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Bylaws

Last amended July 21, 2011

These bylaws have been written to provide guidance to the members of the board about the conduct of all meetings of the board. Attention has been given to flexibility in procedures and effort has been taken to avoid prescriptive direction.

The bylaws are reviewed and changes made as custom and board preference suggest. They are intended to inform the members of the Board of Trustees and others of processes used to facilitate orderly and effective meetings which are essential to conducting the business of the board.

Article I. Meetings
Article II. Order of Business
Article III. Rules of Order
Article IV. Executive Committee and Standing Committees of the Board
Article V. Terms of Officers and Appointees of the Board
Article VI. Duties of Officers and Appointees of the Board
Article VII. President of the University
Article VIII. Amendments; Repeal

Article I. Meetings

Section 1. The Board of Trustees shall hold an annual meeting on the third Thursday of January, unless the date of such meeting is changed by the board. The board shall hold regular meetings to address business in a timely fashion. A yearly schedule of meetings for the next academic year is approved at a board meeting in the spring of each year. The date of any meeting may be changed by vote of the board or by order of the chair thereof; any monthly meeting may be omitted by vote of the board or by order of the chair thereof, in case it appears that the amount and nature of the business to be presented is not sufficient to justify a meeting.

Section 2. Special meetings may be called whenever deemed necessary by the chair or any three members of the board by giving at least 48 hours' notice thereof by mail, facsimile or telephone to each member of the board; notice to the public will be given as required by law. In such notice, the object and general character of the special business to be transacted at such meeting shall be stated. For a meeting held in the event of a bona fide emergency, notice shall be given as soon as practicable but in any event prior to the holding of such meeting

Section 3. All regular meetings of the board shall be held at one of the campuses of the University unless otherwise ordered by vote of the board or by the chair thereof. The members of the board shall be notified by mail not later than five days previous to any regular meeting.

Section 4. A majority of the voting members of the board shall be a quorum to transact business. A smaller number may meet and adjourn to some other time or until a quorum is obtained. The board may conduct any meeting by conference telephone call or other communication equipment by means of which all persons participating in the meeting can communicate with each other, insofar as permitted by Illinois law.

Article II. Order of Business

Section 1. At all regular meetings and at special meetings, so far as it may be applicable, the following order of business shall be observed, unless suspended or modified by a consensus of those present as determined by the board chair.

1. Roll call
2. Comments and petitions (public comment session)
3. Election of officers (if necessary)
4. Presentation and discussion of items on the agenda
5. Executive session (as needed); normally this is planned in advance and noted on board schedules available several days prior to a board meeting. However, urgent business may necessitate an unplanned executive session. An unplanned executive session normally is called by the chair or requested of the chair by three members of the board.
6. Reports of committees
7. Reports and recommendations of the president of the University
8. Reports and recommendations of the chair of the Board
9. Old business
10. New business
11. Reading and approval of the minutes of previous meetings: if a printed copy thereof has been furnished each member before the beginning of the session, the reading may be dispensed with unless requested by a member of the board.
12. Presentation of agenda and voting by trustees
13. Announcements regarding future meetings by the Chair of the Board

Article III. Rules of Order

Section 1. Robert's Rules of Order shall govern the consideration of all business and debate, so far as it may be applicable to this body. The University Counsel shall serve as the parliamentarian at all meetings of the board and its committees.

Section 2. All items on which the board will take action at a regular or special meeting shall be specifically set forth in an agenda published at least 48 hours before the beginning of the meeting at which action is to be taken. Short parliamentary motions and minor editing to clarify or correct an item may be made during a meeting. For a meeting held in the event of a bona fide emergency, notice shall be given as soon as practicable but in any event prior to the holding of such meeting.

Section 3. No second shall be required to any motion.

Section 4. A record vote of the board shall be had: (a) on any proposition to appropriate funds of the University; (b) on any proposition to create any liability; (c) on any proposition to sell, purchase, or lease real estate; or (d) upon the request of any member of the board made before the vote on the item is taken. A record vote is not required for (a), (b), or (c) where such authority is specifically delegated to University administrative officers by action of the board.

Section 5. Subject to applicable law, the board must have a motion from a member that is passed by a vote of the majority of those voting provided a quorum is present in order to hold an executive session.

Section 6. When the board meets in executive session all matters discussed in that session are strictly confidential and shall not be shared with others outside those assembled in the executive session. The one exception would be to share information with absent board members or officers. Minutes of these meetings will be released to the public pursuant to the Illinois Open Meetings Act when the board has determined that the need for confidentiality no longer exists.

Article IV. Executive Committee and Standing Committees of the Board

Section 1. At the annual meeting in January of each year, the board shall elect two members to an "Executive Committee," consisting of three members, the Chair of the Board to be the chair ex officio, which members shall hold office for one year, or until their successors have been elected.

Section 2. The Executive Committee shall meet whenever the chair, or two members thereof, shall find it necessary for the transaction of any business which is urgent and cannot be postponed to a regular meeting of the board. If a quorum of the committee, two members, is present in the same location or participates via video conference, the third member may participate via telephone. The committee may transact business providing a quorum is present. All trustees shall be given the same notice of the meeting that is sent to the members of the Executive Committee and any who wish may elect to participate in the meeting as nonvoting participants.

Section 3. The Executive Committee functions as an instrument of the board and shall possess all the powers of the board when in session, provided that it shall not overrule, revise, or change the previous acts of the board, or take from regular or special committees any business referred to them by the board.

Section 4. The Executive Committee shall make a written record of all its transactions and submit it to the board at its next regular meeting, signed by all the members of the Executive Committee agreeing thereto. Such record shall thereupon be incorporated in the minutes of the board as an integral part thereof.

Section 5. The standing committees of the board shall be appointed by the Chair of the Board, and a list thereof inserted in the minutes of the meeting of the Board of Trustees at which such appointments are made.

Section 6. The chairs of committees are responsible for keeping the board informed of their committees' activities by way of reports, as needed.

It is expected that ordinarily the position of committee chair will rotate among board members every two years.

Academic and Student Affairs Committee: This committee shall consider changes in the academic program portfolios of the campuses, monitor and stimulate improvement in the academic quality and student environment of the University, and recommend actions to the board.

Audit, Budget, Finance, and Facilities Committee: The charge to this committee is to oversee the work of the external and internal auditors; review the recommended budgets for operations and capital respectively, including the requests for operations and capital budgets; review proposed financing activities as recommended by the chief financial officer; and review major building and renovation projects. The committee is also responsible for making recommendations to the board on these matters.

Governance, Personnel, and Ethics Committee: The responsibilities of this committee are to oversee the structure and functioning of the Board of Trustees and attend to matters involving its members, and to ensure a proper "tone at the top" including definition of and compliance with proper standards of ethical conduct for the board and University personnel.

University Healthcare System Committee: This committee is to serve as a resource to the vice president for health affairs and the leaders of the health sciences colleges to ensure quality patient care, facilities development, and responsible financial management of the University healthcare system's facilities, services, and related operations.

Section 7. Committees shall consider all matters referred to them as soon as possible and carry out the orders of the board insofar as they are specifically empowered by the board and shall report their recommendations or action as soon thereafter as possible.

Section 8. The Chair of the Board shall appoint the chair and vice chair of each committee. Each committee chair will call meetings of the committee, and direct its proceedings; but shall not otherwise have greater power or authority than any other member.

Section 9. Special committees may be created by the Chair of the Board to take charge of subjects specifically referred to them. Such committees shall be appointed in the manner, and shall consist of members, as may be ordered by the board at the time of their appointment, and shall cease to exist when discharged by the board from the consideration thereof. Their conduct of business shall be in accordance with the provisions of Section 8 of this Article.

Section 10. In addition to the assignments to the standing committees, three trustees are elected to the State Universities Civil Service Merit Board. There is also a trustee appointed to meet with and make an annual report to the University of Illinois Alumni Association Board of Directors. Further, the Chair of the Board serves as delegate to the Board of Directors of the University of Illinois Foundation and is a member of that board.

Article V. Terms of Officers and Appointees of the Board

Section 1. The officers of the board shall consist of a chair, who shall be elected for a term of one year with the expectation that the chair shall serve two consecutive terms of one year each, secretary,[1] comptroller, and university counsel, who shall be elected for a term of one year, and a treasurer who shall be elected for a term of two years.

They shall be elected at the annual meeting of the board and shall hold office until their successors are elected and qualified. Prior to the election of the secretary, comptroller, and university counsel, the board shall have the advice of the President of the University. All vacancies for any cause shall be filled by vote of the Board of Trustees, provided that for the period between the occurrence of any vacancy or absence and the next regular meeting of the Board of Trustees, the member of the Executive Committee with the greatest seniority on the board shall be and become chair. In the case of an absence of the Chair from a meeting for reasons other than a vacancy, the member of the Executive Committee with the greatest seniority on the Board shall act as Chair until the Chair's return. If both the Chair of the Board and this member are absent the third member of the Executive Committee shall be and become chair if the vacancy or absence exists in that office. Otherwise such person as may be designated by the chair shall serve as secretary, comptroller, university counsel, or treasurer, as the case may be.

Article VI. Duties of Officers and Appointees of the Board

Section 1. Chair. The trustee elected to serve as "president" of the board shall be known and referred to as the Chair of the Board of Trustees. It shall be the duty of the chair to preside at all its meetings, to sign warrants for all accounts when properly audited and allowed, and to submit such recommendations and information as the chair may consider proper concerning the business and interest of the University. The Chair of the Board participates with the President of the University in planning meetings of the board. All requests from board members for special reports or other information shall be transmitted to the chair via the board secretary. The Chair of the Board shall be considered the spokesperson for the board.

Section 2. Secretary. The Secretary of the Board shall keep the records and minutes of the proceedings of the board and the books and papers pertaining to the office. They shall be open for inspection by any member of the board or officer of the University. The secretary shall be ex officio Clerk of the Executive Committee of the board and keep its record, shall countersign all warrants on the treasurer, and shall insert in each warrant the particular appropriation or fund as authorized by the board or the executive committee thereof. The secretary shall notify the President of the University of all votes, orders, or resolutions of the board relating to the management and control of the University, whenever these occur in the president's absence.

Section 3. The Secretary of the Board shall keep minutes of the proceedings of the board, which shall contain summary statements of all matters presented by the Chair of the Board, the President of the University, the Secretary of the Board, the Comptroller of the Board, or other officer, or communications of any character to the board on which action is taken, with identification referenced by title or number to all papers or other exhibits in connection therewith. Such communications shall not be recorded verbatim unless ordered by a vote of the board provided that all regular financial or business statements, recommendations, or reports, or lists of appointments submitted, shall be entered in complete form therein.

Section 4. Treasurer. The Treasurer of the Board shall be the general custodian of all the funds and securities belonging to the University, and shall give bond for the faithful performance of the duties and the proper accounting and delivery thereof, whenever required and with such security as may be approved by the board.

Such bond shall be in such amount as the board may require, but not for less than five hundred thousand dollars ($500,000.00).

The treasurer shall not have authority to invest any permanent funds or convert any securities held by that person, except as directed by the board. The treasurer shall not have authority to act or vote upon the making or letting of any University contract or the performance of any work, including, but not limited to, the selection of any bank in which the University's funds or property may be deposited.

The treasurer shall pay out of any funds such sums only as shall be represented by warrants signed by the Chair of the Board and countersigned by the Secretary of the Board.

The treasurer shall serve as an ex officio, voting member of the Budget and Audit Committee.

Section 5. Comptroller. The Comptroller of the Board shall be the general fiscal officer of the Board of Trustees and of the University and shall approve for the board all expenditures for which an appropriation has been made. The comptroller shall assist the Audit, Budget, Finance, and Facilities Committee of the board in matters pertaining to the handling of funds and investments. The comptroller shall report to the board quarterly the financial condition and operations of the University and at such times and on such other matters as it may direct. Unless otherwise ordered by the board in specific cases, contracts to which the University is a party shall be signed by the comptroller.

Section 6. University Counsel. The University Counsel shall be the general legal officer of the Board of Trustees and the University, and shall serve as legal advisor to the Board of Trustees, to the President of the University, and to other officers of the University. The University Counsel shall represent the University and the Board of Trustees in all legal proceedings, unless otherwise provided.

Section 7. Associate or Assistant Secretary and Deputy or Assistant Comptroller. The Chair of the Board, in consultation with the President of the University, may appoint members of the staff as associate or assistant secretary and deputy or assistant comptroller, who shall perform the duties of the secretary and comptroller, respectively, during occasional absences of those officers, and who shall perform such other duties as from time to time may be assigned to them.

Section 8. Duties of all officers and appointees of the board shall include those as may be defined in the Statutes and the General Rules of the University, or as may be otherwise ordered or authorized by the board.

Article VII. President of the University [2]

Section 1. President of the University. The President of the University shall be the official adviser and executive agent of the board, shall be ex officio a member of all committees, without vote, and shall attend all meetings of the Board of Trustees. The President of the University shall make recommendations to the Board of Trustees and its committees, as he/she deems wise, regarding any phase of University policy or administration. The president shall make all nominations for appointments to positions under the Board of Trustees.

All communications from any instructor, officer, or other employee of the University, addressed to the Board of Trustees of the University or to any committee thereof, shall be transmitted through the President of the University or his/her designee.

All rules, regulations, directions, orders or instructions of the Board of Trustees, or of any committee or member thereof, addressed to any instructor, officer, or other employee of the board shall be transmitted through the President of the University. This does not preclude board members from talking with University administrators and staff as may be required to discharge their board committee duties.

The President of the University shall perform such other duties as may be provided by the Statutes of the University.

The President of the University shall be elected to hold the office on indefinite tenure, at the pleasure of the board.

Article VIII. Amendments; Repeal

Section 1. All Bylaws of the Board of Trustees and all resolutions or orders heretofore passed, inconsistent with the provisions of these Bylaws, are hereby repealed.

Section 2. These Bylaws may be amended or repealed at any regular meeting of the board by a majority vote of record of voting members of the board provided that copies of such amendments shall be submitted in writing and furnished each member at least 15 days prior to such meeting.

 

[1] The secretary shall perform the duties of the "Recording Secretary" and "Corresponding Secretary" as provided for by Illinois statute.

[2] 110 ILCS 305/4 (Formerly Illinois Revised Statutes 1991, Chapter 144, paragraph 25) provides: The board of trustees shall elect a regent who shall be charged with the general supervision of the educational facilities and interests of the university. Said regent shall be known as President of the University and his term of office shall be at the pleasure of the board of trustees.