Bylaws of the Board of Trustees of the University of Delaware
(Revised 1989, 1992, 1997, 1999)

The composition and method of appointment of the members of the Board shall be as prescribed by the Charter of the University.

The place of a Trustee who shall be absent from three successive stated meetings shall be vacated, unless the Board shall otherwise specially direct, and a vacancy thus created shall be filled as in other cases. The acceptance by the Board of an excuse for nonattendance shall be construed as a special direction that such absence shall not operate toward creating a vacancy.
 

A. Regular Meetings
 
Two (2) stated meetings of the Board shall be held every year at the University, one in the fall and the other in the spring, the specific day to be determined by the Chairman of the Board.


B. Special Meetings
 

Special meetings may be held at the call of the Chairman which he may make at his discretion and shall make on the written request of at least six members of the Board of Trustees.


C. Notice of Meetings
 

The Secretary of the Board shall give notice of all meetings by mailing to members of the Board at their last known address a written notification at least two weeks in advance of stated meetings, and at least five days' written notice or three days' telegraph or telephone notice shall be given of special meetings of the Board. The time and place of all meetings and the purpose of special meetings shall be stated in the notice thereof; the proceedings of special meetings shall be confined to the purposes therein stated and matters germane thereto.


D. Quorum
 

Nine (9) members of the Board shall constitute a quorum to do business; a lesser number may adjourn.

E. Ex Officio Members
 

Ex officio members of the Board as specified in the Charter of the University shall be entitled to vote at all meetings.

F. Order of Business at Meetings of the Board
 

The order of business at each meeting of the Board shall be:
 
1. Silent Prayer
2. Roll Call
3. Excuses for absences
4. Approval of minutes of the last meeting
5. Unfinished business
6. Reports of officers
(a) Treasurer of the Board
(b) President of the University
7. Reports and recommendations of standing committees
8. Reports and recommendations of special committees
9. Appointment of committees
10. Miscellaneous
11. Adjournment
G. New Business
 
No business properly referable to a Standing Committee or committees of this Board shall, prior to such reference, be considered in a meeting of the Board without the consent of a majority of the members present of the committee or committees concerned and an affirmative vote of a majority of the members of the Board present.


H. Conflict of Interest
 

When a trustee has a material or substantial personal interest in a contract or other transaction to which the University is to be a party, either directly or indirectly because of an employment or investment relationship with an entity with which the University is dealing or otherwise, the trustee shall disclose the existence of such interest, and describe the nature thereof (e.g., financial, family relationship, professional or business affiliation, etc.), to the other trustees prior to the time action is taken by the Board with respect to the matter and, further, he should abstain from acting thereon. An interested trustee may be counted in determining the presence of a quorum but his vote may not be counted for purposes of the requisite action.
The interested trustee shall absent himself from the portion of the meeting relating to the transaction in which he has an interest where, in his opinion or in the opinion of the Chairman of the meeting, the presence of the interested trustee would inhibit free and full discussion of the matter under consideration.

In the event that the Chairman of the meeting is an interested trustee, the senior Vice Chairman in the case of the Board or the senior trustee in the case of a Committee shall undertake the powers and duties of the Chairman in connection with the matter under consideration.

The officers of the Board shall be a Chairman, one or more Vice Chairmen, a Secretary, and a Treasurer, and all of them shall be chosen annually by a majority vote of those present at the stated spring meeting. They shall each perform the duties imposed upon them in their respective offices by the Charter, Bylaws and the general law and shall hold their offices until their successors are elected. The Board reserves the power to remove any officer and to fill vacancies occasioned by death, resignation, removal, or any other cause.

A. Chairman
 

The Chairman shall preside at all meetings of the Board when present and shall have the authority to perform the duties imposed by law, charter, bylaws, and resolutions of the Board and shall perform generally the functions of the executive head of the Board of Trustees.


B. Vice Chairman
 

In the event of the absence or disability of the Chairman, the powers and duties shall devolve upon the senior Vice Chairman. In the event the senior Vice Chairman is absent or unable to serve, or elects not to serve, the next senior Vice Chairman shall be eligible to serve, and so on. Seniority shall be determined by the length of service in the office of Vice Chairman. In the case of contemporaneously elected Vice Chairmen, seniority may be determined by length of service as a trustee.


C. Chairman pro tempore
 

In the absence of the Chairman and the Vice Chairmen, the Board shall elect a Chairman pro tempore to preside at that particular meeting.


D. Secretary
 

The Secretary, through the Secretary of the University, shall perform duties imposed by law and usually incident to that office except as otherwise provided by the Board. The Secretary shall, in addition to the sending of notices of meetings herein provided for, see that copies of the minutes of the preceding stated meeting and of any special meeting held since the last stated meeting are sent to each Trustee. As soon as possible after each meeting, the Secretary shall transmit to the proper officer, or to the chairmen of the proper committees, all papers, matters, or business that may have been referred to them respectively. The Secretary shall notify, by letter, all persons elected or appointed to office by the Board and shall notify those upon whom honorary degrees are to be conferred.

The Secretary may delegate to appropriate offices of the University any of the duties of notification and transmittal.


E. Treasurer
 

The Treasurer, through the Treasurer of the University, shall have general supervisory authority over the funds and moneys of the Corporation and the disbursement thereof, except to the extent that the Board of Trustees may otherwise provide. The Treasurer shall render each year to the Committee on Finance a full report and an inventory of the investments of the Corporation. The Treasurer shall also submit to the Board at its stated meeting in December an auditor's report of all accounts up to the first day of the preceding July.

One person may simultaneously occupy the offices of Secretary and Treasurer.

The Board may in its discretion, from time to time, appoint any person to the office of Honorary Counselor to the Board, in recognition of long and distinguished service to the University. The Counselor to the Board shall be privileged to attend all meetings of the Board and speak on any matter coming before the Board and shall have such other functions as the Board may by resolution provide.

The Board may in its discretion, from time to time, appoint any former trustee to the office of Trustee Emeritus of the Board in recognition of distinguished service to the University as a trustee. A Trustee Emeritus shall be privileged to attend all meetings of the Board and speak on any matter coming before the Board and shall have such other functions as the Board may by resolution provide.

An Honorary Counselor to the Board and Trustee Emeritus of the Board, not being members of the Board, shall not be counted for the purpose of determining the presence of a quorum and shall have no vote.

The Standing Committees of the Board shall be: an Executive Committee; a Committee on Academic Affairs; a Committee on Finance; a Committee on Grounds and Buildings; a Committee on Honorary Degrees and Awards; a Committee on Public Affairs and Advancement; and a Committee on Student Life and Athletics. Each of these committees shall consist of not fewer than three members.
 

A. Executive Committee
 

The Executive Committee shall consist of (1) the Chairman of the Board of Trustees, who shall preside; (2) the Vice Chairman of the Board; (3) the Treasurer of the Board; (4) the Secretary of the Board; (5) the Chairmen of other Standing Committees of the Board; and (6) such additional members as may be appointed by the Chairman of the Board from time to time. Five members shall constitute a legal quorum for the transaction of business.

In any interval between the regular meetings of the Board of Trustees, the Executive Committee shall have authority to transact all business and do any act which could come before the Board.

B. Committee on Academic Affairs
 

The Committee on Academic Affairs shall have the responsibility to ensure: the academic program is consistent with the University's mission and overall strategy; the allocation of resources within the budget reflects the University's academic priorities; the faculty personnel policies and procedures complement academic priorities; the University's academic programs are appropriate for its students; and the University assesses the effectiveness of its academic programs.

C. Committee on Finance
 

The Committee on Finance shall have general charge and control of the fiscal affairs of the Corporation. The Committee shall have prepared and shall submit to the Executive Committee a budget for the University, showing under appropriate captions the estimated revenues, expenditures and transfers for the next fiscal year. When the budget has been approved by the Executive Committee and the Board, no person shall have the authority to expend more than the amount thereof; but the Executive Committee may authorize revisions from one item of the budget to other items thereof.

D. Committee on Grounds and Buildings
 

The Committee on Grounds and Buildings shall have responsibility for all matters relating to real estate, construction, and maintenance of property.

E. Committee on Honorary Degrees and Awards
 

The Committee on Honorary Degrees and Awards shall consist of seven members, four of whom shall be members of the Board of Trustees and appointed by the Chairman of the Board, and three shall be members of the University faculty appointed by the President of the University.
Nominations for honorary degrees and awards may be made to the Chairman of the Board of Trustees, the President of the University, or to the Chairman of the Committee on Honorary Degrees and Awards.

Honorary degrees and awards shall be granted by the Board of Trustees upon the recommendation of the Committee on Honorary Degrees and Awards and, in the case of honorary degrees, after consultation with the faculty. Both honorary degrees and awards shall recite, as the sole authority for their issuance, the action of the Board of Trustees granting the degree or award.

F. Committee on Public Affairs and Advancement
 

The Committee on Public Affairs and Advancement is charged with monitoring the political, economic, social and public policy environment in which the University operates, identifying those issues which directly impact the University and recommending to the Executive Committee appropriate courses of action. The Committee is further charged with providing policy direction for a vigorous and appropriate advancement program, the efforts of which shall align clearly with the stated goals and mission of the University, as approved by the Board of Trustees or other appropriate authority. The Committee shall assist in the identification and the solicitation of major gifts to the University.

G. Committee on Student Life and Athletics
 

The Committee on Student Life and Athletics shall have responsibility for all matters relating to services for students (other than educational services) or relating to athletics. It shall also consider all aspects of student life and shall review annually the policies promulgated by faculty and student bodies bearing in mind that student governance is a faculty responsibility but that, under the Charter of the University, the Trustees may, if necessary, promulgate bylaws for the care, control and government of students.

The Special Committees of the Board shall be a Compensation Committee, which shall have responsibility for approving compensation for the administrative officers of the University, and a Nominating Committee, which shall have responsibility to present nominees to fill vacancies of officers of the Board and in the twenty Board positions filled by the Board.
 

Standing Committees shall be appointed each year at the spring meeting of the Board of Trustees by the Chairman of the Board, and members shall hold office for one year or until successors are appointed, except that members of the Executive Committee may be appointed for shorter terms. The Compensation Committee and the Nominating Committee shall be appointed by the Chairman with the approval of the Executive Committee. Other committees of the Board shall be appointed by the Chairman of the Board as occasion may require and for such periods as the Chairman shall determine. The Chairman of the Board shall have the power at any time to fill vacancies on Committees that may occur and to name additional members to committees within limits prescribed by the bylaws. The Chairman of the Board shall also designate the chairman of each of the committees.

The President of the University shall be an ex-officio member of each of the Standing Committees.

VII. COMMITTEE REPORTS

All Standing Committees shall submit their respective reports and their recommendations to the Executive Committee. The Executive Committee shall consider the various recommendations contained in such reports and shall submit such reports and the Committee's recommendations to the Board.

Reports of the Nominating Committee shall be presented orally to the Board of Trustees at stated meetings of that body or at any special meeting called for the purpose of receiving such reports.
 

Visiting Committees may be created from time to time by the Executive Committee to serve under Standing Committees of the Board of Trustees. A Visiting Committee would typically be created for the purpose of supporting a unit of the University. A Visiting Committee would typically be named to carry out other functions more specific or detailed than those which are the responsibility of a Standing Committee of the Board.

The Chairman of the Standing Committee served by a Visiting Committee, or a member of his Standing Committee designated by him, and the President of the University, or his designee, shall each serve ex-officio as a member of any Visiting Committee. The chairman and other members of a Visiting Committee shall be appointed, for the terms specified, by the Chairman of the Board of Trustees, and such appointees need not be members of the Board of Trustees.

The Secretary of the University shall have responsibility for coordination of the affairs of the Visiting Boards and Committees, as in the case of other committees.

---

Last updated 8/6/99.
Copyright, © 1996, 1997, 1998, 1999 University of Delaware. All rights reserved.
Please direct questions to the Office of the Provost.