Board of Trustees Presidential Succession

Preamble

The Board of Trustees of Northern Illinois University is responsible for the appointment and oversight of the President of Northern Illinois University and has the responsibility of assuring that the President is able to discharge the powers and duties of the Office of the President. From time to time, a President may find it necessary to be absent from the position and unable to discharge the powers, duties, and/or responsibilities (hereinafter “Authority”) of the Office. This Presidential Succession Policy (hereinafter “Succession Policy”) is created, and adopted by the Board of Trustees, to ensure the continued operation of the University during times when the President is unable to exercise the authority of the Office and to define the circumstances under which this may occur.

Temporary Succession Designation by the President

The President has the authority to temporarily designate the Executive Vice President and Provost to carry out the duties and responsibilities of the Office of President during a temporary absence of no more than thirty (30) days. This designation shall be subject to change by a majority vote of the Board of Trustees. The President shall notify each member of the Board, in writing, of any designation under this Succession Policy that will exceed fourteen (14) days.

Succession Designation by the Board of Trustees

In the event that the President is unable to discharge the duties and responsibilities of the Office of President or to designate the Executive Vice President and Provost for temporary succession, or an anticipated absence of the President will last for more than thirty (30) calendar days, the Executive Vice President and Provost shall assume the role of Acting ¹ President. Circumstances under which this may occur include, but are not limited to:

• Incapacitation ² , as determined by the President or by a 3/4 vote of the Board of Trustees;
• Incapacitation, as certified by an appropriate medical provider or judicially declared by a court of competent jurisdiction;
• Abandonment of the position ³ , as determined by a 3/4 vote of the Board of Trustees;
• An extended or prolonged absence ⁴ , as determined by a 3/4 vote of the Board of Trustees;
• Resignation of the President;
• Removal from Office for cause, or pursuant to any other relevant provision of the agreement between the Board and the President by 3/4 vote of the Board of Trustees;

The line of succession for the role of Acting President shall be:

• Executive Vice President and Provost
• As specified in a succession order to be presented by the President to the Board by July 1 of each year, and modified thereafter in the discretion of the President.

The Acting President shall have the full authority of the Office of the President and shall assume the critical functions of the NIU Presidency. Nothing in this provision shall diminish or otherwise authorize the Acting President to take any actions which are exclusive to the Board of Trustees or not otherwise authorized to the Office of the President.

Such succession shall occur by operation of law and does not require formal Board approval. The Board may establish protocols for the swearing in of an Acting President. This line of succession and the designation of an Acting President are subject to change at any time by a majority vote of the Board of Trustees. The Board reserves the right to appoint an individual not in the line of succession to Acting President through a majority vote of the Board.

The Acting President shall notify each member of the Board and the Office of General Counsel upon assuming this role under this Succession Policy. The Vice President and General Counsel shall, independent of the Acting President, notify each member of the Board. The Acting President will serve in such capacity until:

• The conditions impeding the President from exercising the responsibilities and duties of the Office of President have ceased. The determination of changes of conditions leading to the appointment of an Acting President shall be determined by a majority vote of the Board;
• An individual of higher order on the succession list becomes available to assume the role of Acting President;
• The Acting President becomes absent, in which case this Succession Policy is again applied; or
• The Board of Trustees appoints an Acting or permanent

Acting Presidents under this Succession Policy shall assume the critical functions of the Office of the President and perform such powers, duties and/or responsibilities in a manner to continue the business and operations of the University with minimal disruption until a permanent President is appointed by the Board of Trustees.

The invocation of this Succession Policy, or any action taken by the Board of Trustees, in relation to a permanent succession of the President automatically terminates the former President’s employment with the University and all associated powers, duties and/or responsibilities. If a President is permanently replaced under this Succession Policy, and the conditions that led to the permanent replacement of the president cease to exist, the former President has no right to reassume the position or Authority of President of Northern Illinois University.

¹ The use of the title “acting” in this policy does not exclude an individual with such title from consideration as a candidate for the full time position nor does it speak to the functions the individual will serve.

² Incapacity shall mean the President is unable to receive and evaluate, make or communicate, or understand the nature and effects of decisions to such an extent that the President lacks the ability to meet the essential elements of the agreement between the Board of Trustees and the President. A Board determination of incapacity is final and nonappealable. Nothing in this provision shall change any relevant provisions of the presidential employment agreement in effect as of July 1, 2013.

³ Abandonment of the position shall mean the willful, continued, and unjustified abandonment of the duties and obligations of the Office of the President. A Board determination of abandonment of the position is final and nonappealable.

⁴ In determination of an extended or prolonged absence, the Board shall consider: the reason for and nature of the absence, the length of the absence, the effect the absence has on the President’s ability to perform the duties and obligations of the Office of the President, the impact of such inability of the President to perform the duties and obligations of the Office of the President on the University, and the best interests of the University.