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Council of Directors

Bylaws

Article 1: Membership of Council of Directors 

The Council of Directors consists of all School Directors and a representative from the University Libraries.

 

Article 2: Executive Committee Membership

Section 1          
The Executive Committee shall be made up of the president, president-elect, and secretary/treasurer one year and on alternate years will be made up of president, past-president, and secretary/treasurer. This ensures continuity of leadership. The president, the president-elect, the secretary/treasurer and past-president of the Council of Directors shall constitute the voting membership of the Executive Committee.

Section 2          
The president of the Council may appoint the chairs of standing and ad hoc committees as non-voting members to the Executive Committee to better coordinate and facilitate the business of the Council.

Section 3          
The terms of Executive Committee members who serve as officers of the Council shall be coterminous with their terms as officers.  The terms of appointed members to the Executive Committee shall begin on the date of appointment and end with the June meeting.

Section 4         
The President of the Council will receive reassigned time to manage the business of the Council.

 

Article 3: Elections Authority 

Section 1
The Elections Committee will consist of the secretary/treasurer and three additional directors who have staggered three year terms. The Secretary/Treasurer shall serve as chair of the committee and will convene the committee annually to solicit nominations, create a ballot, and conduct the vote for any vacant position. The committee shall conduct the election of Council officers according to the policies and procedures prescribed in the constitution and bylaws of the Council.

Section 2
In the absence of the secretary/treasurer, the senior member of the committee shall conduct the election.

Section 3
The regular election of Council officers shall be held within the 30 days prior to the June meeting.

Section 4
Special elections of Council officers shall be held to fill certain offices vacated during the year as provided in Article 7 Section 2 of the constitution.

 

Article 4: Nominations

Section 1
Nominations may be solicited from the floor during the May meeting and/or through electronic means. Self-nominations are allowed.

Section 2
The Elections Committee shall confirm those nominated are willing to serve.

Section 3         
The nomination and election of Council officers of president-elect and secretary/treasurer occur in alternate years.

 

Article 5: Voting Procedures

Section 1         
The Elections Committee shall create a slate of candidates for open positions.  A web-based anonymous ballot will be sent to the Council of Directors within the month prior to the June meeting. Directors will have one week to submit votes.                            

Section 2
A majority vote (more than half of the valid votes cast) will determine the outcome of the election. If no nominee for a Council office receives a majority vote on the first ballot, the second ballot, and all subsequent ones (if necessary), shall include all nominees but the one who received the lowest number of votes on the previous ballot. Voting shall continue until a nominee receives a majority of the votes.

 

Article 6: Duties of Executive Committee

Section 1           
In exercising its responsibility as the administrative agency of the Council of Directors, the President of the Council and Executive Committee shall perform the following duties: 

  1. Prepare and distribute a schedule of monthly meetings of the Council for the year and make the necessary arrangements for meetings. Prepare and present an agenda for each meeting.
  2. Recommend to the Council for its approval the necessary committees, committee members, and committee responsibilities required to accomplish agenda goals and objectives of the Council.
  3. Support the Council in the development of policy recommendations for consideration by the Provost, Deans, and President.
  4. Schedule extra meetings of the Council as may be required to complete the unfinished business of the Council.
  5. Call the Council into special session when requested by the provost or the president of the university or when needed to address an issue of major and widespread concern to the president and/or the larger university community.
  6. Establish and maintain liaison with the leadership of the other major university councils and committees for the purpose of coordinating efforts in areas of mutual concern.
  7. Perform other duties as may be required to accomplish the business of the Council.

Section 2
In exercising its responsibility as the administrative agency of the Council of Directors, the Secretary/Treasurer of the Council and Executive Committee shall perform the following duties:

  1. Prepare and sign the official minutes of all Council meetings.
  2. Distribute the minutes of each meeting to Council members.
  3. Record any amendatory changes to minutes approved by the Council.
  4. Preserve and present all relevant documents and records.

Section 3         
In exercising its responsibility as the administrative agency of the Council of Directors, the President-Elect and/or Past-President of the Council and Executive Committee shall perform the following duties:

  1. Support the President in conducting the business of the Council.
  2. Officiate the meeting of the Council in the absence of the President.

Section 4             
The Executive Council will meet with the Provost on a monthly basis.

 

Article 7: Meetings of the Council

Section 1
The Council will meet monthly. The meeting schedule will be published at the beginning of each academic year.  Special meetings may be called by the President of the Council or at the request of a simple majority of its voting members.

Section 2
The meetings of the Council shall be open except when, by majority vote, the Council deems it necessary to restrict attendance to eligible voting members.

Section 3         
A quorum of the Council shall consist of more than half of its voting members. Committee members unable to attend meetings may designate a proxy that is already a voting member of the Council through a signed statement/email message to the president before scheduled meetings.

Section 4         
Resolutions brought before the Council for a vote must be distributed at least one week in advance of the vote. A two-thirds majority vote of the Council may suspend this rule.

 

Article 8: Standing Committees

Section 1         
Standing committees are those Council of Directors committees named in the bylaws to accomplish tasks or to perform functions on a continuing basis from year to year. The Council may establish additional standing committees as needed to accomplish the business of the Council. Whenever a new standing committee is established, the responsibilities, membership composition, terms of members, officers and their duties, and so forth, of the committee shall be defined in the bylaws of the Council. 

Section 2            
Professional Development Committee.  This committee is responsible for providing opportunities to directors for enhancing the knowledge and skills necessary to be effective directors. This committee will also maintain a repository of resources to support directors.

Section 3            
Elections Committee. This committee is responsible for soliciting nominations for Council officers, verifying nominee willingness to serve, creating a ballot with slate of nominees, submitting ballot to Council for vote, and reporting outcome of vote to the Council during the June meeting.

 

Article 9: Ad Hoc Committees

Section 1          
With the recommendation of the Executive Committee, the Council may establish Ad Hoc committees to accomplish specific tasks that are not continuing in nature.

Section 2          
The terms of office of members of a committee shall begin at the time of appointment and continue until the completion of the assigned task.

Section 3         
Ad Hoc committees will operate according to the same rules guiding standing committees.

 

Article 10: Officers and Duties of Committees

Section 1         
The officers of a committee shall consist of a chair and a secretary appointed from the members of the committee by the President of the Council.

Section 2         
It shall be the duty of the chair of a committee to:

  1. provide general oversight over the work of the committee
  2. call and set agenda for all committee meetings
  3. preside at all committee meetings
  4. designate a member of the committee to preside at committee meetings in his or her absence.

Section 3         
It shall be the duty of the secretary of a committee to:

  1. conduct committee correspondence as directed by the chair

  2. notify all members of meetings of the committee and distribute agenda for meetings

  3. record the substantive proceedings and actions of all committee meetings

  4. prepare and sign the official minutes of committee meetings

  5. distribute the minutes of each meeting to all members of the committee

  6. record any amendatory changes to minutes approved by the committee

  7. distribute the approved minutes of meeting to all members of the Executive Committee of the Council of Directors, preserve and present all relevant documents and records of substantive actions of the committee to the secretary of the Council for appropriate preservation

  8. perform such other duties as directed by the chair of the committee