BOARD OF TRUSTEES
Amended February 1,
Mission and Vision
and Vision of Jacksonville University, a private, independent institution
offering undergraduate, masters,
doctorate, and professional certification programs, are articulated in
the following statements approved by the Board of Trustees.
Mission of Jacksonville University is to prepare each student for life-long
success in learning, achieving, leading and serving.
mission will be accomplished as a small, comprehensive, independent university
community located within a vibrant urban setting. The University serves an ethnically and
geographically diverse, predominantly undergraduate student body, as well as
adult learners in selected undergraduate, masters, doctorate, and professional
Jacksonville University learning community will provide personalized service,
close student-faculty interaction and an extensive array of educational and
co-curricular programs. Our learning
experience will emphasize engaged learning, the integration of thinking with
doing, and the combination of professional preparation with a strong liberal
University learning and living community values:
students and the quality of their
learning/living experience as the highest priority;
faculty and student engagement in
teaching, learning, and extending knowledge within an environment of excellence
and academic freedom;
service to the University,
community, and society; and
honesty, integrity, and mutual
University will be a nationally and internationally recognized university known
for signature programs, inviting and supportive campus, and success of its
The focus of Jacksonville
University will be on creating a complete learning environment where
students can develop and experience
academic, social, and personal success.
Students will feel
that Jacksonville University is
their academic home; a home in which they feel safe, secure,
appreciated, and involved. The foundation of this effort will be the
program, complemented by selected
professional and graduate programs.
The governing body of
the corporation shall be a Board of Trustees in which the corporate powers are
vested pursuant to its charter. This
responsibility cannot be delegated or abrogated.
The Board of Trustees
Section 1. The Board of Trustees shall have and
exercise the corporate powers prescribed by law. Its primary functions shall be policy making
and responsibility for sound management of the Corporation (hereinafter
referred to as “University”). While all
general policy-making functions and overall supervisory responsibilities of the
President remain with the Board of Trustees, it is understood that the general
administration of the University remains with the President of the University.
Section 2. The Board of Trustees shall have full
responsibility, power and authority over the conduct of the affairs of the
University. Any power or authority
delegated by any Bylaws provision is subject to this provision.
Section 3. The Board of Trustees shall further
determine the general, educational and financial policies, and shall have the
power to carry out any other functions which are permitted by these Bylaws or
by the Articles of Incorporation, except as limited by law. These powers shall include, but shall not be
limited to, the following:
Appoint and support the
President, who shall be the Chief Executive Officer of the University, and
periodically review the performance of the President as Chief Executive Officer
of the University.
Determine and periodically review
the Mission and Vision of the University.
Review and approve changes in the
size and character of the student body, consistent with the University’s
Review and approve changes in the
educational programs of the University, consistent with its mission.
Review and approve policies and
procedures regarding appointment, promotion, tenure and dismissal of faculty
Approve policies covering the
terms and conditions of employment for University employees.
Approve and authorize all earned
and honorary degrees.
Review and approve the budget of
the University, policy guidelines for endowment, investments and major fund
Authorize the purchase,
management and sale of all land and buildings of the University.
Authorize the construction and
naming of new buildings and facilities.
Authorize the incurring of debts
by the University and securing thereof by mortgage and pledge of real and
personal property, tangible and intangible.
Authorize officers or agents of
the University to accept gifts or bequests on behalf of the University.
Elect officers and declare and fill
vacancies on the Board.
Remove from office any Trustee,
provided that such action shall be in accordance with these Bylaws.
Review and approve plans and
obtain necessary funds from all possible sources for academic and physical
development and maintenance purposes.
16. To appoint from
their members any number of Committees (each Committee to include not less than
two Trustees) and to delegate to such Committees such authority to act on
behalf of the Board of Trustees as is permitted by law.
Section 4. To assure that every aspect of the
management and operations of the University is being performed with due
effectiveness and within the general policies laid down by the Board, the
President shall provide to the Board an annual review of the state of the
University emphasizing progress toward its major goals. At least every three years the Board shall
conduct a formal evaluation of the President's performance and of its own
performance. The results of these
reviews and evaluations shall be reported to the full Board by the Committee of
the Board assigned to perform such evaluation.
The Chair of the Board in consultation with the President shall involve
Trustees and other appropriate persons and committees in the presidential
Section 1. Any adult person of good moral
character, having an interest in the objects and purposes of the University and
willing to make a significant contribution in furtherance of its activities,
shall be eligible for membership on the Board of Trustees.
Section 2. The number of members shall be not less
than twenty-five (25) nor more than forty (40), as elected by the Board of
Trustees. Their qualifications shall be
as specified in the Articles of Incorporation and Bylaws of the University. In addition, the President of the University
and the President of the Alumni Association shall be ex officio Trustees of the University with the power to vote and
shall be counted for purposes of determining a quorum.
Section 3. The name of any person proposed for
membership shall be submitted in writing to the Nominating and Trustee
Governance Committee which, after due consideration, shall make any and all
nominations of members to the Board of Trustees. The Committee may make its nominations (a)
orally at one meeting of the Board for final consideration at the next meeting
of the Board, or (b) in writing if proper notice is given at least fifteen (15)
days prior to the meeting.
Section 4. No person shall be invited to become a
member until such person has been nominated by the Nominating and Trustee
Governance Committee and approved by a three-fourths (3/4) majority vote of all
the Trustees present at the meeting at which the proposed new member may be
properly voted upon.
Section 5. The membership of the University and
the membership of the Board of Trustees shall at all times be identical and any
person elected to membership in the University shall, upon becoming a member,
also become a member of the Board of Trustees by virtue thereof. Their terms of membership in the University
shall coincide with their terms of membership on the Board of Trustees as
hereinafter provided. Trustees shall
serve for a three-year term. Trustees
may be elected to a maximum of three (3) consecutive three-year terms,
following which they shall step off the Board for at least one (1) year before
being eligible for reelection. The terms
of office of all Trustees shall begin immediately upon their election and acceptance
and shall expire on the date of the annual meeting as hereinafter
provided. Trustees nominated by the
Nominating and Trustee Governance Committee for reelection shall be voted upon
at the annual meeting. New Trustees may
be elected at any meeting, subject to having been nominated by the Nominating
and Trustee Governance Committee in accordance with the provisions of Section
Section 6. Terms for members of the Board of
Trustees shall be staggered in such a manner as to provide for continuity on
the Board. Trustees are to be divided
into three groups. The expiration of the
terms of office for each group shall be one year apart. Newly elected Trustees shall be elected to a
particular group and their terms of office shall coincide with the term of that
Section 7. Any member of the Board of Trustees may
be removed from office for cause. In
such event, the Chairman of the Nominating and Trustee Governance Committee
shall notify the member of the intended action and the grounds therefore. The Trustee shall have the opportunity to
meet with the Committee to discuss the intended action. If after discussion the Committee recommends
removal, the Trustee may be removed from office at any meeting of the Board by
affirmative vote of three-fourths (3/4) of the Trustees present at the
meeting. The vote of the Trustees shall
be by secret written ballot.
Section 8. The President of the Jacksonville
University Alumni Association shall become an ex officio member of the Board of Trustees at the beginning of the
individual’s term of office as alumni president, and shall serve until the next
election of the alumni president.
Section 9. A person who has served as a member of
the Board of Trustees and who
the interests and goals of the University with his/her talents and resources
during his/her tenure may be proposed as Trustee
anything herein to the contrary, a person who has evidenced interest in the
University and who has made a significant contribution to the welfare of the
University, or of education or of the community generally, may be elected Honorary Trustee.
and elections of Honorary and Emeriti Trustees shall be
made and held
in the same manner in which nominations and elections of the Board of
Section 10. The office of any Trustee, other than
honorary or Emeriti Trustees, who shall have failed to attend three (3)
consecutive regular meetings of the Board without sufficient reason shall
thereby automatically become vacant.
Section 11. Members of the Board shall serve as
Trustees of the University as a whole and not as representatives of any other
Section 1. There shall be three regular meetings
of the Board of Trustees annually. The
Board of Trustees shall meet at regular times as fixed by the Board with the
provision that the Chair may change the meeting time of a particular meeting in
case of necessity. The Board shall also
meet at such other times as may be necessary at the call of the Chair or the
Section 2. The annual meetings of the Board of
Trustees shall be held in the second quarter of each calendar year. Notice of the time and place shall be given
Section 3. Written notice of the date, time and
place of all meetings of the Board of Trustees shall be sent by the Secretary
to each Trustee at least two (2) days prior to the date of the meeting.
Section 4. A simple majority of the Board of
Trustees or of a committee shall constitute a quorum for the transaction of
business at Board or committee meetings respectively. The act by a majority of the Trustees present
and voting at such a meeting of the Board or by committee members at any
committee meeting shall be the act of the Board of Trustees or of that
committee respectively, except as may be provided by statute or by the Articles
of Incorporation or by these Bylaws.
Fewer than a quorum may adjourn such meetings to a later date. The Secretary shall give notice of such an
Section 5. Each Trustee is expected to attend all
meetings of the Board, or of the committees of the Board of which he or she is
Election of Officers
Section 1. Election of officers shall be held at
the annual meeting.
Section 2. The Nominating and Trustee Governance
Committee shall present to the Board of Trustees a list of nominees for
election as officers either (a) in oral form at the meeting of the Board
immediately prior to the annual meeting, or (b) in written form at least thirty
(30) days prior to the annual meeting.
member of the Board may make additional nominations in writing to the
Nominating and Trustee Governance Committee more than thirty (30) days prior to
the annual meeting. The Nominating and
Trustee Governance Committee shall submit such additional names to the Board of
Trustees as part of or in addition to its nominations.
Officers of the University shall be a Chair of the Board, and one or more Vice
Chair(s), a Secretary and a Treasurer, who shall be elected by the Board from
among its number at the annual meeting.
If a vacancy occurs in an office, the Trustees shall elect one of their
number to fill the unexpired term. The
vacancy shall be filled through a special election held at any regular or
specially called meeting of the Board.
at the annual meeting, elected officers shall serve for the period of three (3)
years from the date of their election or until their successors are
elected. No one serving as Chair of the
Board of Trustees may be elected to a second consecutive term as Chair.
Chair of the Board shall preside at
all meetings of the Board of Trustees, be an ex officio member of all Committees of the Board, Chair the
Executive Committee, coordinate the functions and actions of all Committees,
represent the Board at such public and private meetings where a representative
other than or in addition to the President is desirable or necessary, with the
Secretary execute such legal documents authorized or permitted to be executed
on behalf of the University, formulate and propose to the Board and supervise
the execution of such plans and projects as shall be in furtherance of the
objects and aims of the University, and shall from to time report to the Board
on the condition and progress of the University.
Vice Chair of the Board shall act in
the absence or disability of the Chair.
Should more than one (1) Vice Chair be elected by the Board, the Chair
shall designate at the annual meeting the order in which the Vice Chair shall
act in the absence or disability of the Chair.
Secretary of the Board shall be
responsible for preparing and disseminating Board meeting minutes to the Board
members and for preserving such minutes for historical and reference
purposes. The Secretary shall carry out
such other functions as related to the Office of the Secretary.
Assistant Secretary of the Board shall be the Chief Financial Officer, who
shall act in the absence of the Secretary
of the Board and be authorized to
sign and execute documents of the University, in lieu of the Secretary, though
that person is not a member of the Board.
Secretary to the Board may be selected by the President from the
Administration of the University to assist the Secretary of the Board;
however, that person will not be authorized to sign and execute documents of
the University in lieu of the Secretary.
Section 8. The Treasurer
of the Board shall be the Chair of the Finance Committee and shall be
nominal custodian of all cash, securities and other liquid assets of the
University. The actual physical custody
of such assets shall be determined by the Finance Committee. The Treasurer shall ascertain that
expenditures do not exceed the budget and report any over-expenditure to the
Board. The Treasurer shall cause the
University accounts to be audited annually and at such other times as shall be
necessary. At the appropriate time each
year the Treasurer shall require a tentative detailed budget for the operation
of the University for the next ensuing fiscal year to be prepared by the
President of the University and submitted to the Finance Committee for study,
approval and submission to the Board of Trustees.
The Treasurer, with the
concurrence of the Chair, shall have the power, without Board or other action,
to terminate the authority of any person authorized to sign checks.
Treasurer of the University shall be
the Chief Financial Officer of the University.
Though not a member of the Board, the Treasurer of the University shall
have the duty to keep or cause to be kept full and accurate accounts of all
receipts and disbursements and to obey all lawful orders of the Trustees, the
President of the University, and the Finance Committee respecting funds,
property, and accounts of the University.
That person shall be responsible for the preparation of any corporate
financial reports as may be required by the Board or by departments of
government. He or she shall, in the name
of the University, give receipts for monies or property as shall be required,
deposit funds in accordance with resolution and direction of the Finance
Committee or the Board of Trustees, and safeguard the money of the University.
He or she shall
cooperate with any independent auditors or certified public accountants
retained by the Board of Trustees for the purpose of conducting audits of the
accounts of the University, and shall make reports at meetings of the Finance
Committee with respect to the financial condition of the University at such
time and in such form as the Committee may duly require.
shall be an Executive Committee which shall exercise all powers of the Board,
except as prohibited by law and except that it shall not have the power to approve
or remove a Trustee, appoint, reappoint, or remove the President, or alter or
revoke any previous order, resolution or vote of a meeting of the Board unless
specifically granted such power by the Board.
The Executive Committee
shall have as its special responsibility oversight for the preparation and
implementation of the University’s strategic plan presented by the President.
The members of the
Executive Committee shall consist of all officers of the Board and the chairs
of the standing committees. The
President of the University shall serve on the Executive Committee.
standing committees of the Board of Trustees of the University shall be as
Committee on Athletics
Committee on Audit
Committee on Buildings
Committee on Development
Committee on Enrollment
Committee on Faculty and
Committee on Finance
Committee on Information
Committee on Investments
Committee on Nominating
and Trustee Governance
Committee on Students
and Campus Life
The Board of Trustees
may by resolution designate from among its members such other committees as it
might determine from time to time appropriate.
(a) The committees of the Board of Trustees
shall have such powers and duties as set forth in these Bylaws or as provided
by resolution of the Board of Trustees except, that no such committee shall
have the authority to:
Approve or recommend to members
actions or proposals required
this act to be approved by members.
Fill vacancies on the Board of
Trustees or any committee thereof.
Adopt, amend, or repeal the
The provisions of the Bylaws,
which govern meetings, notice and waiver of notice, and quorum and voting requirements
of the Board of Trustees, apply to committees and their members as well.
Except as provided in these
Bylaws, the Chair of the Board and the President of the University shall be ex officio members of all standing
committees. Except where otherwise provided
in this Article, additional members, including persons who are not on the Board
of Trustees, may be appointed to standing committees and their
subcommittees. The non-Trustee members
shall be advisory members without vote and shall not be counted for quorum
purposes. The chair of each standing
committee shall be a Trustee.
(d) The Board of Trustees may at any time
discontinue any of its standing committees for such time as may be determined,
and the duties of any committee so discontinued shall be performed during such
discontinuance by the Executive Committee.
President of the University may appoint an Officer of the University or a
member of the administrative staff to serve as a liaison between any standing
committee or subcommittee and the Office of the President. Such liaison person shall assist the
committee in carrying out its duties.
Section 3. The Committee
on Nominating and Trustee Governance shall:
assess and appraise Board
organization, operation, membership and attendance to assure maximum
effectiveness and to make such recommendations from time to time, as in the
Committee’s judgment, will accomplish the objectives of the Board;
maintain a Trustee candidate list
through a constant search to identify individuals best able to serve the
University as Trustees;
make nominations for membership
on the Board and for officers of the Board;
develop and maintain a program of
orientation for new Trustees;
design a continuing program of
education of Trustees concerning issues confronting higher education, problems
confronting the University and related matters;
consider and recommend to the
Board candidates for honorary degrees to be
by the University.
Section 4. The Committee
on Faculty and Educational Programs shall review the quality of the
academic programs of the University under the direction and leadership of the
Provost and Senior Vice President and the President and shall recommend to the
Board of Trustees policies to improve the academic quality of the
University. As provided in the Faculty
Welfare Provisions (adopted by the Board on April 19, 1955) the Committee may
serve as an Appeal Board on questions of faculty tenure. The Committee shall review faculty policies
and appointments and make recommendations to the Board. The Committee shall foster good communication
and constructive relationships between the Board and faculty.
Section 5. The Committee
on Students and Campus Life shall review and recommend policies to the
Board of Trustees on matters pertaining to the quality of life for all
students, whether undergraduate or graduate, residential or commuter, full or
Section 6. The Committee
on Finance shall be charged with the supervision of the finances of the
University and shall make quarterly reports to the Board. At the January meeting of the Board, the
Committee shall recommend a budget for the following year to the Board for
approval. The Committee on Finance shall
be responsible for the adherence by the Administration to the University’s
financial policy: to provide adequate resources to support the educational and
other programs of the University within the framework of a balanced budget.
The Chairs of the
Committees on Development, Investments and Audit shall serve as members of the
Committee on Finance.
Section 7. The Committee
on Development shall review and recommend to the Board of Trustees fund
raising and constituent relations programs which are designed to enable the
University to carry out its mission and service. In this connection, it shall evaluate
carefully all fund-raising plans and projects and regularly report to the
Committee on Finance and Board of Trustees on fund-raising progress and income
received from its efforts.
The Committee on
Development shall also design and implement programs to assist all Trustees to
accept their responsibility to strengthen the financial condition of the
of the Development Committee may be organized and charged with the functional
responsibility of specific fund-raising programs, including, but not limited
to, Annual Fund, Major Gifts, Leadership Gifts, Planned Giving and JU Athletic
Section 8. The Committee
on Enrollment and Retention shall work with the administrative units of the
University responsible for developing plans and programs that will assure the
continued growth and retention of student enrollment, and shall review and
recommend to the Board of Trustees constituent relations and public relations
programs designed to enable the University to carry out its mission and
Section 9. The Committee
on Buildings and Grounds shall:
study and recommend to the Board
a master campus plan continuously updated so as to reflect educational goals
and financial needs and projections as coordinated with appropriate Board
oversee authorized plant
construction and physical improvements; and recommend the retention of campus
planners, architects, plant consultants and contractors as required.
Section 10. The Committee
on Information Technology shall:
study, promote and take
leadership in policies, plans, training and budgets in the area of information
technology; information technology includes
but is not limited to JU computer hardware, software and infrastructure, use of
the Internet (World Wide Web), the JU Home Page, providing instructional audio
visuals and related matters;
appraise periodically the
University’s performance in providing and using information technology to teach and learn, bringing to the Board
recommendations which it deems appropriate concerning any aspect of these policies and programs.
Section 11. The Committee
on Athletics shall review policies and plans for a sound intercollegiate
athletic program in conformity with University regulations, policies of the
Board of Trustees, and the regulations and policies of the National Collegiate
Athletic Association (NCAA).
Section 12. The Committee
on Investments shall provide oversight and guidance for the investment of
University resources, review and recommend
investment policies, and review and recommend actions related to the
management of University property.
Section 1. Cash, securities and other liquid
assets of the University, shall be monitored by the Finance Committee and
accounted for by such accounting methods as shall be prescribed by the Board of
Trustees. Restricted gifts shall not be
used for any other purpose than that designated by the donor
donor’s prior written consent and shall be accounted for according to
established accounting principles.
Section 2. Designation of financial institutions
in which funds may be deposited and authorization for check signatures on
accounts shall be by resolution of the Finance Committee.
Section 3. The Committee on Finance with the
approval of the Board shall adopt proper money management procedures for
Section 4. Endowment funds shall be invested and supervised
by the Subcommittee on Investments in accordance with principles and practices
approved by the Board of Trustees.
Endowment funds shall
all contributions given
specifically for endowment;
all gifts or other assets not
specifically designated for other purposes, which the University Trustees may
transfer to the Endowment Fund; and
all funds for scholarships where
only the income may be used.
Income from endowment
funds may be transferred to the University operating fund at the discretion of
the Subcommittee on Investments with the approval of the Committee on Finance
and the Board of Trustees. The
Subcommittee on Investments with the approval of the Board of Trustees shall
have the right to change managers of these funds.
Net income from
endowment funds shall be paid annually provided that capital gains and stock
dividends shall be considered as additions to capital and not income.
Section 1. President and Chief Executive Officer.
The governance of the
University is delegated by the Board of Trustees to the President and by the
President to the appropriate officers of the University. The President is the chief executive officer
of the University and is an ex officio
member of all committees of the Board.
In matters of academic administration, the channel of obligation is from
the Board of Trustees to the President, and from the President to the Provost
and Senior Vice President for Academic Affairs to the faculty.
special responsibility toward the educational program, faculty appointments,
and the organization of the faculty is so delegated, as are the special
responsibilities of the faculty in relation to students.
promptly and effectively execute
all resolutions, policies, rules and regulations adopted by the Board, and
perform all duties prescribed by the Board;
formulate and recommend to the
Board policies, programs and an overall strategic plan for the educational,
financial and physical development of the University;
make appointments of
administrative officers and faculty members to the University; and approve
recommendations for their salaries, promotions or dismissal;
establish a management organization
to carry out effectively the policies of the University; ensure that the
University is properly staffed with personnel competent to discharge their
responsibilities and to carry out said policies effectively; provide adequate
opportunities for the development and advancement of personnel;
prescribe the specific duties and
assignments of the principal officers reporting to the President and establish
and define the duties of committees to advise and assist the President in the
execution of his duties;
prepare and present to the Board
through the Committee on Finance a proposed budget for the following year and
see that the budget when adopted is enforced;
serve as the chief voice and
interpreter of the University to its constituencies and take leadership in
obtaining support of the University from all possible sources;
approve and be responsible for
all internal handbooks and manuals of policies and procedures;
recommend to the Board revisions
to the statements of purpose, goals, mission and vision of the University;
be a member of the faculty for
the duration of his term as President and shall have the authority to call that
body into session; the President will be responsible for the issuance of a
comprehensive Faculty Handbook;
confer earned degrees upon
recommendations of the faculty when all requirements have been satisfactorily
fulfilled and confer honorary degrees both as authorized by the Board of
the event of the absence, incapacity or death of the President, there shall be
an Acting President until the Board makes other arrangements. Until such Board action, the persons
occupying the positions of Provost and Senior Vice President, Vice President
for Administrative Services and Chief Financial Officer shall become Acting
President, in that order of succession.
President shall hold office under provision of a contract between the Board and
the President. The President shall be
formally removed by a majority of the Trustees.
Such removal in accordance with the contract will end any liability by
the University for further compensation.
Section 2. Other College Officers.
Other officers of the
University shall be appointed by the President.
These shall be defined as “Cabinet-level” or “management team”
administrators, and their duties shall be designated by the President.
Section 3. Other Administrative Staff.
The President may
appoint additional administrative staff with specific duties and powers as may
be required by the educational and business needs of the University.
Section 4. Channel to the Board.
official communication from the faculty, students, staff or officers of the
University shall ordinarily be presented in writing to the Board of Trustees through
The Educational Program
1. The Educational Program.
responsibility for the organization and implementation of the
program of the University is delegated to the faculty through the channel
Article X, Section 1. Major changes in
the academic program, including but not limited to changes in requirements for
graduation, are recommended to the President through the Provost. If approved by the President, the changes are
submitted with the President’s recommendation for final decision by the
Board. If the President does not concur
with the recommended changes, both the President’s and the faculty’s
recommendations are submitted to the Board for final decision.
2. The Faculty.
The responsibility to
formulate recommendations for appointments, promotions and tenure is delegated
to the faculty through the channels described in Article X, Section 1. This responsibility shall be carried out in
accordance with policies and procedures contained in Faculty Bylaws and
Statutes and the Faculty Handbook.
All faculty appointments
and promotions and the granting of tenure are decided by the Trustees upon the
recommendation of the President acting in accordance with Faculty Bylaws and
Statutes and the Faculty Handbook.
The faculty is
responsible for recommending to the President the classifications, ranks,
responsibilities and duties of the faculty.
The President’s recommendation shall be submitted for final decision by
3. The Students.
The responsibility to
admit, to pass or fail, and to discipline, suspend, expel, or dismiss a student
on academic grounds is delegated to the faculty through the channel described
in Article X, Section 1. This
responsibility shall be carried out in accordance with the policies and
procedures which apply in such cases.
The responsibility for disciplining students on non-academic grounds is
delegated by the Trustees to the President in accordance with the policies and
procedures set forth for these purposes.
The power of engaging,
retaining or dismissing any employee of the University is delegated by the
Trustees to the President. This responsibility
shall be carried out in accordance with policies and procedures set forth for
5. Campus Governance.
In accordance with the
channel of delegation described in Article X, Section 1, faculty, other
employees and students of the University shall have the right to form councils,
senates, or committees, jointly and separately, to fulfill the needs of
governing their affairs and effectively serving the University. The Board reserves the right of determining,
after consultation with the President, which of such groups shall be officially
constitutions, handbooks, and statements of policies and procedures of all
University councils, senates, committees or organizations must meet the
approval of the President of the University who is responsible to the Board.
Believing in the equal
rights of all human beings, Jacksonville University does not and shall not
discriminate against any applicant for admission or employment, nor against any
student or employee with regard to race, color, religion, sex, national origin,
age, marital status, veteran status, or the presence of a disability.
Section 1. (a) The
University shall indemnify any person who was or is a party to any
(other than an action by, or in the right of, the University), by reason of the
fact that the individual was a Trustee, Trustee emeritus, honorary Trustee,
officer, faculty member, employee, or agent of the University against liability
incurred in connection with such proceeding, including any appeal thereof, if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the University and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct
unlawful. The termination of any
proceeding by judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of the University or,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such conduct was unlawful.
The University shall have power
to indemnify any person, who was or is a
to any proceeding by or in the right of the University to procure a judgment in
its favor by reason of the fact that he or she is or was a Trustee, Trustee
emeritus, honorary Trustee, officer, faculty member, employee, or agent of the
University, against expenses and amounts paid in settlement not exceeding, in
the judgment of the Board of Trustees, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
shall be authorized if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
University, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
In addition to the
indemnification provided in subsections (a) and (b)
the University shall indemnify each of its Trustees, Trustees emeritus,
honorary Trustees, officers, faculty members, employees and agents to the
fullest extent permitted by the Florida Not For Profit Corporation Act as now
or hereafter in force, including, but not limited to, the advance of expenses
and reasonable attorneys’ fees.
2. (a) The University shall indemnify each and
every person serving from time
time, as a fiduciary of a retirement or other fringe benefit plan under the
provisions of the Employee Retirement Income Security Act of 1974 and save them
free and harmless from any and all loss, cost or damage, including attorneys’
fees, occasioned by or arising out of any action taken or withheld in the
person’s capacity as a fiduciary of the Plan except actions or inactions taken
or omitted in bad faith or through fraud or willful neglect.
The proper offices of the
University are authorized to deliver a copy
this Bylaw, certified by the Secretary of the University, to each fiduciary of
a retirement or fringe benefit plan, and if specifically requested by an
fiduciary, to enter into such specific agreement with fiduciaries the indemnity
provided for in this Bylaw.
A Trustee shall be
considered to have a conflict of interest if (a) such Trustee has existing or
potential financial or other interests which impair or might reasonably appear
to impair such member’s independent, unbiased judgment in the discharge of his
or her responsibilities to the University, or (b) such Trustee is aware that a
member of his or her family (which for purposes of this paragraph shall be a
parents, siblings, children and any other relative if the latter reside in the
same household as the Trustee), or any organization in which such Trustee (or
member of his or her family) is an officer, director, employee, member,
partner, trustee, or controlling stockholder, has such existing or potential financial
or other interests. All Trustees shall
disclose to the Board any possible conflict of interest at the earliest
No Trustee shall vote on
any matter, under consideration at a Board or committee meeting, in which such
Trustee has a conflict of interest. The
minutes of such meeting shall reflect that disclosure was made and that the
Trustee having a conflict of interest abstained from voting. Any Trustee who is uncertain whether a
conflict may exist in any matter may request the Board or committee to resolve
the questions by majority vote.
Each year each Trustee
shall sign a formal statement on Conflict of Interest.
meetings shall be conducted in accordance with Robert’s Rules of Order.
seal of the University shall be the seal impressed upon the last page of the
Bylaws may be amended at any meeting of the Board of Trustees by a vote of a
majority of those present, provided the gist of the proposed amendment and
notice of intent to propose it have been submitted at the preceding meeting of
the Board, or mailed to each member of the Board of Trustees no fewer than
fifteen (15) days prior to such meetings.
Charter of the University may be amended at any meeting of the Board of
Trustees by vote of two-thirds (2/3) of those present, provided that the
affirmative vote shall constitute no fewer than a majority of all the Trustees
and provided also that copy of the proposed amendment and notice of intent to
propose it have been submitted at the preceding meeting of the Board or mailed
to each member of the Board of Trustees no fewer than fifteen (15) days prior
to such meeting.