Bylaws - Board of Visitors

(as amended by the Board of Visitors february 20, 2009)

The Rector and Visitors are by statute responsible for the effective governance of the University of Mary Washington. See Section 23-91.34 et. Seq. of the Code of Virginia (1950), as amended.

Section i. Corporate name and governing body

University of Mary Washington is a public corporation, which by statute bears the name “the Rector and Visitors of the University of Mary Washington.” Sections 23-91.34 through 23-91.44 of the Code of Virginia (1950), as amended, set forth the method of appointment of members of the Board of Visitors, their eligibility of service, their powers and duties and property rights.

Section ii. Attendance and participation, powers and duties

A. Attendance and participation

Individuals serving on the Board of Visitors are expected to attend all meetings of the Board, take an active part in the Board's deliberations, and serve on standing and special committees as assigned by the Rector with the exception of Section ii, c and d.

In the event of failure to perform the duties of a Board member or to attend at least one-half of the scheduled committee and Board meetings in a period of one fiscal year without good cause, a Board member's appointment shall be reviewed by the Board of Visitors as stated in Section 23-91.39 of the Code of Virginia, 1950.

B. Powers and Duties

The powers and duties conferred upon the Board of Visitors by statute (sections 23-91.34 through 23-91.44 of the Code of Virginia, 1950, as amended) shall be exercised to accomplish the purposes and mission and to promote the general welfare of the University. The powers and duties of the Board include, but are not limited to, the following: appointment of the President, who shall serve as the chief executive officer of the University; appointment and setting of salaries of the faculty; providing for the employment of other personnel; establishing student admission policies; fixing the student tuition, fees, and other charges; approving changes to the University curriculum; leasing and selling real estate owned by the University; awarding degrees; authorizing and approving the Honor System of the University; administering historic properties as specified by statute; and enacting needed policies and regulations for the operation of the institution.

C. Student Representation on the Board

The President of the Student Association shall be a non-voting student representative to the Board of Visitors for a term of appointment coincident with his/her term of office as President of the Student Association. As the student representative to the Board, the Student Association President may attend and participate in a non-voting capacity in the deliberations of the meetings of the standing committees of the Board as well as meetings of the Board itself; except, however, the student representative shall not attend closed meetings of the Board or closed meetings of any of the committees of the Board.

D. Faculty Representation on the Board

The mary washington college faculty representative to the Board of Visitors shall be a tenured and full-time member of the teaching faculty. Such representative shall be chosen by the full-time teaching faculty by whatever method it deems proper, provided that such method of selection of the faculty representative shall be decided upon by a majority vote of the full-time teaching faculty present and voting.

The james monroe center faculty representative to the Board of Visitors shall be a full-time member of the teaching faculty. Such representative shall be elected bi-annually by the full-time james monroe center faculty by whatever method it deems proper.

The faculty representatives to the Board may attend and participate in a non-voting capacity in the meetings of the standing committees of the Board as well as meetings of the Board itself, with the exception that the faculty representatives shall not attend closed meetings of the Board or any of the closed meetings of the committees of the Board.

Section iii. Meetings

Meetings of the Board of Visitors are of two types: regular meetings (one of which is designated as the annual meeting), and special meetings.

At least four regular meetings of the Board of Visitors shall be held each fiscal year (July 1-June 30), with the first such meeting in the fiscal year designated as the annual meeting.

Additional regular meetings of the Board may be scheduled each year as the Board may deem appropriate. These meetings shall be held on such dates and at such places as the Board shall determine.

Special meetings of the Board of Visitors may be called by the Rector or by any three members of the Board of Visitors at such dates, times, and places as may be specified in the call for the meeting. No matter may be considered at any special meeting, which was not included in the call of that meeting, except by a two-thirds vote of the Visitors present at such special meeting.

Section iv. Notice of meetings

Due notice in writing of all regular meetings, including dates, times, and places, shall be given by the Secretary or the Clerk of the Board. Such notice shall be sent by mail, telegram, or other means at least ten days prior to the meeting. Notice of all special meetings shall be sent by the Secretary or the Clerk of the Board by letter, telegram, or other means at least seven days in advance of such special meetings. The seven-day notice may be waived by the majority vote of the Board of Visitors at such special meeting. All notices of a special meeting shall indicate the item or items of business to be considered. Notices of all meetings shall be made in compliance with the provisions of the Freedom of Information Act, Section 21-340 et. Seq.

Section v. Quorum

A quorum for the conduct of business at any meeting shall consist of seven members of the Board of Visitors, except in those instances where a different quorum may be required by state statute.

Section vi. Agenda

For each regular meeting of the Board of Visitors, the President shall have prepared, in consultation with the Rector, an agenda, which shall include all items to be considered at the meeting known to the President and to the Rector at the time the agenda is prepared. A copy of this agenda shall be mailed to each member of the Board of Visitors at least 14 days prior to the meeting of the Board, unless otherwise directed by the Rector. Matters which arise subsequent to the mailing of the agenda, and prior to the convening of the meeting of the Board, shall be presented to the Board at the time of the meeting in a supplementary agenda prepared by the President in consultation with the Rector.

The notice of a special meeting containing a listing of items to be considered at such meeting shall take the place of the agenda for a special meeting.

Section vii. Conduct of business

All meetings shall be conducted in accordance with the principles of procedure prescribed in the most recent edition of Roberts Rules of Order, newly revised .

Section viii. Officers of the Board

The officers of the Board shall consist of the Rector of the Board, the Vice Rector of the Board, and the Secretary of the Board.

A. Election

The Board at its first regular meeting after the beginning of the fiscal year (July 1) of each even calendar year shall elect a Rector for a two-year term from among those members of the Board who have had at least one year of service on the Board and who have at least two years remaining in his or her term, or who are eligible for reappointment to the Board. At such meeting, the President of the University shall serve as the presiding officer until the election of the Rector is accomplished by majority of the members present, unless the Board appoints another presiding officer.

At this same meeting the Board shall elect a Vice Rector and a Secretary under the same provisions and procedures as outlined above. Any candidate for Vice Rector or Secretary shall either have at least two years remaining in his or her term, or be eligible for reappointment to the Board.

The Board at its first regular meeting after the beginning of each fiscal year (July 1) shall elect two at-large members to the executive committee from among those members of the Board who have had at least one year of service on the Board.

B. Vacancies

A vacancy in the office of Rector, Vice Rector or Secretary shall be filled by the Board for the unexpired term, following the procedure for regular elections.

A vacancy shall be filled at the first regular meeting of the Board after such vacancy occurs or at a special meeting of the Board called with that as one of its purposes.

C. The Rector of the Board

The Rector, presiding officer of the Board, is charged with the duty of promoting a level of interest, involvement and activity among the members of the Board of Visitors as will best contribute to the determination of proper policies, wise planning, intelligent and considerate observance of the rights of the faculty, administration and staff, and student body, and the maintenance of the independence of the Board, all of which will enhance the future welfare of the University of Mary Washington .

As the presiding officer of the Board, the Rector shall preside at all Board meetings. The Rector shall have the power, unless otherwise directed by the Board, to fix the order of business for all meetings, appoint all standing and special committees of the Board (except the Executive Committee), and require the proper preparation and preservation of a record of all Board meetings. The Rector shall act as the Board's prime spokesman or representative, and shall perform such duties as may be imposed on the office by statue or action of the Board.

D. The Vice Rector of the Board

The Vice Rector of the Board shall, in the absence of the Rector at any meeting of the Board, preside over the meeting and assume all powers, duties and functions of the Rector. If for any reason the Rector becomes unable to perform his duties and functions, the Vice Rector shall perform such duties and functions until the Rector is able to resume office or until the election of a new Rector. The Vice Rector shall perform such other duties as may be assigned by the Rector or by the Board.

E. The Secretary of the Board

The Secretary shall be responsible for overseeing the preservation of the records, documents and papers of the Board, for supervising the taking and distribution of minutes of all meetings of the Board, for the preservation of the seal of the corporation, for such correspondence and communication as the Board may require, and shall perform such other functions and have such other duties or responsibilities as may be imposed upon that office by law or by direction of the Board. If for any reason both the Rector and Vice Rector are unable to perform the duties and functions of the Rector's office, the Secretary shall perform such duties and functions until the Rector and/or Vice Rector are able to resume office or until the election of a new Rector and Vice Rector.

F. Rector Pro Tempore

In the absence of the Rector, the Vice Rector and the Secretary at any meeting of the Board, a quorum of the Board by majority vote shall elect a Rector Pro Tempore who shall assume on a temporary basis the powers, duties and responsibilities of the Rector.

SECTION IX. THE COMMITTEE SYSTEM OF THE BOARD OF VISITORS

The Committee System of the Board of Visitors shall consist of the Executive Committee, Standing Committees, and Special Committees. In addition to the appointed Board members, the Rector shall be an ex officio member of all standing and special committees. All members of the Board shall have the privilege of attending all committee meetings and notice of all committee meetings that are held in conjunction with Board meetings shall be sent to all members of the Board and the President at least five days prior to the meeting. It is desirable for the Rector and President to attend committee meetings. No committee is vested with authority to act for the Board except for the Executive Committee, as noted in paragraph A below. The recommendations of all other committees shall be presented for action to the Board of Visitors or, if appropriate, to the Executive Committee.

A. THE EXECUTIVE COMMITTEE

The Executive Committee of the Board of Visitors shall consist of the Rector, the Vice Rector and the Secretary of the Board and two additional members elected by the Board at its Annual Meeting each year. Any vacancy on the Executive Committee shall be filled for the unexpired term at the next regular meeting of the Board. The Rector shall be the Chairman of the Executive Committee.

The Executive Committee shall meet upon the call of the Rector or upon the call of three members of the committee. Three members shall constitute a quorum provided that one of the three is either the Rector or Vice Rector of the Board. The Executive Committee shall consider all matters referred to it by the Rector of the Board, the Board itself, or by the President of the University. The Executive Committee shall serve as the Board liaison with the faculty Committee on Faculty Affairs -- the faculty-elected committee concerned with faculty welfare. The Executive Committee shall meet semi-annually with this faculty committee to hear presentations of that group and for general discussion. The President of the University may attend all meetings of the Executive Committee with the Committee on Faculty Affairs.

In the interim between meetings of the Board, the Executive Committee is vested by statute with the powers and authority of the full Board and shall take such actions as in its judgment are required. All actions taken by the Executive Committee between meetings of the Board shall be reported in writing to the Board at the next regular meeting.

B. STANDING COMMITTEES

The standing committees of the Board shall consist of the Academic Affairs Committee, the Student Affairs Committee, the Buildings and Grounds Committee, The Administration and Finance Committee, the Audit Committee, the Planning and Strategy and Policy Committee, the Alumni Relations and Advancement Committee, and the University Relations, Communications, and Legislative Affairs Committee. The membership of each standing committee shall consist of not more than seven nor fewer than three Board members.

All members of the standing committees shall be appointed by the Rector as soon as possible after the organizational meeting (the first regular meeting after July 1 each year). At the time of the committee appointments, the chairman and vice chairman of each committee shall be designated by the Rector. A vacancy on any committee shall be filled by the Rector for the unexpired term, and the Rector shall have the power to change the membership of any standing committee at any time. Each standing committee shall meet at the call of its chairman.

The President of the University, in consultation with each committee chairman, shall prepare an agenda for each committee meeting and submit it to all members of the Board in advance of the committee meeting. In addition to the duties of the standing committees as listed below, each committee shall consider such other matters as may be referred to it by the Board, the Rector, the President, or its chairman, and shall make reports and recommendations as required to the Board, the President, and upon the request of the Rector, to the Executive Committee. No standing committee has power or authority to commit the Board to any policy or action unless specifically granted such power by action of the Board. In such cases, a report of final action by any such committee shall be made at the next regular meeting of the Board.

1. Academic Affairs Committee

The Academic Affairs Committee shall be concerned with policy matters relating to all undergraduate and graduate instructional and research programs of the University. It shall consider and recommend proposals submitted by the President relative to new degrees, academic majors and minors, and research activities. It also shall study and recommend personnel policies for the University, including provisions which affect the recruitment and retention of faculty and administrative and staff personnel, such as tenure promotion, leaves of absence, research leaves, etc., and such other matters relating to the instructional and research function of the University as may be brought before it by the President or referred to it by the Board.
2. Planning, Strategy, and Policy Committee
The Planning, Strategy, and Policy Committee shall have under its purview all strategic planning, policy determination, internal assessment, cross-cutting initiatives and processes (e.g., the Library and IT), and ongoing efforts at the intersection of programs, personnel, and resources. Issues will change as strategies change as a result of the dynamic nature of the planning and strategy process. In addition, this committee will also serve as the venue for reporting out, as needed and appropriate, efforts by the Special Assistant to the President on Strategic Initiatives and Partnerships on new academic and business opportunities.

3. Buildings and Grounds Committee

The Buildings and Grounds Committee shall be concerned with policy matters relating to the physical facilities of the University. It shall oversee the development and maintenance of a campus master plan, the care, maintenance and security of the University's buildings and grounds, the selection of architects and contractors, the construction, renovation and naming of buildings, the care and preservation of furnishings and equipment, and other matters relating to the physical facilities and grounds of the University.

4. Alumni and University Advancement Committee

The Alumni and University Advancement Committee shall be concerned with policies pertaining to the alumni and the Alumni Association and shall encourage and promote activities by the alumni, which advance the interest and welfare of the University. It shall serve as the Board liaison with the Alumni Association of the University and shall periodically invite the officers of the Alumni Association to meet with the Committee and the President of the University to ensure continuing communication among the Board, the administration, and the Alumni Association.

This Committee shall also be concerned with policy matters relating to securing the private support in the form of good will and capital to sustain and advance the University. This Committee shall serve as the Board liaison with the University of Mary Washington Foundation, Inc., and shall periodically invite the officers of the Foundation to meet with the Committee and the President of the University to insure continuing communication among the Board, the Administration and the Foundation about the University's long-range plans and development goals.

5. Administration and Finance Committee

The Administration and Finance Committee shall be concerned with policy matters relative to the administrative affairs, financial affairs and business operations of the University. This committee shall review and recommend to the Board for approval the biennial budget requests of the University as well as the annual operating and auxiliary enterprise budgets. It shall propose faculty salary policies and plans, tuition charges, student fees, and other University charges. It shall consider and recommend the investment policies for the endowment and other funds of the University, the acquisition and disposition of assets, and provide policy recommendations on other fiscal matters of the University.

6. Audit Committee

The Audit Committee shall be concerned with the auditing policies and procedures of the University, shall ensure that timely and complete audits of the University financial systems and records are performed by the State, shall meet with external auditors to receive reports on the status of the University financial procedures and record keeping, and shall recommend to the Board of Visitors any needed actions regarding the audit needs of the University. It shall also be concerned with the University’s business operations including Police and IT security as they relate to the effectiveness and efficiency, compliance with laws and regulations and safeguarding of assets. It shall receive the report of the Internal Auditor(s) and communicate same to the Board.
7. Student Affairs Committee
The Student Affairs Committee shall be concerned with policy matters relating to non-academic student affairs, including the Honor System, student residential and social life, student conduct, student extra-curricular activities, athletics, food services, health services, and such other matters relating to student affairs and services as may be brought to its attention. This Committee shall serve as the Board liaison with the Student Association and Honor Council of the University and shall periodically invite the officers of these two bodies to meet with the Committee and the President of the University to ensure continuing communication among the Board, the administration and these important student organizations, which represent the student body.

8. University Relations, Communications, and Legislative Affairs

The University Relations, Communications, and Legislative Affairs Committee shall have under its purview all external and internal communication(s), and all public affairs activities of the University as well as the University’s relations with legislative and other public bodies. It shall concern itself with policy matters relating to promoting an understanding of University of Mary Washington's mission, values, plans and accomplishments.

In addition, this committee shall oversee all University galleries and all museums, historic properties and galleries that the Commonwealth of Virginia has, by statute, made the responsibility of the University, including their staffing, administration, operation, use, and maintenance. In this oversight, this committee shall be principal liaison with the relevant boards and shall organize appropriate visits as required by statute.

C. SPECIAL COMMITTEES

The Rector may at any time, or upon direction of the Board, appoint a special committee to consist of no fewer than three nor more than seven Board members to consider a specific matter pertaining to the University not included in the duties and responsibilities of a standing committee of the Board. At that time such a committee is appointed, its mission and tenure shall be established and when these conditions are met, the committee shall be terminated.

Section x. Administrative officers and other employees of the University

A. The President of the University

The President of the University shall be the Chief Executive, Administrative, and Academic Officer of the University.

1. Appointment

The President shall be appointed by the Board and shall serve at its pleasure.

Whenever a vacancy in the Office of the President occurs or is pending, the Rector shall appoint from the membership of the Board a special committee on the nomination of a President to make investigation and to recommend to the Board for its consideration at least two persons. The Rector shall be the chairman of this special committee and the committee shall consist of no fewer than three nor more than five members of the Board. The committee shall solicit and consider suggestions and recommendations from individual persons who are alumni of the University, members of the faculty and administration, and members of the student body (the Board may appoint representatives from these groups to serve as a pre-screening Presidential Search Advisory Committee). It shall pursue such other lines of inquiry as it thinks proper. The committee shall make its report to the Board, describing its investigation and naming and describing the qualifications of those persons whom it considers to be best qualified for appointment to the presidency of the University.

The Committee shall be provided with adequate funding and clerical assistance to accomplish its purpose.

The Board, upon consideration of the report of the special committee on the nomination of a President and upon consideration of such other recommendations and information as it deems proper to be considered, shall appoint the President of the University. Such appointment shall be by a majority vote of the Board members present.

2. Powers and duties

The President shall be elected a member of the faculty of the University. He may attend all meetings of the Board of Visitors and shall have the privilege of attending all meetings of Board committees. The President shall recommend the employment and salary of all faculty of the University and shall make interim faculty appointments pending formal approval by the Board. He shall appoint administrative and staff personnel as deemed appropriate for the proper administration and operation of the University; shall fix their terms of employment, duties and functions; and shall be empowered to discharge for cause any such appointee or employee.

The President shall have responsibility for the receipt, handling, and disbursement of the funds of the University from whatever source derived. He shall authorize on behalf of the University the execution of such documents as shall be necessary and proper for the operation of the University, the conduct of its business, and the carrying into effect of its programs, all consistent with policies established by the Board.

He shall provide for the admission of students, for student discipline, including suspensions and dismissals, and for the regulation of all aspects of student life at the University except for the honor system which shall be operated and supervised by the student Honor Council to whom authority has been delegated by the Board of Visitors.

Changes in the curriculum and academic requirements of the University, including those for the granting of degrees, shall be recommended by the President, and the President shall authorize and grant degrees in the name of the Rector and Visitors of the University of Mary Washington .

He shall be responsible for the administration and supervision of the historic properties under the control of the University. The President shall exercise such general authority and control over the assets, affairs, and programs of the University as shall be desirable for its proper operation in conformity with the purposes and policies determined by the Board. He shall act as advisor to the Board and shall have the responsibility for recommending to the Board policy and programs which in his opinion will best promote the interests of the University.

B. Other University Officers and Employees

All administrative officers of the University shall be responsible to and report to the President of the University. The President shall be responsible for the employment of all personnel of the University.

C. Legal Consultant to the Board of Visitors

The Board may appoint, with authorization from the Office of the Attorney General, pursuant to Section 2.1-121 of the Code of Virginia, a non-Board member as legal consultant to the Board of Visitors. Such appointment shall be made upon recommendation(s) by the President of the University.

D. Clerk of the Board

The Board may appoint a non-Board member to serve at the pleasure of the Board as Clerk of the Board. The Clerk shall assist the Secretary in carrying out the duties assigned to that officer and perform such other duties as may be assigned by the Rector or by the Board. The Clerk shall be compensated for services rendered.

Section xi. Amendments to the bylaws

These bylaws may be amended at any regular or special meeting of the Board of Visitors by a majority vote of the members of the Board, provided that the proposed amendment has been submitted to the Executive Committee and its views on the amendment together with the proposed amendment are provided to all members of the Board with the notice of the meeting as provided for in Section IV.

Section xii. Effective date of the bylaws

These bylaws shall go into effect July 1, 2004, and as of that date shall supersede all prior established procedures of the Board, which may be inconsistent with them.