JACKSONVILLE UNIVERSITY

BOARD OF TRUSTEES 

BYLAWS

Amended February 1, 2013

 

 ARTICLE I

 

Mission and Vision

 

The Mission 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

The Mission of Jacksonville University is to prepare each student for life-long success in learning, achieving, leading and serving.

 

This 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 certification programs.

 

The 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 arts foundation.

 

Value Statement

             The Jacksonville 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 respect.

 

Vision

Jacksonville University will be a nationally and internationally recognized university known for signature programs, inviting and supportive campus, and success of its students.

 

            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 full-time undergraduate

            program, complemented by selected professional and graduate programs.

 

ARTICLE II

 

Governance

 

                        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.

 

ARTICLE III

 

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:

 

1.                  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.

2.                  Determine and periodically review the Mission and Vision of the University.

3.                  Review and approve changes in the size and character of the student body, consistent with the University’s mission.

 

4.                  Review and approve changes in the educational programs of the University, consistent with its mission.

 

5.                  Review and approve policies and procedures regarding appointment, promotion, tenure and dismissal of faculty members.

6.                  Approve policies covering the terms and conditions of employment for University employees.

7.                  Approve and authorize all earned and honorary degrees.

8.                  Review and approve the budget of the University, policy guidelines for endowment, investments and major fund raising efforts.

 

9.                  Authorize the purchase, management and sale of all land and buildings of the University.

10.              Authorize the construction and naming of new buildings and facilities.

11.              Authorize the incurring of debts by the University and securing thereof by mortgage and pledge of real and personal property, tangible and intangible.

 

12.              Authorize officers or agents of the University to accept gifts or bequests on behalf of the University.

13.              Elect officers and declare and fill vacancies on the Board.

14.              Remove from office any Trustee, provided that such action shall be in accordance with these Bylaws.

15.              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 evaluation process.

 

ARTICLE IV

 

Membership

 

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 3.

 

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 group.

 

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

has promoted the interests and goals of the University with his/her talents and resources during his/her tenure may be proposed as Trustee Emeritus.

 

Notwithstanding 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.

 

Nominations 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

Trustees are held.

 

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 body.

 

ARTICLE V

 

Meetings

 

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 President.

 

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 in writing.

 

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 adjourned meeting.

 

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 a member.

 

ARTICLE VI

 

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.

 

Section 3.         Any 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.

 

ARTICLE VII

 

Officers

 

Section 1.         The 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.

 

Section 2.         Effective 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.

 

Section 3.         The 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.

 

Section 4.         The 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.

 

Section 5.         The 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.

 

Section 6.         The 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.

 

Section 7.         A 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.

 

Section 9.         The 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.

 

ARTICLE VIII

 

Committees

 

Section 1.         There 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.

Section 2.         The standing committees of the Board of Trustees of the University shall be as follows:

 

                        Committee on Athletics                      

                        Committee on Audit

                        Committee on Buildings and Grounds            

                        Committee on Development

                        Committee on Enrollment and Retention

                        Committee on Faculty and Educational Programs

                        Committee on Finance

                        Committee on Information Technology

                        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:

(i)                 Approve or recommend to members actions or proposals required

by this act to be approved by members.

(ii)               Fill vacancies on the Board of Trustees or any committee thereof.

(iii)             Adopt, amend, or repeal the Bylaws.

 

(b)               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.

(c)                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.

 

 (e)       The 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

conferred 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 part-time.

 

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 University.

 

(a)                Subcommittees 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 Foundation.

 

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 service.

 

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 committees;

·         oversee authorized plant construction and physical improvements; and recommend the retention of campus planners, architects, plant consultants and contractors as required.