Section 1.1. Name: The name of the corporation is the University
of Vermont and State Agricultural College. These Bylaws
refer
to the corporation as the "University."
Section 2.1. Purpose: The University shall be recognized
and utilized as an instrumentality of the State of Vermont for
providing public higher education, with all the rights and powers
incident to corporations. The University shall not carry on any
activity not permitted to be carried on by a corporation exempt
from federal income taxation under Sections 501(a) and 501(c)(3)
of the Internal Revenue Code of 1986 (or the corresponding provision
of any future federal tax code).
Section 3.1. Offices: The principal office of the University
shall be located in Burlington, Vermont. The Board of Trustees
may designate other offices within or without the State of Vermont
as the business of the University may require.
Section 4.1. Number and Qualification: The Board of Trustees
shall consist of twenty-five (25) persons. The Board of Trustees
shall be composed of the following members:
Section 4.2. Manner of Appointment and Election: The trustees
shall be appointed or elected in the manner set forth in Section
4.1 of these Bylaws
and in the Charter.
Section 4.3. Term of Office: The term of office of each
trustee, other than the two student members and the ex officio
members, shall be six (6) years and until his or her successor
has been duly elected or appointed. The term of office of each
student trustee shall be two (2) years. The ex officio trustees
shall have a term of office lasting for such period as they serve
in their respective offices. The term of office for each trustee
other than the ex officio trustees shall begin on March
1 of the initial year of such term and expire on the last day
of February in the final year of said term.
Section 4.4. Duties and Powers: The Board of Trustees shall
have the entire management and control of the property and affairs
of the University. All corporate powers shall be exercised by
or under the authority of the Board. The trustees may adopt such
rules and regulations for the conduct of their meetings and the
management of the University as they deem proper, not inconsistent
with law or these Bylaws.
These Bylaws
and resolutions of the
Board of Trustees shall take precedence over other documents and
policies of the University.
Section 4.5. Resignation: Any trustee may resign his or
her office at any time by delivering written notice of the resignation
to the Chair of the Board, the President or the Secretary. Unless
the notice of resignation specifies a later effective date, the
resignation shall take effect immediately.
Section 4.6. Vacancies: Any vacancy occurring in the Board
of Trustees by death, resignation or otherwise shall be promptly
filled by the party who appointed the trustee whose position is
vacant, all as specified in the Charter. The trustee thus chosen
shall hold office for the unexpired term of his or her predecessor
and until the election and qualification of his or her successor.
Section 4.7. Conflict of Interest Policy: The Board shall
adopt a written conflict of interest policy, by resolution, which
policy shall be reviewed periodically and revised as determined
to be necessary or desirable.
Section 5.1. Notice of Meeting: Notice of regular and special
meetings of the Board of Trustees and its committees shall be
given, and meetings shall be conducted, in accordance with the
Vermont Nonprofit Corporation Act and the applicable state public
access laws.
Section 5.2. Waiver of Notice: Whenever under the provisions
of these Bylaws
or of any statute any trustee is entitled to notice
of any regular or special meeting, such meeting may be held without
the giving of notice to trustees if every trustee entitled to
notice waives the required notice in writing or by attendance
at or participation in the meeting; provided, however, such waiver
by trustees shall not affect the University's obligations, if
any, to provide notice to persons other than trustees.
Section 5.3. Meetings: The annual meeting of the Board
of Trustees shall be held in May of each year, the date and time
to be fixed by the trustees by resolution. The annual meeting
shall be held in Burlington, Vermont or such other place as the
Board of Trustees may approve from time to time by resolution.
Other regular meetings of the Board shall be held at such times
and places as the Board may determine at the annual meeting or
from time to time. Special meetings of the Board of Trustees may
be called by the Chair of the Board, the President, or any five
members of the Board.
Section 5.4. Telephone Meetings: Members of the Board of
Trustees and members of any committee designated by the Board
may participate in a meeting of such Board or committee by any
means of communication, including audio conference or conference
telephone call, by which all persons participating in the meeting
may simultaneously hear each other, and participation in a meeting
in such manner shall constitute presence in person at the meeting.
Section 5.5. Quorum; Vote Necessary for Action: At any
meeting of the Board of Trustees, the presence of a majority of
the Board shall be necessary to constitute a quorum for the transaction
of business. The act of a majority of the trustees present at
a meeting at which a quorum is present shall be the act of the
Board of Trustees, unless a greater vote is required by the Charter,
these Bylaws
or by law. Should a quorum not be present, a lesser
number may adjourn the meeting to some later time. At all meetings
of the Board of Trustees, each trustee shall have one vote. Trustees
are not entitled to vote by proxy.
Section 6.1. Officers and Qualifications: The officers
of the University shall be a Chair of the Board, a President,
a Treasurer, a Secretary, a Provost, and such other officers as
the Board of Trustees may determine. Any two or more offices may
be held by the same person, except (a) the offices of President
and Secretary and (b) the offices of President and Provost. The
Chair of the Board, the President and the Secretary shall be members
of the Board of Trustees. No trustee may be initially elected
Chair of the Board unless he or she has at least two years of
his or her term as trustee remaining. The Provost shall be an
individual nominated by the President.
Section 6.2. Election: All officers of the University other
than the President and the Chair of the Board shall be elected
annually by the Board of Trustees at a regular meeting held in
the month of February, or at such other time as is determined
by the trustees by resolution. The Chair of the Board shall be
elected in a manner consistent with the Charter. The President
shall be elected at a regular or special meeting and said election
shall be for an unspecified term.
Section 6.3. Term of Office: All officers shall take office
effective March 1. All officers shall hold office until their
successors have been duly elected and have qualified, or until
removed from office in accordance with such procedures as may
be adopted by the Board from time to time.
Section 6.4. Duties of Officers: The duties and powers
of the officers shall be as follows and as set by resolution of
the Board of Trustees from time to time:
(a) Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Trustees. If the Chair is absent, the Vice Chair of the Board (if any) shall preside. In the absence of both, the Secretary shall preside for the election of a chairperson pro tempore.
(b) President. The President shall be the chief executive
officer of the University and his or her duties shall be those
that commonly pertain to the office of the president of a university.
The President shall be the administrative head of the University
and its constituent parts and he or she shall have the power to
veto any act or resolution of any committee or other collective
body within the University or its constituent parts except for
the Board of Trustees and committees of said Board, subject to
such procedures as the Board may adopt from time to time. The
President shall cause to be called regular and special meetings
of the Board of Trustees in accordance with the requirements of
the Vermont Nonprofit Corporation Act, these Bylaws
and the applicable
state public access laws. The President shall prepare the agenda
for meetings of the Board of Trustees and the Executive Committee
in consultation with the Chair of the Board. The President shall
have authority to sign and execute all contracts in the name of
the University and all notes, drafts, or other orders for the
payment of money, unless restricted in any specific instance by
resolution of the Board of Trustees.
(c) Treasurer. The Treasurer shall be responsible for the
receipt and investment of funds. The Treasurer shall also be
responsible
for the management of cash and securities. The Treasurer shall
ensure that all trustees receive financial statements from the
University, including comparisons of revenues and expenditures
with the budget of the University. The Treasurer shall have such
other responsibilities as may be assigned to him or her by the
President or the Board of Trustees from time to time.
(d) Secretary. The Secretary shall record all votes and
proceedings of the Board of Trustees or any committee thereof.
The Secretary shall be custodian of the records and seal of the
University and shall authenticate records of the University when
required. The Secretary shall cause the University to maintain
an office in Burlington, Vermont where the corporate records of
the University shall be kept, and the Secretary shall procure
and file in said office certified copies of all papers required
by law to be filed with the Secretary of State. The Secretary
shall cause the University to make records and documents available
to the public in accordance with the applicable requirements of
state public access laws. The Secretary shall perform the duties
incident to the office of the Secretary as specifically delegated
from time to time by the Board of Trustees and as may be required
by the laws of the State of Vermont.
(e) Provost. The Provost shall be responsible for academic
and administrative duties assigned by the President. During the
absence or incapacity of the President, or in the case of the
death or resignation of the President, the Provost shall assume
the
administrative duties of the President until such time as the
Board of Trustees shall, by resolution, determine who shall exercise
said duties or until the vacancy in the office of the President
shall have been filled. When so acting, the Provost shall have
all the powers and shall be subject to all the responsibilities
of the office of the President and shall perform such duties and
functions as the Board of Trustees may prescribe.
(f) Other Officers. Other officers shall perform such
duties
and such powers as may be assigned to them by the Board of Trustees.
Section 6.5. Vacancies: All vacancies in any office shall
be filled by the Board of Trustees, either at a regular meeting
or at a meeting specifically called for that purpose.
Section 7.1. Standing Committees: The standing committees
of the Board of Trustees shall be as follows: Executive Committee,
Investment Committee, Audit Committee, and other standing committees
established by the Board of Trustees from time to time. Any committees,
including standing committees, which include non-trustees shall
be advisory in nature and shall not have the right to exercise
the authority of the Board of Trustees. The President of the University
shall be an ex officio member of all
committees except for the Audit Committee. The chair of each committee
other than the Executive Committee shall prepare the agenda for
meetings of the committees. The President shall prepare the agenda
for meetings of the Executive Committee in consultation with the
Chair of the Board.
Section 7.2. Composition and Duties of Standing Committees:
The standing committees shall be comprised of such members
as may be determined by resolution of the Board of Trustees from
time to time. Appointment of members to each standing committee
must be approved by a majority of all the trustees in office when
the action is taken. Each standing committee shall have at least
two persons who are members of the Board of Trustees. Standing
committees other than the Executive Committee shall have such
duties as may be determined by resolution of the Board of Trustees
from time to time.
Section 7.3. Duties of the Executive Committee: During
the intervals between meetings of the Board of Trustees, the Executive
Committee shall have all the powers of the Board of Trustees in
management of the property and affairs of the University and may
exercise the authority of the Board of Trustees except as may
otherwise be provided by law. In addition to its authority to
take action on matters which cannot or should not be deferred
to the Board's next scheduled meeting, the Executive Committee
shall oversee the work of committees of the Board, the University's
planning process and the Board's responsibility to support the
President and assess his or her performance.
Section 7.4. Ad hoc Committees: The Board of Trustees may
create ad hoc committees and appoint members to them from
time to time. Such creation of committees and appointment of members
must be approved by a majority of all the trustees in office when
the action is taken. Each committee shall have at least two persons
who are members of the Board of Trustees. If a committee includes
non-trustees, the committee shall be advisory in nature and shall
not have the right to exercise the authority of the Board of Trustees.
The President of the University shall be an ex officio member
of all ad hoc committees.
Section 7.5. Liaisons and Representatives on Committees: The
President shall designate one or more members of his or her
administrative
staff as liaison officer to each of the standing and ad hoc committees.
The liaison officer shall investigate and analyze pertinent subjects,
maintain records, and provide necessary copies to members of each
committee, under the direction of the President and in consultation
with the committee chair. The Faculty Senate, the Student Government
Association, the Alumni Council, and the Staff Council may designate
a representative to each of the committees at their discretion.
These representatives may attend meetings of the committees and
participate in discussions but shall not have any voting rights.
These representatives may attend and participate in executive
sessions of the committees at the discretion of the respective
committee chairperson in conformance with the applicable public
access laws.
Section 7.6. Meetings, Notices, Quorum: The provisions
set forth in Sections 5. 1, 5.2, 5.4, and 5.5 of these Bylaws
shall also apply to meetings of committees of the Board.
Section 7.7. Vacancies: Any vacancy occurring on a committee
by death, resignation or otherwise may be filled by the Board
of Trustees. Such appointments to fill vacancies must be approved
by a majority of all the trustees in office when the action is
taken.
Section 8.1. Fiscal Year: The fiscal year of the University
shall begin on the 1st day of July in each year and end on the
30th day of June in each year or such other dates as the Board
of Trustees may determine from time to time by resolution.
Section 9.1. Mandatory Indemnification: The University
shall indemnify any individual who is or was a trustee or officer
of the University to the extent that such indemnification is required
under the Vermont Nonprofit Corporation Act.
Section 9.2. Discretionary Indemnification: The University
may indemnify a trustee, officer, employee or agent of the University
to the extent permitted by the Vermont Nonprofit Corporation Act.
The determination as to whether the University will consider providing
discretionary indemnification shall be made by resolution of the
Board of Trustees; provided, however, that the determination as
to whether an individual has met the standard of conduct necessary
to entitle him or her to be indemnified shall be made in the manner
specified by the Vermont Nonprofit Corporation Act.
Section 9.3. Advance for Expenses: The University may pay
for or reimburse the reasonable expenses incurred by a trustee,
officer, employee or agent of the University in advance of the
final disposition of the proceeding in accordance with the Vermont
Nonprofit Corporation Act.
Section 9.4. Insurance: Nothing herein shall affect the
University's right to purchase and maintain insurance on behalf
of an individual who is or was a trustee, officer, employee or
agent of the University. No individual for whom indemnification
is intended hereunder shall be indemnified for any expenses or
liability for which coverage is provided and reimbursement is
paid under an insurance policy.
Section 10.1. Amendments: The Bylaws
may be amended at
any meeting of the trustees by an affirmative vote of two-thirds
of all trustees. The notice of the meeting at which proposed amendments
to the Bylaws
are to be considered must state that the purpose,
or one of the purposes, of the meeting is to consider a proposed
amendment to the Bylaws.
The notice must also contain or be accompanied
by a copy or summary of the amendment.
Section 11.1. References to Vermont Act: All references
in these Bylaws
to the Vermont Nonprofit Corporation Act shall
mean and include said Act as it may be amended, supplemented or
replaced from time to time.
Section 11.2. References to the Charter: All references
in these Bylaws
to the Charter shall mean the Charter of the University
of Vermont and State Agricultural College as it may be amended,
supplemented or replaced from time to time.
Section 11.3. Inconsistencies with Charter: To the extent that any provision of these Bylaws is inconsistent with the Charter, the Charter shall govern.
Last modified August 03 2006 08:46 AM
