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Chapter Eight: Officers of the University

§2-08.01- Officers of the University – their Election and Tenure
The Officers of the University are compensated executive level employees of the University and shall be a President, a Secretary, an Assistant Secretary, a Provost, a Financial Vice-President, a Treasurer, an Assistant Treasurer, a Vice President of Student Affairs and such other Officers of the University as the Board from time to time may consider necessary for the proper conduct of the business and affairs of the University.

The Officers of the University shall be elected and assigned responsibilities by the Board upon nomination by the President. In making nominations to the Board for the positions of Provost and Vice- President for Student Affairs, the President shall receive and consider the advice of faculty, students, administrators and alumni of the University. An Officer of the University may hold faculty status in a School or Department of the University. His/her faculty status is determined by the usual policies and procedures concerning faculty appointment and tenure.

Employees of the University holding positions that bear titles indicating that they are Officers shall not be included as an Officer of the University unless the Board explicitly elects such employee as an Officer of the University in accordance with this Chapter Eight. The Board may elect such other Officers and designate or employ such agents for the University as it may deem necessary to carry on the activities of the University.

Each Officer shall be expected to be knowledgeable with respect to the Officer’s delegated duties and shall be responsible for ensuring such duties are performed. All Officers shall serve at the pleasure of the Board, shall have the authority designated to them in these By-laws or delegated by the Board, and shall report to the Board. Any two or more offices may be held by the same person, except the same person may not hold the offices of President and Secretary; President and Provost; President and Vice President; and President and Treasurer; provided that no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-laws to be executed, acknowledged or verified by any two or more Officers.

§2-08.02 - Removal; Vacancies
The removal of the President requires a two-thirds vote of the Entire Board.

§2-08.03 - President
Election. The President shall be elected by the Board and shall serve at the pleasure of the Board. In selecting a President, the Board shall receive and consider the advice of faculty, students, administrators and alumni of the University.

Powers and Duties. The President shall be the chief executive and educational Officer of the University and shall have general charge and control of all its business and properties. The President shall be an ex officio voting member of the Board. The President shall be responsible for the management of all internal and external affairs of the University. As chief executive, he/she shall implement policy decisions of the Board and educational policy decisions of the University. In performing these functions, the President may delegate executive and administrative authority to other University officials, subject to such restrictions as may be included in these By-laws or otherwise enacted by the Board.

The President shall sign and execute contracts and other written instruments in the name of the University as authorized by the Board. He/she shall have the general powers and duties usually vested in the office of the president of a University. The President shall annually make a report on the affairs of the University at the end of the academic year.

The President has the right and responsibility delegated by the Board to review all actions of School Councils or of the Faculty, to approve or disapprove of any action of these agencies and to accept or reject recommendations made by groups within the University. In particular, appointments to the Faculty and Instructional Staff (except for Teaching Fellows and Graduate Assistants) and the final decision in cases involving promotion, and emeritus status, shall be made by the President. The decisions of the President may not be appealed, except as specifically provided for in the University Statutes.

In the temporary absence of the President, the duties of that office shall be performed by the Provost or a Vice President designated by the President. In the event of a temporary absence the President will inform the Chair of the Board of a proposed plan for the delegation of presidential duties. In the event of the death, resignation, or incapacity of the President that renders him/her incapable of performing his/her duties, that office shall be deemed to be vacant and the Board shall elect a successor or interim successor in accordance with these By-laws.

§2-08.04 - The Provost and Vice Presidents
The Board shall elect a Provost to serve as the chief academic Officer of the University with responsibility for the oversight of academic programs. In the absence of the duly authorized contracting Officer or at the direction of the Board, the Provost (unless otherwise provided by resolution of the Board) may sign and execute all academic program contracts or other written instruments in the name of the University. The Provost shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, by the Chair, or by the President.

The Financial Vice-President shall be responsible for supervising and overseeing the financial and business affairs of the University.

The Vice-President for Student Affairs shall be responsible for supervising and overseeing student activities and services.

In the absence of the duly authorized contracting Officer or at the discretion of the Board, any Vice President (unless otherwise provided by resolution of the Board of Trustees) may sign and execute all authorized contracts or other written instruments in the name of the University. Each Vice-President shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, by the Chair or by the President.

§2-08.05 - Secretary
The Secretary shall ensure that Trustees are given written notice of the time and place of every meeting of the Board in accordance with Section 2-05.04 of these By-laws. The Secretary shall keep minutes of all business transacted at each meeting of the Board, and he/she shall distribute minutes to all members of the Board. The Secretary shall keep an attested copy of the Charter, these By-laws, and of all votes and minutes of the Board; and he/she shall furnish copies of the above documents to any member of the Board and to any Officer of the University. The Secretary shall be the custodian of the seal of the University and shall affix the seal to any instrument requiring the same.

§2-08.06 - Assistant Secretary
The Board may elect one or more Assistant Secretaries. The Assistant Secretary designated by the Board shall have the power to perform all duties of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, by the President or by the Secretary.

§2-08.07 - Treasurer
The Treasurer shall have the custody of all deeds and muniments of title to the real estate and of all bonds and mortgages, stocks or other evidences of property owned by the University or pledged to it and of all policies of insurance and shall have the authority to accept and receipt for the same on behalf of the University and the Board and, under the supervision of the Board, he/she shall arrange for the safekeeping thereof. He/she shall have the authority to sell, assign and transfer securities on behalf of the University.

The Treasurer shall collect and receive all monies due and payable to the University and deposit them in the name of the University in such banking institutions as the Board may designate. The Treasurer shall discharge all debts and other obligations of the University when due and payable.

The Treasurer is the ordinary contracting Officer of the University. The Treasurer shall be responsible for overseeing the conduct of the annual audit of the University’s financial records; provided that the University's Audit and Risk Management Committee shall be responsible for reviewing the independence of the University's auditor and reviewing the results of the annual audit with the auditor. The Treasurer shall be responsible for submission to the Board of a certified annual report by public accountants to be approved by the Board. The Treasurer shall also furnish such other financial statements as from time to time may be required by the President and the Board.

§2-08.08 - Assistant Treasurer
The Board may elect one or more Assistant Treasurers. The Assistant Treasurer designated by the Board shall have the power to perform all duties of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, the President or by the Treasurer.

§2-08.09 - The President’s Cabinet
The President’s Cabinet, consisting of the Officers of the University, shall meet at regular intervals for the purpose of communication, consultation and planning.