BOARD OF TRUSTEES
Northern Michigan University
Marquette, Michigan 49855
May 2, 2003
TABLE OF CONTENTS
The Corporation .1
Meetings of the Board 1
Officers and Organization of the Board .5
Chair and Vice Chair .5
Secretary of the Board 6
Chief Financial Officer and Treasurer ..6
Legal Counsel 7
University Organization 7
Personnel Actions . 8
Admissions, Fees, and Degrees 8
Financial Responsibility .. 8
Property and Facilities 8
Collective Authority and Action .. 9
Name and Seal . 9
Repeal .. 9
The Constitution adopted in 1963 by Michigan citizens granted constitutional autonomy to Northern Michigan University. Originally established, in 1899, as a normal school to prepare teachers in the Upper Peninsula, the University continues to meet this objective. As a university since 1963, it has developed programs of instruction, research, and service commensurate with such status.
Northern Michigan University shares with other colleges and universities of the State of Michigan responsibility to provide educational opportunities for young men and women as well as adults.
The Board of ControlΉ of Northern Michigan University reaffirms its obligation to the people of the State of Michigan to provide high quality education to people from all walks of life. It pledges itself to the wisest use and distribution of resources at its disposal to meet this major objective.
The Constitution confers upon the Board the power, the responsibility, and the freedom to develop the University's diversified program of instruction, research, and public service in keeping with the constitutionally declared public policy to encourage, forever, schools and the means of education.
The Board reserves exclusively unto itself any and all powers of deliberation toward and rendering decision on or in connection with public policy. Nothing in these Bylaws is intended to derogate the full, complete and absolute power of the Board to make public policy.
of Trustees of Northern Michigan
University, in order to implement the commitments and principles cited above,
and to assure that its own affairs will be conducted in accordance with the
highest standards of educational administration, hereby adopts these Bylaws.
The "Board of Control" shall hereafter be
referred to and also known as the "Board of Trustees."
of Northern Michigan University is created by the
people of Michigan through the Constitution and enabling legislation as a body
politic and corporate to govern Northern Michigan University. It has general
supervision of the institution and the control and direction of all
expenditures from the institution's funds.
The Board shall consist of eight voting members who shall hold office for terms of eight years, not more than two of which shall expire in the same year, and who shall be appointed by the Governor by and with the advice and consent of the Senate. Vacancies shall be filled in like manner. Members of the Board shall receive their necessary traveling and other expenses.
Meetings of the Board
Board shall meet on a regular basis at times determined by the Board unless
cancelled in advance by consent of the Board. Meetings will ordinarily be held
in the Board of Trustees Room on the sixth floor of
Center, Northern Michigan University, Marquette, Michigan, but may
be held at such other times and places in Michigan as the Board may determine,
including through the use of a pre-determined site where Board members may be linked
live via two-way interactive television or telephone, provided that interested
members of the public can at that site interact with all Board members who may
be physically present or linked by television or telephone.
of the dates, times, and places of all of the regularly scheduled meetings of the Board during the upcoming calendar year
shall be posted within ten (10) days after the first meeting of the Board in
each calendar year. This notice shall indicate that the meetings are to be of
the Board of Trustees of Northern Michigan University, and shall state the
address (the Board of Trustees Room, 6th floor, Cohodas
Center, Northern Michigan University,
Marquette, Michigan 49855), and telephone number (906-227-2555) of the Board of
Trustees. The notice of meeting schedule and any changes to that schedule
shall be posted at three (3) Board of Trustees posting areas: in the Cohodas Administrative Center outside the Board
of Trustees Office on the sixth floor and in the first floor lobby; and in the
main entrance of the Services Building. If a meeting is to be held which includes
use of interactive television or telephone, notice of such meeting shall
specify the site at which interested members of the public may interact by
television or telephone with members of the Board.
2.1.2 If there is a change in the schedule of regular meetings of the Board, there shall be posted within three (3) days after the meeting at which the change is made, a public notice stating the new dates, times, and places of its regular meetings.
2.1.3 If there is a rescheduled regular meeting or a special meeting of the Board, a public notice stating the date, time, and place of the meeting shall be posted at least eighteen (18) hours before the meeting.
2.1.4 If a meeting of the Board is recessed for more than 36 hours, it can be reconvened only after public notice has been posted, which is equivalent to that required for a rescheduled regular or special meeting.
2.1.5 Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party's payment of a yearly fee of five dollars ($5.00), the Secretary of the Board of Trustees shall send to the requesting party, by first class mail, a copy of any notice required to be posted pursuant to this Article.
2.1.6 Upon written request, the Secretary of the Board of Trustees, at the same time a public notice of a meeting is posted pursuant to this Article, shall provide a copy of the public notice of that meeting to any newspaper published in the state and to any radio and television station located in the state, free of charge.
2.2 A majority of the members of the Board, present physically or by interactive television or telephone, shall constitute a quorum to do business, but a smaller number may meet and adjourn to some other time or until a quorum is obtained.
2.3 At all regular meetings and special meetings it shall be valid to act on any subject within the power of the corporation, unless the call of a special meeting is limited. The Board shall conduct its business according to a prepared agenda.
2.4 Nothing in this Article shall bar the Board from meeting in emergency session in the event of a severe and imminent threat to the health, safety, or welfare of the public, when two-thirds of the members serving on the Board decide the delay would be detrimental to efforts to lessen or respond to the threat. The Board may also take action in such an emergency situation, when two-thirds of the members serving on the Board decide the delay could be detrimental to efforts to lessen or respond to the threat, by an affirmative vote by telegraph, telephone, interactive television, or mail from five (5) members of the Board, subject to ratification and confirmation at the next regular meeting of the Board. A report of such telegraph, telephone, or mail action by individual vote shall be contained in the official minutes of the Board and shall also be forwarded by the Secretary to all members of the Board of Trustees within ten (10) days following such telegraphic, telephonic, or mail vote.
2.5 All sessions or meetings of the Board shall be open to the public and
shall be held in a place available to the general public. All persons shall be
permitted to attend any meeting of the Board except as
otherwise provided in this Article. All decisions of the Board shall be made
at a meeting open to the public.
deliberations of the Board constituting a quorum of its members shall take
place at a meeting open to the public except as otherwise provided in this
2.6 Any person in attendance at a meeting of the Board shall be permitted to address the meeting subject to the following rules:
person who desires to address a regular meeting of the Board of Trustees shall deliver
to the Secretary of the Board, personally or by mail, at his/her office, Room 602,
Northern Michigan University, Marquette, Michigan 49855, at least two (2) weeks
prior to the date of such meeting, a written notice which shall identify the
meeting, and the person who desires to address the meeting, and shall include a
brief description of the subject matter concerning which the person desires to
address the Board. Subject to the provisions of 2.6.4 below, the Secretary
shall schedule the person on the agenda, and, at least five (5) days prior to
the date of such meeting, the Secretary shall inform the person of the date and
the approximate time schedule on the agenda for the person's address to the
2.6.2 Any person who desires to address a meeting of the Board but due to an emergency or other extenuating circumstances is unable to notify the Secretary at least two (2) weeks prior to such meeting as provided in 2.6.1 above, may nevertheless deliver to the Secretary at any time prior to such meeting a written application to address such meeting, which application shall include a brief description of such emergency or other extenuating circumstances in addition to the subject matter required for a written notice under 2.6.1 above. The Secretary shall promptly inform the Chair of the Board and the President of the University of any such application; and the Chair, after consultation with the President, shall, at his/her discretion, decide whether or not the application shall be granted. If the application is granted, the Secretary shall schedule the applicant on the agenda for such meeting and shall promptly inform the applicant of the date and approximate time scheduled on the agenda for the applicant's address. If the application is not granted, the Secretary shall schedule the applicant on the agenda for the next succeeding regular meeting of the Board and shall inform the applicant of the Chair's decision and the date and approximate time scheduled for the applicant's address at such next succeeding regular meeting.
2.6.3 Any person who desires to address the Board shall be permitted three (3) minutes for his/her presentation unless the person includes an application for a specific amount of additional time in the written notice or application delivered to the Secretary pursuant to 2.6.1 or 2.6.2 above. The Secretary shall promptly inform the Chair of the Board and the President of the University of any such application for additional time; and the Chair, after consultation with the President, shall, in his/her discretion, decide whether the applicant shall be granted additional time for his/her presentation and, if so, how much additional time shall be granted. The Secretary shall promptly inform the applicant of the Chair's decision.
2.6.4 No more than one (1) hour shall be allocated on the agenda of each regular meeting of the Board for all of the presentations scheduled pursuant to the provisions of 2.6.1 and 2.6.2 above. Persons who shall notify the Secretary of their desire to address a regular meeting of the Board shall be scheduled on the agenda in the same order in which the Secretary receives their respective written notices pursuant to 2.6.1 above. In the event the aggregate amount of time required for presentations scheduled for any regular meeting of the Board shall approach one (1) hour, the Secretary shall promptly inform the Chair of the Board and the President of the University; and the Chair, after consultation with the President, may, at his/her discretion, extend the time allocated on the agenda for such presentations from one (1) hour to a maximum of two (2) hours. Any person whose notice pursuant to 2.6.1 above shall be received by the Secretary after the time allocated on the agenda (including any extension thereof made by the Chair) for all such presentations shall have been filled, shall be scheduled by the Secretary on the agenda for the next succeeding regular meeting of the Board; and the Secretary shall inform the person of the date and approximate time scheduled for the person's address to the Board.
person may submit written material, regardless of length, to the Board for
consideration, whether or not in connection with an address by the person to
the Board. Such written material may be delivered to the Secretary of the
Board personally or by mail, at his/her office, Room 602, Cohodas
Center, Northern Michigan University, Marquette, Michigan 49855.
2.7 No person shall be excluded from a meeting of the Board except for a breach of the peace actually committed at the meeting.
2.8 Votes on all matters coming before the Board or any of its committees shall be taken by the Chair and recorded by the Secretary.
2.9 The business at each regular or special meeting shall be conducted under general parliamentary rules as modified by the rules and regulations of the Board.
2.10 The Board
of Trustees may meet in
only for the
following purposes: (i) To
consider the dismissal, suspension, or disciplining of, or to hear complaints
or charges brought against, or to consider a periodic personnel evaluation of,
a public officer, employee, staff member, or individual agent, if the named
person requests a closed hearing. A person requesting a closed hearing may
rescind the request at any time, in which case the matter at issue shall be
considered thereafter only in open sessions. (ii) To
consider the dismissal, suspension, or disciplining of a student attending
Northern Michigan University when the student or the student's parent or
guardian requests a closed meeting. (iii) For
strategy and negotiation sessions connected with the negotiation of a
collective bargaining agreement when either Northern Michigan University or any
union with which it is negotiating requests a closed hearing. (iv) To
consider the purchase or lease of real property up to the time an option to
purchase or lease that real property is obtained. (v) To
consult with the attorney for Northern Michigan University regarding trial or
settlement strategy in connection with specific pending litigation under
circumstances when an open meeting would have a detrimental financial effect on
the litigating or settlement position of Northern Michigan University. (vi) To
review the specific contents of an application for employment or appointment to
the faculty when the candidate requests that the application remain
confidential. However, all interviews by the Board for employment or
appointment to a public office shall be held in an open meeting pursuant to
this Article. (vii) To
consider material exempt from discussion or disclosure by state or federal
statute. A two-thirds roll
call vote of members of the Board of Trustees shall be required to call a
closed session except for closed sessions (i), (ii), and (iii) described
above. The roll call vote and the purpose or purposes for calling the closed
session shall be entered into the minutes of the meeting at which the vote is
taken. A separate set of minutes shall be taken by the Secretary of the Board at
the closed session. These minutes shall be retained by the Secretary, shall
not be available to the public, and shall be disclosed only pursuant to proper
court order. These minutes may be destroyed one year and one day after
approval of the minutes of the regular meeting in connection with which the
closed session was held.
of meetings (except
session held pursuant to 2.10 above) shall be public records open to public
inspection and shall be available at the address designated on posted public
notices pursuant to this Article. Copies of such minutes shall be available to
the public at the reasonable estimated cost for printing and copying. Proposed
minutes shall be available for inspection not later than eight (8) business
days after the meeting to which the minutes refer, and approved minutes shall
be available for public inspection not later than five (5) business days after
the minutes are approved by the Board.
2.12 Communications to the Board shall be made in the manner prescribed by the Board.
In order to ensure
faithful compliance with all applicable provisions of Michigan constitutional
and statutory law respecting possible conflicts of interest, each member of the
Board of Trustees shall attempt to identify and disclose to the Board any
matter under consideration in which such member has or may have some personal,
business or other conflict with the interests of the University. Thereafter,
the Board member should withdraw from any discussion of such matter conducted in
a closed session of the Board, should refrain from participating in any
discussion of the matter conducted in any public meeting of the Board and
should refrain from voting on the matter.
Officers and Organization of the Board
Chair and Vice Chair. At a regular meeting preceding January 1 of each year, the Board shall elect one of its own members to be its Chair, and shall elect another of its own members to be its Vice Chair, with both terms beginning on January 1. The Chair and Vice Chair shall hold office for either a one calendar year term or a two calendar year term, renewable for either one or two years; provided, however, that the cumulative consecutive term limit in either office shall be three years. "Cumulative" means the sum of the years in the initial term plus the years in a renewal term if any. "Consecutive" means that after a member has served the term limit in either office, nothing herein shall prevent the Board from electing a member Chair or Vice Chair again after there has been an intervening term served by another member. Succession from Vice Chair to Chair is neither automatic nor presumed. Interim elections to fill vacancies in the office of Chair or Vice Chair shall be for the unexpired term. The Chair shall preside at meetings of the Board and shall have the authority and shall perform the duties usually attached to his/her office as presiding officer of the Board. The Chair shall perform such duties as may be prescribed by law or by the regulations and Bylaws of the Board. The Vice Chair shall perform the duties of the Chair in his/her absence.
President. The Board shall elect a President of the University who shall serve at the pleasure of the Board. He/she shall be, ex officio, a member of the Board without the right to vote, and be its sole administrative officer.
As the chief executive officer of the University, the President shall exercise such powers as are inherent in the position in promoting, supporting, and protecting the interests of the University and in managing and directing all of its affairs. He/she may issue directives and executive orders not in contravention of existing Board policies. He/she shall be responsible for all business policies, and he/she shall direct and supervise the preparation of an annual budget which, upon his/her approval, shall be recommended by him/her to the Board. The President shall be responsible for the preparation of the annual reports of the University. He/she shall exercise such other powers, duties, and responsibilities as are delegated to or required of him/her by the Board.
In the event of the death or disability of the President, or in the event of a vacancy in that office, the Chair of the Board shall convene the available members to take appropriate action to assure continuity in the affairs of the University until the Board shall arrange for an acting or interim President.
Secretary of the Board. The Secretary of the Board shall be appointed by the Board upon the recommendation of the President, and shall serve at the pleasure of the Board. He/she shall give bond satisfactory to said Board to secure the faithful performance of the duties of the office.
The Secretary shall give all notices
required under Article II of these Bylaws. Subject to the President and the
Board, he/she shall keep minutes of each meeting showing the date, time, place,
members present, members absent, any
decisions made at a meeting open to the public
and the purpose or purposes for which a closed session is held. The
minutes shall include all roll call votes taken at the meeting.
He/she shall have custody of such books, papers, documents, records, and other property deposited in his/her office. He/she shall be the custodian of the corporate seal and shall cause its imprint whenever appropriate.
The Secretary shall perform such other duties as may be required of him/her by the President and the Board.
Chief Financial Officer and Treasurer. The Chief Financial Officer and Treasurer shall be appointed by the Board upon the recommendation of the President of the University and shall serve at the pleasure of the Board. Subject to the President and the Board, the Chief Financial Officer and Treasurer:
o Shall be responsible for the custody of and the accounting for University assets;
o Shall be responsible for the payment of University obligations in accordance with budgets, contracts, grants, and policies established by the Board of Trustees;
o Shall prepare an annual financial report at the close of each fiscal year and such other reports as the President and the Board of Trustees may request;
act to execute contracts as authorized by the Board of Trustees, and be
all deeds, contracts, agreements, trust indentures, etc., of which the
University is a part;
o Shall give bond satisfactory to the Board for the faithful performance of his/her duties.
Legal Counsel. The Board may
at its discretion appoint a
attorney or a law firm for the purpose of providing legal
counsel. Such legal counsel shall serve at the pleasure of the Board. The University attorney or law firm
representative shall attend meetings of the Board and shall render such
professional services required by it and the officers of the University.
Ineligibility. No member of
the Board shall be eligible for appointment as Secretary or Chief Financial
Officer and Treasurer or for any paid employment
The Board may from time to time
establish such ad hoc or standing committees as the Board may deem desirable
and in the best interests of the University. The President or his/her designee
shall be a member of each committee established by the Board, unless determined
otherwise by the Board. In addition to the President, each committee shall be
comprised of at least two (2) members of the Board who shall be appointed by
the Chair, with the consent of the Board. Each committee established by the
Board will perform
the duties and functions as prescribed by the Board
may, at the committee chair's discretion, invite other members of the Board to
attend committee meetings; shall keep a record of committee
proceedings ; and
shall report its findings, activities, and recommendations to the Board. Each
committee established by the Board shall act as an advisory body only for the
purpose of recommending action to the Board ;
and no activity of such committee shall commit the Board to any policy declaration
or action unless and until duly approved by the Board at a regular
or special meeting.i
Such educational and administrative units as are deemed essential within the University may be established, modified, or abolished upon recommendation of the President and approval of the Board. The President is authorized to determine the organizational pattern of the several educational and administrative units subject to a report of the Board.
Recommendations of the President on all tenure-track
faculty and executive-level staff appointments, on faculty promotions and
and on all terminations require the
formal approval of the Board. The Provost is authorized to provide
final approval of all other faculty appointments. The Board will approve an
annual report of other non-faculty appointments.
Admissions, Fees, and Degrees
Upon the recommendation of the President, the Board of Trustees will determine and establish the qualifications of students for admission and re-admission and retention, and fix the amount of tuition and fees to be charged for attendance at the University. The Board will grant appropriate degrees and diplomas to students who have completed the prescribed courses of study. Honorary degrees may be awarded by the Board in recognition of distinguished accomplishment.
The Board of Trustees of Northern Michigan University is held legally accountable for the funds which are appropriated to it or become available to it from state, federal, and private sources. In the interest of financial integrity, the Board will provide for a regular review and periodic report on the status of its financial obligations. The Board is committed to the fulfillment of any pledges with reference to loans and bonded indebtedness. No intrusion upon this commitment, from any source or for any reason, will be tolerated.
Property and Facilities
The Board shall be responsible for the
approval of all purchase, sale, transfer, or other disposition of real estate
and other property of the University.
President, the Board prescribe s
rules governing the use of all University property by the faculty, staff,
students, and the general public and their conduct upon entering said property
or in attendance at the University.
Collective Authority and Action
The authority of the Board of Trustees is conferred upon its members as a Board, and they can bind the corporation and the University only by acting together as a Board. No individual members shall commit the Board to any policy, declaration, or action without prior approval of the Board.
Name and Seal
Without the prior authorization of either the Board or the President, neither the words Northern Michigan University nor the combination of initials NMU may be used as part of a title, designation, or for any purpose or in any manner whatsoever by any person, firm, or organization, whether or not directly or indirectly associated with the University.
The seal of the Board of Trustees and the University shall contain in its center a block N embossed on a torch of knowledge with an outline of the Upper Peninsula of Michigan in the background, a double circle linking the four stars which represent the University's four-dimension program of instruction, research, service, and advanced study, and around the outer circle the words, Northern Michigan University, and the date, 1899.
These Bylaws may be amended or repealed at any meeting, regular or special, of the Board by an affirmative vote of a majority of the Board, provided that copies of such amendments or notices of repeal are submitted in writing to each member in advance of such meeting.
All Bylaws, policies, or resolutions, or any parts thereof, which are inconsistent with these Bylaws are hereby repealed.