Board of Trustees Bylaws
Amended September 28, 2007
Revised May 2, 2003
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 Control1 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.
The Board 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 (hereinafter referred to 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
2.1 The 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 Cohodas Hall, 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.
2.1.1 Notice of the dates, times, and places of all of the regularly scheduled formal 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 Hall, 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 Hall 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 formal 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 formal meetings.
2.1.3 If there is a rescheduled regular formal 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 formal 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 formal meetings and special formal 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 formal or informal 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, facsimile, e-mail, 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, facsimile, e-mail, interactive television, 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, facsimile, e-mail, interactive television, or mail vote.
2.5 All formal 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 formal meeting of the Board except as otherwise provided in this Article. All decisions of the Board shall be made at a formal meeting open to the public. No person shall be required as a condition to attendance at a meeting of the Board to register or otherwise provide his/her name or other information or otherwise be required to fulfill a condition precedent to attendance at a meeting of the Board.
2.6 Any person in attendance at a formal meeting of the Board shall be permitted to address the meeting subject to the following rules:
2.6.1 Any 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, Cohodas Hall, 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 meeting.
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.
2.6.5 Any 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 Hall, Northern Michigan University, Marquette, Michigan 49855.
2.7 No person shall be excluded from a formal 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 formal 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 informal session at its discretion. The public may be permitted to attend informal sessions at the Board's discretion and under conditions prescribed by the Board.
2.11 Minutes of meetings (except informal sessions held pursuant to 2.10 above or Article IV below) 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.
2.12 Communications to the Board shall be made in the manner prescribed by the Board.
2.13 Board members of Northern Michigan University and the Board's officers (President, Secretary, Chief Financial Officer and Treasurer) shall at all times act in a manner consistent with their fiduciary responsibilities to the University and shall exercise particular care that no detriment to the University results from conflicts between their interests and those of the University. If a Board member or officer believes that he or she may have a conflict of interest, the Board or officer shall promptly and fully disclose the conflict to the Secretary of the Board of Trustees and shall refrain from participating in any way in the matter to which the conflict relates until the conflict question has been resolved. The minutes of a Board meeting where a disclosure of conflict or possible conflict of interest is made shall reflect the disclosure and that the Board member or officer having so abstained from participation in the matter.
A Board member or officer is considered to have a conflict of interest when the Board member or officer or any of his or her family or associates, either (i) has an existing or potential financial or other interest which impairs or might appear to impair the Board's or officer's independence of judgment in the discharge of responsibilities to the University, or (ii) may receive a material, financial, or other benefit from knowledge of information confidential to the University. The "family" of a Board member or officer includes his or her spouse, parents, siblings, children, and, if living in the same household and sharing expenses, other individuals. An "associate" of a Board member or officer includes any person, trust, organization, or enterprise in or with which the Board member or officer has knowledge that he or she or any member of his or her family (i) is a director, officer, employee, member, partner, or trustee; or (ii) has a financial interest that represents 5% or more of his or her assets or any interest that enables him or her, acting alone or in conjunction with others, to exercise control or to influence policy significantly, or (iii) has any other material association.
The Secretary shall consult with the President and General Counsel regarding all conflict questions of which the Secretary is informed and shall report regularly to the Board of Trustees regarding any unresolved conflict questions. This policy statement is to be interpreted and applied in a manner that will best serve the interests of the University. In some cases, it may be determined that, after full disclosure to those concerned, the University's interests are best served by participation by the Board member or officer despite the conflict. The University will assist the Board in determining if such proposed participation violates the state conflict of interest laws. The General Counsel will provide a Board member or officer, upon his or her request, a written opinion as to whether a conflict of interest situation exists.
This policy is in addition to any obligations imposed on a Board member or officer by the state law on conflicts of interest, P.A. 1968, Nos. 317 and 318, as amended.
Notwithstanding anything to the contrary set forth in state law, it shall be a conflict of interest for a Board member in any capacity to be employed by or associated with a professional service firm which directly or indirectly provides services to the University. In accordance with Op.Atty.Gen. 1979, No. 5489, in the event that a firm is providing services to the University prior to one of its employees becoming a Board member, it may complete all work in progress for the University but may not be engaged for any additional work until the Board member is no longer employed by or associated with the professional service firm.
The Secretary shall distribute annually a copy of this provision to each Board member and officer for their signature.
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, and any decisions made at a formal meeting open to the public. The minutes shall include all roll call votes taken at the formal 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;
o Shall act to execute contracts as authorized by the Board of Trustees, and be custodian of all deeds, contracts, agreements, trust indentures, etc., of which the University is a part; and
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 General Counsel and/or a law firm for the purpose of providing legal counsel. Such legal counsel shall serve at the pleasure of the Board. The General Counsel 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 at the University.
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 meet in formal or informal session, perform the duties and functions as prescribed by the Board, 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 formal or informal meeting. Any Board member who is not a member of a committee may attend any committee meeting other than of the Executive Committee but may not vote.
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 tenure actions, require the formal approval of the Board. All terminations of tenure-track and tenured faculty, and executive-level staff shall be reported to 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. Upon recommendation of the President, the Board shall prescribe 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.