Bylaws - NIU - Board of Trustees

Bylaws of the Board of Trustees of Northern Illinois University

Article I. - Introduction

Article II. - Board Operating Procedures

Article III. - Meetings

Article IV. - Open Meetings Policy

Article V. - Officers and Other Leadership Positions of the Board of Trustees

Article VI. - Board Committees

Article VII. - President of the University

Article VIII. - Disclosure of Interest

Article IX. - Indemnification

Article X. - Adoption, Review and Amendment of Bylaws


ARTICLE I.  INTRODUCTION


Section 1.  General Statement

In accordance with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.) and related legislation, the State of Illinois charges the Board of Trustees of Northern Illinois University with responsibility to operate, manage, control and maintain Northern Illinois University (hereafter also referred to as the "University") and assigns to it broad authority for discharging this responsibility.  The Board of Trustees and Northern Illinois University shall operate in accordance with the laws of the State of Illinois and the United States, these Bylaws and the duly approved policies established by the Board of Trustees.  If inconsistencies arise, the most current applicable laws shall control the actions of the Board of Trustees and the university.

Section 2.  General Concepts of the Bylaws

In order to discharge its statutory responsibilities to the People of Illinois, to establish a governance structure for the conduct of Board business, the Board of Trustees herewith establishes Bylaws intended to encourage efficiencies and facilitate its business. As a result of its statutory charge, the Board is the final institutional authority and, therefore, Board Bylaws, legislation, policies and Regulations have precedence over the Constitution, legislation and policies of the University.  However, the Board's focus is one of oversight and policy determination. The Board delegates the conduct of administration and management to the President.  It entrusts the conduct of teaching and research through the President to the University faculty.  It encourages significant student participation in decision-making processes within the limits of attainable effectiveness.

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ARTICLE II. BOARD OPERATING PROCEDURES


Section 1.  General

The Board of Trustees is a public body with statewide jurisdiction that  shall conduct its business and execute its responsibilities in conformity with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.), as it may be amended from time to time.

Section 2.  Quorum Matters

Unless otherwise provided by applicable law, the physical presence of five (5) Members of the Board shall constitute a quorum to formally transact substantive or decisional business at open meetings of the Board of Trustees.  For purposes of establishing quorum for committee meetings of the Board, a majority of the members of the committee shall constitute a quorum.  As applicable with respect to full Board and committee meetings, physical presence of a quorum may be established by counting those voting Members physically present at the primary Illinois location of an open meeting or by counting voting Members physically present at simultaneously held interactive video conferencing held at the primary location of the open meeting and one or more Illinois locations in a publicly owned or leased building space, provided there is public notice and public access at all locations.

The requirement that a quorum be physically present at the location of an open meeting shall not apply, however, to committees that do not have authority to make binding recommendations or determinations or to take any other substantive action.

Special Attendance Circumstances:  Once a quorum is established, action on the part of the members present may allow the physically absent members to participate by audio or video.  If a quorum of the Members of the Board or specially empowered committee is physically present as required above, a majority of the Board or committee may allow a Member of that body to attend the open meeting by other means if the Member is prevented from physically attending because of: (i) personal illness or disability; (ii) employment purposes or the business of the public body; (iii) a family or other emergency; or (iv) other reasons if permitted by applicable law.  "Other means" is by video or audio conference.  If a Member wishes to attend a meeting by other means, the Member must notify the meeting's Recording Secretary or Parliamentarian before the meeting unless advance notice is impractical.  A majority of the Board or committee may allow a Member to attend a meeting by other means only in accordance with this provision of the Bylaws.

In a closed meeting, without limitation a quorum may be established by physical presence or audio or video conferencing.

The voting eligibility status of the Student Member shall depend on applicable law; where required, the student Member shall be counted for the purpose of determining a quorum at any meeting of the Board or any of its committees to which the Student Member is assigned.  The Student Member shall not be considered a Member for the purpose of determining quorum when he or she is not entitled to vote on a measure under the law.  The Student Member shall have all of the privileges of membership, including the right to make and second motions, to attend executive sessions, and to vote on all Board matters except those involving faculty tenure, faculty promotion or on any issue on which the Student Member has a direct conflict of interest.

The Board Chair or Committee Chair may temporarily appoint any Board Member physically attending a committee meeting that is not a member of the committee as a temporary member for the purposes of measuring the presence of a quorum.  As provided in Article V., Section 5.A.2. of these Bylaws, at the discretion of the Chair, she or he may serve as a voting member of any Board standing committees and shall in such instances be included as part of a committee's quorum if attending and serving as a voting member.

In the absence of a quorum, a smaller number of Board Members may meet and informally discuss business, however, any proposed actions cannot become final until formally approved or ratified by a majority of the Board present at a meeting in which a quorum exists.

Section 3.  Rules of Order

Insofar as it is consistent with these Bylaws and applicable statutes, the current edition of Robert's Rules of Order shall govern the consideration of all business and debate in meetings of the Board or its committees. A member of the staff of the University shall serve as the parliamentarian at all meetings of the Board.

Section 4.  Appearances Before the Board

A.  Consistent with applicable law, the Board shall provide an opportunity for members of the public to address the Board at each regular or special meeting of the Board or its committees.  The opportunity for public comment shall be on the approved agenda of the meeting. In lieu of oral presentations, individuals may present brief written materials not to exceed five (5) pages to the Recording Secretary for distribution and consideration by the Board in advance of the meeting.

B. Committees of the Board review University proposals for action and make adjustments and endorsements as appropriate for further consideration by the full Board. Public comments are generally most useful at meetings of Board committees where proposals are first considered and the time for interaction most feasible.

C. For those appearances that constitute formal presentations (i.e. any presentations intended to last more than five (5) minutes and utilize communication means beyond verbal presentation, including, but not limited to, PowerPoint, video, or other electronic or audio), those members of the public who wish to address the Board must register on a Board-provided request form which must be completed by the requester and provided to the President or his/her designee at least 24 hours prior to the scheduled start of the Board meeting.  To be recognized, the appearance request must include the name of the individual wishing to speak, a method of contacting the requester (whether by phone, e-mail, or other means), the anticipated length of the presentation, and the communication means (beyond verbal presentation) that the requester will use in the presentation. This information is necessary so that the University has enough time and information to reasonably attempt to accommodate the formal presentation request.  The requester can, but is not required to, provide the following information on the Board-provided request form: address, position, name of any organization or group represented, concise summary of the presentation, whether the requester has appeared earlier on the topic before any other meeting of the Board, and any other pertinent information that the requester would like to provide on the form to inform the Board as to the content or purpose of the public comment.  All requests received by the President or designee shall be forwarded to the Board Liaison and the Board’s Recording Secretary.  While not required, written copies of the presentation are welcomed by the Board.

D. For those appearances that do not represent a formal presentation as described above and are intended to be less than five (5) minutes in length, those members of the public who wish to address the Board must register on a Board-provided request form which must be completed by the requester and provided to the Board’s Recording Secretary before the scheduled start of the meeting.  To be recognized, the appearance request must include the name of the individual wishing to speak.  The requester can, but is not required to, provide the following information on the Board-provided request form: address, contact information (such as phone number, e-mail address, or other), position, name of any organization or group represented, concise summary of the presentation, whether the requester has appeared earlier on the topic before any other meeting of the Board, and any other pertinent information that the requester would like to provide on the form to inform the Board as to the content or purpose of the public comment.

E. The Chair of the meeting will recognize duly registered individuals at the appropriate point during the meeting.  The Chair of the meeting has the discretion to set reasonable time, place and manner constraints on any appearance before the Board in order to maintain decorum at the public meeting, assure that such meetings are efficiently conducted, or when it is otherwise necessary to further a significant University interest. All appearances before the Board must be relevant to the business and operations of the University or matters within the Board’s jurisdiction. Unduly repetitive comments may be restricted by the Chair.  Those appearances that are not relevant or unduly repetitive will be ceased and not allowed to continue, so as to not inappropriately disrupt the business and operations of the Board.

F.  While requesters who properly register to appear before the Board pursuant to these Bylaws will be provided a reasonable opportunity to address the Board, as required by law, they are not guaranteed any specifically allotted amount of time or any particular means of communication with the Board beyond verbal communication.  The time references mentioned in this Section are just for informational and planning purposes only.  When feasible, the Chair will attempt to at least provide five (5) minutes for each requester to address the Board.  However, the scheduling of such appearances in relation to (a) the meeting agenda, (b) the number of requests for appearances, and (c) other relevant University interests is at the discretion of the Chair, who may delay or defer appearances when appropriate, and defer or refer questions received from presenters for answers if available.  The Recording Secretary shall confer with registered speakers to cooperatively assist the Chair of the meeting in assuring coordinated issue presentation and an efficient use of allocated time.  The Recording Secretary shall acquaint requesters with the generally accepted procedures and decorum for presentations before the Board.

G. All participants in Board meetings should cooperate with the Chair of the meeting and show due respect to other meeting participants.  Meeting participants should adhere to Robert’s Rules of Order and all applicable Board protocols.  A copy of these Bylaws and any other Board protocols, if applicable, will be reasonably available from the Board’s Recording Secretary upon request.

Section 5.  Minutes and Proceedings

The Recording Secretary of the Board or designee shall be responsible for the recording and preparation of the Minutes of Board meetings and its committees. Such Minutes shall provide a reasonably detailed record of the meeting but shall not be verbatim, except a verbatim record of closed meetings in the form of an audio or video recording shall be made and maintained until destroyed according to applicable law.  Minutes shall include, but need not be limited to:  (1) the date, time and place of the meeting; (2) the members of the Board recorded as either present or absent and whether the members were physically present or present by means of video or audio conference; and (3) a summary of any discussions on all matters proposed, deliberated, or decided, and a record of any votes taken.

Once approved, the Minutes shall become the official corporate record of Board meetings. Minutes of meetings open to the public shall be available for public inspection within 7 days of the approval of such minutes by the Board or its committees.  Minutes of meetings open to the public shall be posted on the Board's web site within 7 days of the approval of the minutes, and minutes of such meetings shall remain posted on the web site for at least 60 days after their initial posting.

The President is authorized to make appropriate releases of information regarding Board actions or proposed actions prior to the approval of Board Minutes.

Section 6.  Accreditation

The Board acknowledges and authorizes the University's affiliation with the Higher Learning Commission.  The Higher Learning Commission shall serve as the exclusive accrediting entity of the University as a whole.  Nothing in this provision shall affect individual component parts of the University from affiliating with and being accredited by other accrediting entities.

Section 7.  Removal from the Board

Pursuant to Illinois Public Act 097-0582, once a Trustee's appointed term has expired, the Member shall not continue in office longer than 60 calendar days after the expiration of that term of office.

Any Board Member may be recommended for removal by the Governor from the Board by operation of law or a vote of six (6) of the voting Members of the Board for cause. Causes justifying removal shall include, but are not limited to: neglect of duty, malfeasance of office, a felony conviction, or a crime of moral turpitude during the term of appointment. Failure without cause, as determined by a majority of the Executive Committee, to attend three (3) consecutive regular Board meetings shall be grounds for removal. Failure to maintain residency constitutes a resignation from the Board and shall be grounds for removal. Should the Student Member of the Board fail to continue to meet or maintain the residency, minimum grade point average, or enrollment requirements established by the Northern Illinois University Law, his or her membership on the Board shall be deemed to have terminated by operation of law.

A motion to recommend removal of a Member can only be made at a regular or special meeting of the Board and must be preceded by the conveyance of notice to each Board Member, including the Member subject to the removal vote, prior to the meeting. Such notice shall clearly set forth the proposed action.

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ARTICLE III. MEETINGS


Section 1.  Regular Session Meetings

A.  The Board shall convene in regular session at least once each quarter on the campus of Northern Illinois University at DeKalb, Illinois, or on any other University-owned property located in Illinois. Additional regular session meetings may be scheduled by the Board.

B.  Written notice of all regular meetings and of the proposed agenda shall be given by the President to each Member of the Board, preferably at least ten days in advance of the meeting.

C.  The President's report and other meeting materials shall be distributed on a timely basis to Board Members, campus officers, and other interested parties at the President's discretion.

Section 2.  Special Meetings

Special meetings of the Board may be called by the Board Chair, or by the Vice Chair if there is a vacancy in the office of Board Chair, or by any three voting Members of the Board.

Section 3.  Closed Meetings

The Board may hold meetings closed to the public to discuss matters which are excepted from public discussion under the provisions of the Illinois Open Meetings Act, (5 ILCS 120/1.01 et seq.). Closed meetings will be held upon a majority vote of a quorum present, taken by roll call, at a meeting open to the public for which notice has been given, of each member on the question of holding a meeting closed to the public and a citation to the specific exemption.  The roll call shall be publicly disclosed at the time of the vote and shall be recorded and entered into the minutes of the meeting.

Minutes of closed meetings will be kept by the Recording Secretary of the Board or designee and will be available for inspection only after the Board determines, by periodic assessment, that confidentiality of such minutes is no longer required.

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ARTICLE IV. OPEN MEETINGS POLICY


The Board of Trustees encourages appropriate openness in the conduct of University business and governance. Consistent with this principle, the Board and its committees will perform their duties in open session subject only to the limited exceptions authorized by state law. All reasonable efforts will be made to accommodate and provide balanced responses to requests from communication media and citizens who are interested in the actions of the Board.

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ARTICLE V.  OFFICERS AND OTHER LEADERSHIP POSITIONS OF
THE BOARD OF TRUSTEES


Section 1.  Elected Officers and Terms of Office

The officers of the Board shall consist of a Board Chair, Board Vice Chair and Board Secretary. All Members of the Board may be eligible for service as an officer with the exception of an undergraduate Student Member who may not serve as Chair or Vice Chair. The Board Chair, Vice Chair and Secretary shall be elected annually; however, as long as they continue to serve as a Member of the Board, they shall retain their office until a successor is elected. In addition to the officers of the Board, the Board shall also elect a Board delegate to the State Universities Civil Service Merit Board.

The Chair is hereby authorized to fill by appointment vacancies that may arise in any of the elected offices (Board Vice Chair, Secretary or State Universities Civil Service Merit Board). Such appointment shall be for the remainder of the term of the particular office.  When there is a vacancy in the position of Board Chair, the Vice Chair automatically becomes the Chair for the remainder of the term and shall have all of the powers, duties and responsibilities as proscribed by these Bylaws. The positions of Board Chair, Vice Chair and Secretary may be held by the same Board Member for no more than two consecutive terms. 

Section 2.  Appointed Officers, Fiduciary Roles and Terms of Office

The appointed officers of the Board shall consist of Treasurer, Assistant Secretary/Assistant Treasurer, Second Assistant Secretary, and General Counsel/Parliamentarian. The appointed officers shall be University staff members appointed by the Board on the recommendation of the President to serve as ex-officio corporate officers and not as Members of the Board. These officers shall have a fiduciary duty to faithfully discharge their responsibilities to the Board of Trustees. Where the Board determines it is necessary or appropriate, the appointed officers may be directed to serve the Board of Trustees in special roles and may have occasional responsibilities or duties that relate exclusively to the Board of Trustees and be separate from their roles and reporting relationships as employees of the University.

Once appointed, these officers shall hold office until removal, resignation or termination of employment with the University.

Section 3.  Removal from Office

Any elected or appointed officer may be removed from office by operation of law or a vote of six of the voting Members of the Board. A motion to remove an officer can only be made at a regular or special meeting of the Board, and must be preceded by the conveyance of notice to each Board Member and to the officer ten days prior to the meeting.  

Section 4.  Other Board Leadership Positions

In addition to the above officers, other Board leadership positions shall be the elected delegate to the State Universities Civil Service Merit Board, appointed chairs of the Board standing committees, and appointed representatives to various public and private entities as needed.  The Chair is hereby authorized to fill by appointment, after consultation with Members of the Board, the Chairs and committee members of each of the standing committees of the Board, any Ad Hoc Committees of the Board, or the Chair of a Committee of the Whole of the Board.  Such appointment shall be for the remainder of the term of the particular Committee or as proscribed by the Chair.  When there is a vacancy in the position of Committee Chair or a Committee Member is absent or has vacated their committee position, the Board Chair may appoint a replacement who shall automatically assume the position with all of the powers, duties and responsibilities as proscribed by these Bylaws.. 

Section 5.  Election of Officers

The Board shall elect Officers and other elected positions at the meeting preceding July 1 of each year. The Board may, upon an affirmative vote of a super majority of the Board and for established good reason, postpone the election to either the next regularly scheduled meeting after July 1 or a special meeting of the Board called prior to the next regularly scheduled meeting of the Board.

The Board shall conduct its election of officers by secret ballot.  The manner of the elections shall be the prerogative of the Board Chair. The Recording Secretary in conjunction with the General Counsel shall tally the results of each election attempt, advise the Chair and Board of the results and maintain the ballots as required by law or Board rule.

Procedures for the election of officers shall be as follows:

      1.  The Chair shall provide an opportunity for Members to make public expressions of interest, vision or acknowledgements of willingness to serve as elected officers. The General Counsel shall provide ballots for each office consisting of all eligible members for that office.  The method and manner of voting shall be determined by the Chair after consultation with the Board..

      2.  Only the voting Members of the Board shall be entitled to cast votes in officer elections. A Student Member, who is an undergraduate student, shall not be eligible to serve as the Chair or Vice Chair.

      3.  If a majority of votes cast is not achieved by one member for the office in the first balloting, a second balloting shall occur consisting of all eligible members for that office. If a majority of votes cast is not achieved by one member for the office in the second balloting, a third balloting shall occur consisting of all eligible members for that office. At no time during such successive ballots shall the General Counsel indicate the number of votes achieved by any member except if a majority of votes cast is achieved by one member. If no member achieves a majority of the full Board during the third balloting, all but the names of the two members who received the most votes shall be dropped from the succeeding final ballot. A tie in the number of votes achieved may result in more than two members remaining eligible on the final ballot. If at the conclusion of the final round of voting no member achieves a majority vote of the full Board, the Board Chair shall declare the election at an impasse. In the event of an impasse, expressions of interest, vision and willingness to serve are reopened and the next election will be conducted at the next regular business meeting or special meeting;

     4.  The votes of a majority of the Board shall be required to be elected, even if fewer than all eligible Board Members choose to vote;

     5.  Board Members shall be entitled to vote by written absentee ballot for good reason with prior notification to the Board Chair, Vice Chair or General Counsel in writing one week prior to the elections. Absentee ballots must be filed with the General Counsel in writing prior to the meeting at which the elections are to occur.

Section 6. Duties of Officers

A.  Board Chair

The Board Chair shall:

     1.  Preside at all Board meetings, with full power to discuss all matters before the Board and to vote in roll calls, secret ballots, and when necessary to break a tie if no vote has otherwise been cast by the Chair;

     2.  Serve as member and presiding officer of the Board Executive Committee, and at the discretion of the Chair, may serve as a voting member of all Board standing committees and be included as part of a committee's quorum if attending and serving as a voting member;

     3.  After consultation with Members of the board, the Chair is authorized to appoint the chairs, vice chairs and Members of the Board Standing Committees or Ad Hoc Committees.  Such appointment authority shall include the appointment of members to serve for purposes of quorum as a member of any standing or ad hoc committee.  Such quorum appointments shall be for the duration of that specific committee meeting.  In the absence of a committee chair and vice chair, the Board Chair may appoint a Member to serve as the temporary committee chair and/or vice chair;

     4.  Appoint Board representatives to various public and private entities.  The Chair shall determine whether to appoint Members of the Board to serve as liaisons to various entities, including, but not limited to, the NIU Foundation and the NIU Alumni Association.

     5.  Coordinate Board business with the President and foster communications among Board Members;

     6.  Assist new Board Members in becoming familiar with the operations of the Board and the University and identify and develop potential Board leadership;

     7.  Engage in external activities in behalf of the Board and the University, and represent the Board and the University in a ceremonial capacity at public functions.

B.  Board Vice Chair

The Board Vice Chair shall:

     1.  Serve as presiding officer of the Board in the absence of the Board Chair with full power to vote on and discuss all matters before the Board;

     2.  Serve as a member of the Board Executive Committee;

     3.  Assist the Board Chair in facilitating communications among Board Members and in identifying and developing Board leadership;

     4.  Assist the Board Chair in external relations and in representing the Board and the University in a ceremonial capacity at public functions.

C.  Secretary

The Secretary shall:

     1.  Serve as a member of the Board Executive Committee;

     2.  Sign as attesting official, with the Board Chair, any contracts and other legal documents approved by the Board, provided others delegated by the Board may sign such documents in accordance with their respective delegations.

     3.  Determine that the minutes and records of the proceedings of the Board are kept, published and distributed as required by law;

     4.  Maintain a record of the names of all Members of the Board, the dates of their appointments, and the dates of the expiration of their terms of office. The Secretary  shall also maintain a record of Board officers and terms of elective office.

D.  Treasurer

The Treasurer shall:

     1.  Be the chief custodian of all funds held in the name of the Board of Trustees and Northern Illinois University and be responsible for overseeing the issuance and sales of revenue bonds and other financial instruments on behalf of the Board;

     2.  Be responsible for complying with various financial requirements of bond resolutions, oversight of investment and banking relationships, and coordination and development of information for bondholders. Make a financial report to the Board reflecting securities held and all receipts and disbursements on an annual basis, or as required;

     3.  Provide for the orderly reimbursement or payment, consistent with state law, for Board Member travel and expenses, and establish necessary procedures incident thereto;

     4.  Exercise direct or facsimile signature authority, as authorized and appropriate on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair or the Secretary.

E.  Assistant Secretary-Assistant Treasurer

When the Board Chair, Secretary or Treasurer are not practically available to perform one of their ministerial duties, the Assistant Secretary-Assistant Treasurer may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, the Secretary, or the Treasurer, and shall provide such other assistance to the Secretary or Treasurer as either may request and shall carry out such other functions as the Board may assign.

F.  Second Assistant Secretary

When the Board Secretary or Assistant Secretary-Assistant Treasurer are not practically available to perform one of their ministerial duties, the Second Assistant Secretary may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, or the Secretary, and shall provide such other assistance to the Secretary as may be requested and shall carry out such other functions as the Board may assign.

G. General Counsel and Parliamentarian

The General Counsel and Parliamentarian shall be a member of the University staff who serves as chief legal officer and advises the Board Chair, Committee Chairs and the University President on matters of law and parliamentary procedure.

H. Board of Trustees Liaison

The President shall determine, after consultation with the Board Chair, a Liaison for the Board. The Board Liaison shall be responsible for assuring that the Board is informed of matters related to the organization and operation of the Board, including but not limited to, keeping the Board advised of administrative, scheduling, logistical and compliance matters. The Board Liaison is responsible for coordinating Board committee functions, including but not limited to, operational matters and scheduling. At the direction of the President, the Board Liaison shall also be responsible for informing the Board of significant University matters. In addition, the Board Liaison shall be responsible for any other duties or initiatives assigned by the President provided, however, that the Board Liaison and other staff provided shall be sufficient to service the needs of the Board.

Section 7.  Duties of Appointed Leadership Positions

A. Standing Committee Chairs

Standing Committee Chairs shall:

     1.  Preside over committee meetings with full power to discuss all matters before the Committee and to vote in roll calls, and when necessary to break a tie if no vote has otherwise been cast by the Chair;

     2.  Prepare reports of committee meetings to be presented to the Board, such reports to include notation of the committee members present, description of the agenda covered, and a summary of decisions and recommendations of the committee;

     3.  Keep informed of the major issues, actions and needs of the University in the areas of responsibility covered by the committee;

     4.  Work with the President and staff in formulating agendas and preparing for meetings;

     5.  Maintain communications with other members of the committee and work to keep them informed of issues and needs.

B. Standing Committee Vice Chairs

Standing Committee Vice Chairs shall:

     1.  In the absence of the Committee Chair, perform the duties of the Committee Chair.

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ARTICLE VI. BOARD COMMITTEES


Section 1. Executive Committee

A.  Purpose

The Executive Committee shall have as its purpose to act on behalf of the Board; to discuss and offer counsel on University operations as needed; and to provide the full Board its advice and counsel pertaining to Board governance matters, University vision and priorities and presidential goals and performance review.

B.  Membership

The Executive Committee shall be comprised of the Board Chair, the Board Vice Chair, Board Secretary, the Board delegate to the State Universities Civil Service Merit Board, and a Member of the Board elected by the Board. If there is a vacancy in the membership of the Committee (for example, the Board delegate to the State Universities Civil Service Merit Board also serves as the Board Chair, the Board Vice Chair, or the Board Secretary), then the Board Chair shall appoint other members of the Board to fill the vacancy in order to maintain a membership of five on the Committee. The President shall be a nonvoting member of the Committee. The Board Chair shall preside during meetings of the Committee.

C.  Meetings

The Executive Committee shall meet upon the request of the Board Chair, the President, or any three of the members of the Committee. A quorum is established by the physical presence of three (3) members of the Committee and the affirmative vote of three members is necessary to adopt any motion, resolution or ordinance, unless a greater number is otherwise required by law, Board Legislation, or applicable University policy.

D.  Powers and Duties

The Executive Committee shall act only on matters expressly designated for final determination by the Committee, routine matters that require Board action between regular Board meetings, in an existing or impending emergency or when specifically requested to do so by the full Board. At any time, the full Board has the authority take up any matter expressly designated for consideration by the Committee.

The Committee's acts shall not conflict with action taken by the Board. Regardless of any public notice, the Board Chair shall provide the Board written notice of any proposed actions that, if adopted, will constitute a final determination no less than three (3) business days prior to the meeting date with a description of any and all items being considered for final determination. If circumstances dictate that notice cannot be provided within 3 business days, notice shall be provided as soon as practicable.

If, following the Board Chair's notice, two (2) or more members of the Board object to a matter being considered by the Committee for final determination, any action on the matter shall be postponed until it can be added to the agenda of a meeting of the full Board. Members of the Board issuing such objection must do so in written form no later than twenty-four hours prior to the planned start of the meeting, addressed to the Board Chair and the Board Liaison. An objection may be retracted in written form any time prior to the start of the meeting. If objections render the meeting of the Committee no longer necessary, the Board Chair shall notify the Board that the meeting has been cancelled. The Board Chair shall notify the Board of any decision of the Committee within twenty-four hours of its making. Actions of the Committee normally shall also be reported to the full Board at the next meeting of the Board and entered in the minutes of that meeting. The ability of Board members to object to consideration of matters by the Committee shall only apply to matters being considered by the Committee for final determination.

Concerning governance matters, the Committee shall assist the Board in the exercise of its responsibilities under Article X of these Bylaws and its consideration of proposals from Board members, the University, and other stakeholders. The Committee shall also give due consideration to participants in the shared governance process, as appropriate, and inform the full Board of major issues, actions and needs of the University pertaining to such matters. Recommendations of new provisions or amendments to these Bylaws and related Board and University regulations and policies shall be forwarded to the full Board for consideration and/or action.

Concerning University vision and priorities, and presidential goals and performance review, the Committee shall provide the full Board its advice and counsel, and perform planning and information gathering, intended to assist the Board in the exercise of its responsibilities under Article VI, Sections 2 and 3 of these Bylaws and contemplated by Section II, B, 7 of the Regulations of the Board of Trustees. The Committee shall also give due consideration to participants in the shared governance process; monitor University activity related to goals, priorities and benchmarks; and inform the full Board of major issues, actions and needs of the University pertaining to such matters. Recommendations affecting the approval of University vision and priorities, presidential goals and performance reviews shall be forwarded to the full Board for consideration and/or action.

The Committee may at any time schedule or move into closed session to discuss matters allowed under the Illinois Open Meetings Act or other applicable law. All such meetings shall be confidential and closed to the public.

Section 2. Academic Affairs, Student Affairs and Personnel Committee

A.  Purpose

The Academic Affairs, Student Affairs and Personnel Committee shall have as its purpose to review Board level policy concerns and transactions, and provide the full Board its advice and counsel, related to academic programs; student affairs; personnel administration; diversity, equity and inclusion; and enrollment management, marketing, and communications. Such matters shall include, but not be limited to, recommendations for program changes, recruitment and retention, faculty promotion and tenure, sabbaticals and appointments of vice presidents and deans.

B.  Membership

The Academic Affairs, Student Affairs and Personnel Committee shall be comprised of a minimum of six (6) voting Members of the Board, including the student Member, selected by the Board Chair. The Board Chair, the President and the Provost shall serve as ex officio members, the first being able to vote and the second and third without voting powers. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the Committee and shall provide the Committee such additional staff assistance as needed.

C. Meetings

The Academic Affairs, Student Affairs and Personnel Committee shall meet at the request of the President, the Provost, the Board Chair, the staff liaison or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.

The Committee may at any time schedule or move into closed session to discuss matters allowed under the Illinois Open Meetings Act or other applicable law. All such meetings shall be confidential and closed to the public.

Section 3. Research and Innovation, Legal and Legislative Affairs Committee

A.  Purpose

The Research and Innovation, Legal and Legislative Affairs Committee shall have as its purpose to review Board level policy concerns and transactions, and to provide the full Board its advice and counsel, related to research, artistry and innovation; technology transfer and economic engagement; legal affairs; and pending state and federal legislation, administrative agency activity and changing statutory or policy regulations at the state and federal levels that impact University interests.

B.  Membership

The Research and Innovation, Legal and Legislative Committee shall be comprised of a minimum of five (5) voting Members of the Board selected by the Board Chair. The Board Chair, the President and the Vice President for Research and Innovation Partnerships shall serve as ex officio members, the first being able to vote and the second and third without voting powers. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the Committee and shall provide the Committee such additional staff assistance as needed.

C. Meetings

The Research and Innovation, Legal and Legislative Committee shall meet at the request of the President, the Vice President for Research and Innovation Partnerships, the Board Chair, the staff liaison, or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate the timely review of matters under consideration by the Board.

The Committee may at any time schedule or move into closed session to discuss litigation or other matters protected by the attorney-client privilege or other legal protections, or as otherwise allowed under the Illinois Open Meetings Act or other applicable law. All such meetings shall be confidential and closed to the public.

Section 4. Finance, Audit, Compliance, Facilities and Operations Committee

A.  Purpose

The Finance, Audit, Compliance, Facilities and Operations Committee shall have as its purpose to review Board level policy concerns and transactions, and to provide the full Board its advice and counsel, related to financial affairs, physical facilities and operations, compliance, risk management and audit functions of the University. Such matters shall include the University’s information technology and public safety functions.

Concerning compliance, risk management and audit specifically, the Committee shall oversee University programs, mechanisms and entities responsible for adherence to laws, regulations and policies that pertain to University operations and approve compliance related goals, priorities and benchmarks; consider, report or recommend to the Board on matters pertaining to compliance, risk management oversight and internal controls and procedures intended to deter and prevent wrongful conduct; facilitate communication with the Internal Audit Director to assist in the effective discharge of audit functions; and engage, as appropriate, the University Ethics Officer. The Committee shall also serve as a repository for complaints registered directly with the Board Chair under the provisions of the Board of Trustee’s Whistleblower Policy or through other direct communication with Members of the Board. The Committee shall coordinate with other Board committees as appropriate; monitor University activity related to goals, priorities and benchmarks; and inform the full Board of major issues, actions and needs of the University pertaining to such matters.

B.  Membership

The Finance, Audit, Compliance, Facilities and Operations Committee shall be comprised of a minimum of five (5) voting Members of the Board selected by the Board Chair. The Board Chair, the President and the Board Treasurer shall serve as members, the first being able to vote and the second and third without voting powers. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the Committee and shall provide such additional staff assistance as needed.

C.  Meetings

The Finance, Audit, Compliance, Facilities and Operations Committee shall meet at the request of the President, the Board Chair, the staff liaison or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.

The Committee may at any time schedule or move into closed session to discuss matters allowed under the Illinois Open Meetings Act or other applicable law. All such meetings shall be confidential and closed to the public.

Section 5. Ad Hoc Committees

Special purpose or ad hoc committees may be established by the Board either at the discretion of the Board Chair or on motion properly put and approved by the Board. Such committees shall remain in existence only so long as warranted by their assigned purpose or charge. Their operations shall be consistent with state laws on open meetings and applicable Board Bylaws, policies and Regulations.

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ARTICLE VII. PRESIDENT OF THE UNIVERSITY


Section 1.  Duties and Responsibilities of the President

The President is the chief executive officer of the University. The President shall be appointed by the Board and shall be directly responsible to the Board. The Board prescribes the duties of the President, contracts with the President and, for good cause, can remove the President. The President shall have the authority and responsibility, within the framework of policies established by the Board for the organization, management, direction and general supervision of the University and shall be held accountable by the Board for the effective administration and management of the institution.

The President's responsibilities and duties are derived from powers granted by statute to the Board of Trustees under Northern Illinois University Law. The Board authorizes the President to develop institutional policies, implement procedures and engage the university community in activities which fulfill the purpose and mission of the University.

It is the duty and responsibility of the president to exercise sound management of the operational, financial, academic and reputational aspects of the University in accordance with federal and state laws.

 The President has the overall responsibility for the provision of staff services to Members of the Board of Trustees and shall maintain a staff adequate for the performance of the Board's governance responsibilities and the President's duties as chief executive officer. The President shall make all recommendations for appointments to University positions under the Board of Trustees and shall implement such information systems and reporting requirements as are necessary for the Board to perform its responsibilities. 

All communications related to official University business from any faculty member, 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.

It is the duty and responsibility of the President to work in collaboration with University stakeholders and constituents, including, but not limited to, the Board of Trustees, faculty, faculty organization representatives, staff and staff organization representatives.

The President, or his designee, is also responsible for the University's relationships with other state and federal agencies, including but not limited to the United States Department of Education, other institutions of higher education, including but not limited to the Illinois Board of Higher Education, the Office of the Attorney General, the Office of the Auditor General, the State Universities Retirement System, the Department of Labor, the Universities Civil Service Merit Board, the Illinois State Labor Relations Board and the Illinois the Illinois Educational Labor Relations Board.  Furthermore, the President shall serve as the University's primary representative to the United States Congress, the Executive Branch of the Federal Government, the Illinois General Assembly and the Governor of the State of Illinois.

Section 2.  Presidential Selection

The Board of Trustees shall be solely responsible for the actual selection of the President of the University, the final determination of Presidential goals and priorities, and the final assessment of Board and Presidential performance and progress indicators.

The Board shall establish and be responsible for directing the Presidential search.  Such searches shall be executed with due respect for the principles of fairness, equity, inclusiveness and diversity.  In addition, a Presidential search shall be conducted giving due consideration to University faculty and other participants in the shared governance process including, but not limited to, students, professional staff and civil servants.  The Board, with appropriate consultation, may make adjustments to the search process to assure meaningful and broad participation.

Section 3.  Board and Presidential Assessment

The Board and the President shall establish short- and long-term goals for the benefit of the Board and the University, and the Board and President shall periodically review the Board and presidential goals and their respective performance related thereto. These goals shall cover a period of between three and five years, and the Board and the President shall conduct a review of the progress periodically, but not less than every three years.

The review of the President shall include assessment of the President’s compliance with Board and University policies and procedures, as well as compliance with federal and state statutes and regulations.

The Board and the President may, as part of its goals assessment, consult with representatives of the various constituents of the University including, but not limited to, University Council, the NIU Foundation, the NIU Alumni Association, representatives of student and community organizations, and any other persons or entities which the Board deems appropriate.

Section 4.  Mandate of Presidential Housing

The Board shall determine on a case by case basis whether to require the primary place of residency for the President be provided by the University. Such determination shall be reviewed periodically, but not less than every three years. Failure of the Board to review the President’s primary place of residency on a timely basis shall not invalidate or change this policy.

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ARTICLE VIII. DISCLOSURE OF INTEREST


Officers and Members of the Board of Trustees, the President, Members of the Senior Cabinet and attorneys in the Office of General Counsel (“Affected Person”) of Northern Illinois University (University) must conduct both their personal and professional affairs in such a manner as to maintain and enhance the credibility, and reputation of the University.  Affected Persons must discharge their duties in good faith, with the degree of care that an ordinarily prudent person in a like position would exercise under similar circumstances and take all reasonable steps to avoid the appearance of impropriety in the conduct of all affairs of the University. 

A conflict of interest is present whenever a Trustee or an Affected Person has a material personal or professional interest in a proposed contract, decision or transaction to which the University is a party.  This interest can occur either directly or indirectly; the Trustee or Affected Person may be personally involved with the transaction, or may have an employment or investment relationship with an entity with which the University is dealing; or it may arise from a family relationship including but not limited to a spouse, domestic partner, parent, sibling, child, mother-in-law, father-in-law, or grandparent.  In this regard, there is an obligation to disclose interest that might reasonably be interpreted as conflicting with the mission of the Northern Illinois University and fiduciary responsibility of the Trustee or any other Affected Person.  A conflict of interest may also exist when there is a material divergence or inconsistency between the interest of the University and an outside commitment(s) of the Trustee or Affected Person.

A Trustee or Affected Person who has an actual or potential conflict of interest must take the following actions:

  1. Advise anyone of the Chair, Vice Chair, President, General Counsel and/or Ethics Officer of the matter requiring action or decision and the nature of the potential conflict of interest.  In the event the conflict involves the Board Chair, the Vice Chair should be advised.; and
  2. Seek appropriate legal and/or ethical advice and determine whether to voluntarily abstain from that portion of the meeting where there is any discussion, presentation or vote involving the matter.
  3. In the event a Trustee's or Affected Person’s does not voluntarily disclose or recuse themselves, the Executive Committee or any other committee established or authorized by the Board to hear such matters is authorized to determine whether a material conflict exists which requires recusal.  Such decisions shall be final and non-appealable. 

Any Board Member who has reasonable cause to believe that a Trustee or Affected Person has failed to disclose a material interest shall inform the Trustee or Affected Person of the basis for such belief and afford the Trustee or Affected Person an opportunity to explain the alleged failure to disclose.  If, after hearing the response of such individual and making further investigation as may be warranted by the circumstances, the Executive Committee (or other appropriately authorized Committee) of the Board determines that the Trustee or Affected Person has, in fact, failed to disclose a conflict of interest, it shall take appropriate corrective action.  When the Board Member believes that such a discussion would not be productive, the Board member shall advise the Chair and the Chair shall instruct the General Counsel or the Ethics Officer to review and conduct a conflicts review and make a recommendation to the Executive Committee or any other committee established or authorized by the Board.  Pursuant to applicable statutes, including the Open Meetings Act, the Committee shall provide an opportunity to the Board member or Affected Person to provide their rationale for their belief that the circumstances do not require disclosure or recusal.  This Committee’s determination shall be final.

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ARTICLE IX. INDEMNIFICATION


Section 1.

Subject to applicable federal and state law, the availability of funds and the terms and conditions of the Board's Self-Insurance Plan, the Board of Trustees shall indemnify each present or former Trustee, officer, employee, student-employee, and duly authorized volunteer, where such volunteer relationship is reduced to writing (“Covered Person”) of the Board, except independent contractors, against all reasonable expenses which may be incurred or paid in connection with any claim, or actual or threatened action, suit, proceeding or investigation (civil, administrative, or other non-criminal proceedings) and appeals in which the Covered Person may be involved by reason of being or having been a Trustee, officer, employee, student, duly authorized volunteer.

In those matters where a court of competent jurisdiction or state or federal law requires indemnification, the Chair, after consultation with the Vice President and General Counsel, may make the determination of whether to indemnify and the scope of such indemnification. The Chair shall notify the Board of the decision within twenty-four hours of its making.

In those matters where a former or current Board member or former or current President is the subject of threatened or imminent litigation, the Executive Committee, after consultation with the Vice President and General Counsel, shall determine whether the Board member or President is eligible for indemnification and scope of such indemnification. The Chair shall notify the Board of the decision of the Executive Committee within twenty-hour hours of its making.

The Board may, by either the action of the Chair, Vice Chair or three (3) members of the Board, call for a special meeting to determine indemnification for former, or current, Board members, Presidents or employees, of the University. The Board, as provided under the Open Meetings Act, may have substantive discussions in a closed session.

For all other employees of the University, other than the President, the question of whether an employee is eligible for indemnification and the scope of such indemnification shall be determined by the Vice President and General Counsel in consultation with the President. The Vice President and General Counsel shall notify the Board of any such decision within twenty-four hours of its making.

In matters concerning criminal investigations or proceedings, the Board shall not be responsible for the payment of expenses where there is a criminal conviction. In the event a conviction is later successfully appealed, the Board shall be responsible for the payment of expenses up to the point of the resolution of the successful appeal. A conviction or the entry of any plea in a criminal case shall in and of itself be deemed an adjudication that the Covered Person engaged in misconduct in the performance of his or her duties to the Board. In those matters wherein there is a criminal investigation which might result in a criminal charge and conviction, the Vice President and General Counsel is authorized to offer indemnification where there is a good faith belief that a criminal conviction is not likely. Such indemnification shall be subject to reimbursement of expenses in the event there is a conviction. In such cases, the University shall seek reimbursement for any expenses related to the matter.

The Vice President and General Counsel may establish guidelines for the implementation of these provisions which include, but are not limited to, determining the scope of indemnification, the budget for representation, and the criteria for selection of counsel and other experts.

Section 2.

The Executive Committee of the Board shall determine eligibility for and the scope of coverage for indemnification for any current or former members of the Board or President of the University. In the event a member of the Executive Committee of the Board is the subject of a request for indemnification, such member shall recuse him or herself from any discussion or decision related to the indemnification. Upon recusal, the Chair (or Vice Chair, if Chair recuses him or herself) shall appoint another member of the Board to fill the open spot on the Executive Committee. The Vice President and General Counsel shall be responsible for determining whether and to what extent indemnification shall be provided to any employees.

Section 3.

In cases where an action, suit or proceeding advances to final adjudication and there is a finding that the Covered Person acted outside of the scope of their employment, indemnification shall not be provided.

Section 4. 

For those settlement matters that are in the exclusive purview of the Board, the determination whether a settlement is reasonable and in the interest of the Board or whether the Covered Person acted in good faith for a purpose which the Covered Person reasonably believed to be in the best interests of the Board and was not aware that the conduct was unlawful may be made by a majority of the disinterested Trustees acting on the proposal.

Section 5. 

As used in this Article of the Bylaws, the term "expenses" includes without limitation, attorneys' fees, costs, judgments, fines, penalties and other liabilities, subject to the determination in Section 1 of this Article.

Section 6. 

The rights of indemnification provided for are severable, are not exclusive of other rights to which any Trustee or officer may now or hereafter be entitled, and continues in effect notwithstanding the fact that the individual ceases to be a Trustee, officer, or employee at the time the action is instituted, while it is pending or after the judgment is rendered.

Section 7. 

The indemnification referred to above covers the conduct of the Trustee, officer, or employee which occurred both before and after the adoption of this Article of the Bylaws and shall inure to the benefit of their estate.

Section 8. 

If any part of these Bylaws or any payment made pursuant to it is for any reason held invalid, the provisions of this Article of the Bylaws are not otherwise affected but remain in full force and effect and be deemed amended to the extent necessary to comply with law and consistent with the intent of this provision.


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ARTICLE X. ADOPTION, REVIEW AND AMENDMENT OF BYLAWS


Bylaws may be adopted at any regular meeting by majority vote of the total voting membership of the Board. The Bylaws shall be reviewed periodically as determined by the Chair or a majority of the Board. Such review, however, shall take place at a minimum of once every three years, and may be assigned by the Chair to a standing committee, ad hoc committee or a Committee of the Whole.  The initial period of review shall commence no later than September of 2015.

Any provision of the Bylaws may be suspended in an existing or impending emergency, in the event of a natural catastrophe, or if a situation arises which impairs or impedes the public mission of the University. The suspension of the Bylaws requires an affirmative vote of six (6) Members of the full Board.

Bylaws of the Board of Trustees may be amended at any regular meeting of the Board by six (6) affirmative votes of the Members of the full Board, provided that notice of the intention to amend the Bylaws shall have been presented in writing at the regular or special meeting immediately preceding. Such notice shall provide so far as possible the exact wording of the amendment proposed.

Originally approved by the Board of Trustees of Northern Illinois University at its Organizational Meeting on January 3, 1996.  Amendments were approved by the Board of Trustees at its March 1, 2012 regular meeting.  Any subsequent amendments will be approved as needed.

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