board of Trustees may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other and speak during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting.
1.11 Action Without Meeting. Action required or permitted to be taken at a Board of Trustees’ meeting may be taken without a meeting if each Trustee signs a consent describing the action to be taken and delivers it to the University. Such consents, may be signed in counterparts, by each Trustee and shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section 1.11 becomes effective when the last Trustee signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Trustee. For purposes of this section 1.11, a written consent and the signing thereof may be accomplished by one or more electronic transmissions.
1.12 Compensation. No Trustee shall be entitled to any direct or indirect compensation related to his or her services as a Trustee.
ARTICLE II
COMMITTEES
2.1 Committees. The University shall have the committees set forth in this Article. In addition, the Board of Trustees may create additional committees and appoint members of the Board of Trustees to serve on them. Unless otherwise provided in these Bylaws, each committee shall have three (3) or more members who serve at the pleasure of the Board. Subject to the approval of the Board of Trustees, the Rector shall appoint all committee members, after consultation with the President and solicitation of Trustee preferences. The Rector may remove any committee member in consultation with the Executive Committee. Unless a member resigns, is removed, or his or her term expires, he or she shall continue as a committee member until a successor has been designated.
2.2 Authority of Committees. Each committee may exercise the authority specified by the Board of Trustees, except that a committee may not (i) fill vacancies on the Board of Trustees or any of its committees, (ii) amend the Articles of Incorporation, (iii) adopt, amend, or repeal these Bylaws, or (iv) approve a plan of merger. In addition to the duties specified below, each committee shall also perform such duties as are specified in such committee charter as may be approved by the Board of Trustees.
2.3 Executive Committee. The Executive Committee shall have and exercise the authority of the Board of Trustees between meetings of the Board of Trustees and be empowered to act in all situations except the Executive Committee shall not have authority to appoint or remove the President of the University or to exercise those powers reserved to the Board of Trustees as specified in section 2.2 of these Bylaws. The Executive Committee shall consist of the Rector, who shall be the Chair of the Executive Committee, the Vice Rector, the President, and, subject to the approval of the Board of Trustees, at least three (3) other Trustees appointed by the Rector. Minutes shall be kept recording the actions of the Executive Committee, and all such actions shall be reported to the Board of Trustees at its next meeting.
2.4 Audit and Compliance Committee. The Board of Trustees shall have an Audit and Compliance Committee consisting of three (3) or more Trustees as appointed members, none of whom shall be officers of the University and at least one of whom shall have financial expertise. The Audit and Compliance Committee shall regularly review the adequacy of the University’s internal financial controls, review with the University’s independent public accountants the annual audit program and the University’s financial statements, oversee the function of the Office of the Internal Audit, recommend the selection of the University’s independent public accountants, and oversee the University’s compliance program. The Audit and Compliance Committee may also perform the foregoing functions for any wholly-owned subsidiary of the University, if those duties are so delegated to it by the governing Board of that entity with the approval of the Board of Trustees.
2.5 Compensation Committee. The Board of Trustees shall have a Compensation Committee consisting of the Rector, who shall be the Chair of the Compensation Committee, the Vice Rector, and, subject to the approval of the Board of Trustees, one (1) or more additional Trustees as appointed by the Rector. The Compensation Committee shall establish the compensation of the President, review the President’s performance annually, and be responsible for the terms of the President’s contract renewal; approve the recommendations of the President for the compensation of those senior administrators who report to the President and review annually with the President his or her assessment of the performance of those administrators; approve the recommendations of the President regarding other individual contracts and appointments that are at or above the compensation and benefits threshold established for Committee review for employees of the University and of organizations or entities in which the University has a controlling interest; and review and approve institutional compensation policies and those of organizations or entities in which the University has a controlling interest.
2.6 Trusteeship Committee. The Board of Trustees shall have a Trusteeship Committee consisting of three (3) or more Trustees. The Trusteeship Committee shall recommend to the Board of Trustees the names of individuals for election as Elected Trustees of the University and such officers as are elected by the Board of Trustees and recommend to the Board of Trustees those former Trustees of the University and Elected Trustees whose terms are expiring who should be elected Trustees Emeriti. The Trusteeship Committee shall also develop and maintain criteria for the evaluation of the Board of Trustees, individual Trustees, and Trustees Emeriti and conduct regular evaluations of Trustees and Trustees Emeriti. In addition, the Trusteeship Committee shall direct the Board of Trustees’ orientation and mentoring programs, ensure that the experience of former Elected Trustees is used to the benefit of the University, and undertake exit interviews with Elected Trustees whose terms are expiring to ascertain the appropriate level of ongoing University involvement.
2.7 Academic and Enrollment Management Committee. The Board of Trustees shall have an Academic and Enrollment Management Committee consisting of three (3) or more Trustees and such other members as may be specified in a charter for the committee approved by the Board of Trustees. The Academic Program and Enrollment Management Committee shall provide oversight to the faculty and academic programs of the University and to policy and strategy related to the recruitment of students and institutional enrollment management.
2.8 Student Development Committee. The Board of Trustees shall have a Student Development Committee consisting of three (3) or more Trustees and such other members as may be specified in a charter for the committee approved by the Board of Trustees. The Student Development Committee shall provide oversight in connection with the well-being of the University’s students.
2.9 Advancement and Communications Committee. The Board of Trustees shall have an Advancement and Communications Committee consisting of three (3) or more Trustees and such other members as may be specified in a charter for the committee approved by the Board of Trustees. The Advancement and Communications Committee shall provide oversight to the University’s fund raising; alumni and career services; communications and public relations; and related activities.
2.10 Business Management Committee. The Board of Trustees shall have a Business Management Committee consisting of three (3) or more Trustees and such other members as may be specified in a charter for the committee approved by the Board of Trustees. The Business Management Committee shall provide oversight to the business management of the University and its physical facilities.
2.11 Investment Committee. The Board of Trustees shall have an Investment Committee consisting of two (2) or more Trustees and such other members as may be specified in a charter for the committee approved by the Board of Trustees. The Investment Committee shall provide oversight of the management of the University’s endowment and other investment assets and, subject to the approval of the Board of Trustees, shall formulate the investment policies of the University.
2.12 Participation of Others on Committees. The Rector, Vice Rector, and President shall be either appointed members or members ex officio of all committees, except that the President shall not be a member of the Compensation Committee, and may attend and participate in any meeting of any committee set forth in this Article II or otherwise established by the Board of Trustees. The Rector, Vice Rector, and President may vote on any matter coming before the committee at such meeting, but, to the extent the Rector, Vice Rector, or President is not otherwise an appointed member of such committee, his or her attendance at such meeting shall not count towards the establishment of a quorum for the transaction of business by such committee.
The Rector may appoint one or more faculty members, students, or alumni association representatives, upon recommendation of the President, who may consult with others, including, but not limited to, the University faculty and the academic deans, to serve on each of the Academic and Enrollment Management Committee, the Student Development Committee, the Advancement and Communications Committee, and the Business Management Committee. The Rector may also appoint one or more Trustees Emeriti to these same committees, as well as to the Audit and Compliance Committee. The Rector, in consultation with the President, who may consult with others, may also appoint one or more Trustees Emeriti, former Trustees, or other individuals with relevant experience to the Investment Committee. Any Trustee Emeritus/a, faculty member, student, or alumni association representative appointed to any such committee may vote in committee on any matter to be presented to the Board of Trustees or Executive Committee as a recommendation of such committee, but not on any matter in which the committee is exercising the final authority of the Board of Trustees. Except as otherwise specified in the charter of a committee that has been approved by the Board of Trustees, the attendance of any Trustee Emeritus/a, faculty member, student, or alumni association representative appointed to any committee shall not count towards or against the establishment of a quorum for the transaction of business by such committee.
The Rector may appoint one or more officers or other individuals who are not Trustees to serve on any committee of the Board other than the Executive Committee, the Compensation Committee, and the Trusteeship Committee. Unless otherwise specified in such committee’s charter, any officer or other individual so appointed shall have no vote on such committee, but shall instead serve in an advisory capacity.
2.13 Committee Meetings; Miscellaneous. To the extent not otherwise provided in these Bylaws or by direction of the Board of Trustees, the provisions of these Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Trustees shall apply to committees of Trustees and their members as well; provided, however, that the Executive Committee of the Board may meet on notice of less than five (5) days but at least twenty-four (24) hours in the event the Rector and the President agree that such notice is necessary and in the best interest of the University.
2.14 Special Committees and Task Forces. The Rector may designate and appoint members to one or more special committees or task forces, whose discrete purpose and duration shall be specified in the committee or task force charge.
ARTICLE III
OFFICERS AND DEANS OF ACADEMIC SCHOOLS
3.1 Officers. The officers of the University shall be the Rector; the Vice Rector; the President; the Secretary; the Executive Vice President and Provost; and the Executive Vice President and Chief Operating Officer, who shall also hold the office of Treasurer. The President may appoint other Vice Presidents, officers, or assistant officers as may be deemed necessary or advisable to carry out the business of the University. The officers shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be lawfully provided in these Bylaws or by resolution of the Board of Trustees consistent with these Bylaws, or, in the case of the Executive Vice President and Provost, Executive Vice President and Chief Operating Officer, and any other Vice President, officer, or assistant officer appointed by the President, by direction of the President.
3.2 Deans of Academic Schools. The University shall have such deans of academic schools as may be deemed necessary or advisable. All deans of academic schools shall report to the Executive Vice President and Provost.
3.3 Election and Appointment; Term. The Board of Trustees shall elect the Rector for a two-year term at the annual meeting of the Board of Trustees held in April or May of the year immediately preceding the expiration of the Rector’s term. The Board of Trustees shall elect the Vice Rector for a one-year term at the annual meeting of the Board of Trustees held in April or May of each year. The Rector and Vice Rector shall take office on the immediately succeeding July 1 following their election, and shall hold office, unless removed, until the expiration of his or her respective term or until his or her successor is elected.
3.3.a. The Board of Trustees shall elect the President whenever any vacancy occurs in such office, after receiving recommendations for such office from a search committee appointed by the Rector. The President shall serve at the pleasure of the Board of Trustees.
3.3.b. The Board of Trustees, in consultation with the President, shall elect the Secretary whenever any vacancy occurs in that office. The Secretary shall serve at the pleasure of the President and Board of Trustees.
3.3.c. The Board of Trustees, upon the recommendation of the President, shall elect the Executive Vice President and Provost and the Executive Vice President and Chief Operating Officer, whenever any vacancy occurs in either office. The Executive Vice President and Provost and the Executive Vice President and Chief Operating Officer shall serve at the pleasure of the President and Board of Trustees.
3.3.d. The President shall appoint such other Vice Presidents, officers, or assistant officers as he or she deems necessary or advisable to carry out the business of the University, and may receive recommendations from a search committee appointed by the President or Executive Vice President if the President or Executive Vice President deems it appropriate to do so. Such other Vice Presidents, officers, and assistant officers shall serve at the pleasure of the President. In creating or eliminating any Executive Vice President or Vice President position, the President shall consult with the Executive Committee.
3.3.e. The President, after consultation with the Executive Vice President and Provost, shall appoint the deans of the academic schools, subject to the approval of the Board of Trustees.
3.4 Removal; Resignation. The Board of Trustees may remove the Rector, the Vice Rector, the President, the Secretary, and in its discretion or upon recommendation of the President, the Executive Vice President and Provost and the Executive Vice President and Chief Operating Officer, at any time, with or without cause. The President may remove any Vice President, officer, or assistant officer appointed by the President at any time, with or without cause. The President or the Executive Vice President and Provost may remove any dean of an academic school at any time, with or without cause. The Rector, Vice Rector, President, and Secretary may resign at any time upon written notice to the Board of Trustees, and no acceptance of resignation shall be necessary to make it effective. Any other Executive Vice President, Vice President, officer, or assistant officer may resign at any time upon written notice to the President, and no acceptance of resignation shall be necessary to make it effective. Any dean of an academic school may resign at any time upon written notice to the Executive Vice President and Provost, and no acceptance of resignation shall be necessary to make it effective.
3.5 Rector. The Rector shall be a member of the Board of Trustees. The Rector may serve up to a maximum of two consecutive two-year terms and thereafter shall not be eligible to serve as Rector until he or she has not served as Rector for one year or more. The Rector, if present, shall chair all meetings of the Board of Trustees. The Rector shall have such other duties as specified in these Bylaws or as assigned from time to time by the Board of Trustees.
3.6 Vice Rector. The Vice Rector shall be a member of the Board of Trustees. In the case of the absence, disability, or death of the Rector, the Vice Rector shall carry out the duties of the Rector. The Vice Rector shall have such other duties as assigned from time to time by the Board of Trustees.
3.7 Powers and Duties of the President. The President shall be the chief executive officer of the University on a full-time basis and shall be responsible for its business, affairs, and properties, subject to the control of the Rector and the Board of Trustees in accordance with the University’s Articles of Incorporation and these Bylaws. Consistent with applicable policies and resolutions adopted by the Board of Trustees, the President shall have authority to sign, execute, and deliver in the name of the University, all authorized deeds, mortgages, bonds, contracts or other instruments. In general, the President shall perform all the duties ordinarily incident to the office of a President of a university and such other duties as, from time to time, may be assigned by the Board of Trustees.
3.8 Powers and Duties of the Secretary. The Secretary shall keep a faithful record of all meetings of the Board of Trustees, give notice of time and place for holding each meeting of the Board of Trustees as specified in section 1.7 of these Bylaws, and file and safely keep all documents entrusted to his or her care. The books and papers kept by the Secretary shall be subject at all times to inspection by the Board of Trustees, the President, or any duly authorized committee of the Board of Trustees. The Secretary shall have custody of the University seal and shall affix the same to all instruments requiring it when authorized by the Board of Trustees, or the President, or the duly authorized officer of the University, and shall attest the same. The Secretary shall perform such other duties as ordinarily incident to the office of a secretary of a corporation and such other duties as may be assigned by the Trustees or the President.
3.9 Powers and Duties of the Executive Vice President and Provost. The Executive Vice President and Provost shall be the chief academic officer of the University under the President. The Executive Vice President and Provost shall be responsible to the President and shall keep the President informed of all material matters pertaining to the academic program of the University, and from time to time the President may assign the Executive Vice President and Provost supervisory duties and responsibilities not specified in the Bylaws. In the case of the disability or death of the President, and except as otherwise provided by the Rector or the Board of Trustees, the Executive Vice President and Provost shall carry out the duties of the President.
3.10 Powers and Duties of the Executive Vice President and Chief Operating Officer. The Executive Vice President and Chief Operating Officer shall be the chief financial officer, treasurer, and administrative officer of the University under the President in charge of the business and financial affairs of the University. The Executive Vice President and Chief Operating Officer shall have charge of and be responsible for all funds, securities, receipt, and disbursements of the University and shall deposit or cause to be deposited, in the name of the University, all moneys or other valuable effects in such banks, trust companies, or depositories as may be designated by the Executive Vice President and Chief Operating Officer, as provided herein. The Executive Vice President and Chief Operating Officer shall maintain full and accurate accounts of all assets, liabilities, and transactions of the University and shall render to the President and the Board of Trustees at regular meetings, or whenever they may require it, an account of all financial transactions of the University and of the financial condition of the University. Consistent with applicable policies and resolutions adopted by the Board of Trustees, the Executive Vice President and Chief Operating Officer shall also:
a. In the ordinary course of the University’s business, have the authority to open and operate or to authorize other University employees to open and operate bank accounts in the University’s name (reporting any such activity to the Business Management Committee at the next regular meeting), to instruct the transfer of funds, to issue checks and other instruments, and otherwise to manage and transact in funds in such accounts;
b. Be responsible for the collection of all moneys due and payable to the University;
c. Have the authority to discharge all debts or other obligations of the University when due and payable and to issue checks or other instruments in payment thereof as authorized by these Bylaws or by action of the Board of Trustees;
d. Have the authority to sign, execute, and deliver, in the name of the University, all authorized deeds, mortgages, bonds, contracts, or other instruments;
e. Have the authority to exercise all corporate proxies and perform other such corporate actions as required in the name of the University and the Board of Trustees;
f. Have the authority to acquire, sell, transfer, lease, or otherwise dispose of real or personal property; and
g. Provide oversight with respect to the management of the University’s endowment and other investment assets and investment officers.
The Executive Vice President and Chief Operating Officer shall perform such other duties as ordinarily incident to the office of a treasurer or chief financial officer of a corporation and such other duties may be assigned by the Trustees or the President. The Executive Vice President and Chief Operating Officer may delegate a portion of the duties and powers set forth above to the University Controller, an assistant treasurer, or other appropriate University officer or employee.
In the case of the disability or death of both the President and the Executive Vice President and Provost, and except as otherwise provided by the Rector or the Board of Trustees, the Executive Vice President and Chief Operating Officer shall carry out the duties of the President.
ARTICLE IV
HONORARY POSITIONS
4.1 Trustees Emeriti. The Board of Trustees may, in its discretion or upon the recommendation of the Trusteeship Committee, elect for a three-year term as a Trustee Emeritus/a any individual who is a former member of the Board of Trustees or an Elected Trustee whose term is expiring. Trustees Emeriti may serve unlimited consecutive terms. Designation of an individual as a Trustee Emeritus/a shall be dependent upon the needs and best interests of the University at that time. A Trustee Emeritus/a may be invited to functions of the University in the discretion of the Board of Trustees, the Rector, or the President, but shall not be eligible to attend meetings of the Board of Trustees except at the invitation of the Rector.
4.2 Chancellor. The Board of Trustees, in its discretion, may elect one or more individuals of distinguished education or other public service to serve as a Chancellor of the University. The Board of Trustees, in its discretion, may also elect one or more individuals of distinguished education or other public service to serve as a Chancellor Emeritus of the University. Any Chancellor or Chancellor Emeritus shall receive such compensation and shall perform such duties, not in conflict with these Bylaws, as the Board of Trustees shall prescribe.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Spider Management Company LLC. The University is the sole member of Spider Management Company, LLC. The Board of Managers of the Spider Management Company, LLC is appointed by the Board of Trustees of the University. In exercising its power to appoint and elect Managers of Spider Management Company, LLC, the Board of Trustees shall give consideration to the investment experience and expertise of nominees or other individuals under consideration. Spider Management Company, LLC shall provide general oversight of the security, funding, and investment management of all of the University’s endowment and investment plans and shall periodically review all investment policies of the University with respect to the investment of its assets, subject to the approval of the Board of Trustees, upon recommendation of the Investment Committee. The President of Spider Management Company, LLC shall provide regular reports to the Board of Trustees of the University regarding the investment activity and performance of the University’s endowment and other investment assets.
5.2 Interpretation. For the purpose of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa.
5.3 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made, at any meeting of the Board of Trustees.