Lander University

Board of Trustees

BY-LAWS OF THE LANDER UNIVERSITY BOARD OF TRUSTEES

1.1  In accordance with the statutes of the State of South Carolina, the final authority and responsibility for the governance of Lander University is vested in the Lander University Board of Trustees.

 

1.2  The membership of the Board of Trustees is established by statute and consists of two members from each of the congressional districts in South Carolina and three members at large, elected by the General Assembly for terms of four years each; one member appointed by the Governor; and one ex-officio member who shall be the Governor (or his/her designee).

 

1.3  The Board of Trustees shall elect from among its members a Chair, a Vice-chair, and a Secretary, each of whom shall serve for two-year terms. No officer shall serve more than two full terms in succession. The Chair shall preside at all meetings of the Board of Trustees. In the event of the absence of the Chair at a Board meeting, the Vice-chair shall preside. In the event neither is present, a member of the Board of Trustees shall be elected by those Board members in attendance to preside over that meeting.

 

 The election of officers for two years shall take place during the first Board of Trustees’ meeting following July 1 of each odd-numbered year. The Chair shall appoint a nominating committee which shall submit one or more nominees of each vacant office. Nominations may also be made from the floor.

 

 Officers shall serve from the date of their election until a successor has been elected and qualified. In the event of a vacancy, that vacancy shall be filled by election at the next meeting and the person elected shall serve the remainder of the unexpired term.

 

1.4  The Board of Trustees may select a recording secretary who need not be a member of the Board.

 

1.5  An Executive Committee shall be formed consisting of the Chair, the Vice-chair, the Secretary, and four members of the Board who are appointed by the Chair. The Executive Committee shall be empowered to transact business for the Board of Trustees as authorized by the Board in its regular meetings. It shall also be empowered to transact such other business as may be appropriate between meetings of the Board of Trustees, providing that the full Board is informed of such action as soon as reasonably possible. No action of the Executive Committee shall be contrary to policy established by the Board of Trustees or in conflict with any vote of the Board.

 

1.6  The Chair, Vice-chair, Secretary, recording secretary or any of the Executive Committee members may be removed from their offices by a majority vote of the entire membership of the Board of Trustees.

 

1.7  The Board of Trustees shall establish such standing committees from among its own members and/or of the administrative officers and faculty of the University as it deems necessary or advisable for the best discharge of its responsibilities in supervising the operation of the University. The Board Chair shall appoint committee members. No Board member shall serve on more than one standing committee at any one time. Each committee shall elect its own chair. Such committees shall meet as necessary for the discharge of their responsibilities.

 

1.8   Ad hoc committees may be established by the Board of Trustees or the Chair for specific and limited purposes. In order for a committee to be deemed ad hoc, a majority of Board members present and voting must so approve.  Ad hoc committee members and chairs shall be appointed by the Board Chair. Such committees shall meet as necessary for the discharge of their responsibilities.

 

1.9  At least four regular meetings of the Board of Trustees shall be held each year, scheduled as the business of the University may require. These meetings, if possible, shall be scheduled quarterly. All meetings of the Board of Trustees and its committees shall be conducted in full compliance with the South Carolina Freedom of Information Act. Any meeting may be continued by adjournment from day to day, or there may be an adjournment sine die. At regular meetings any business relating to the University may be discussed and transacted.

 

1.10  Besides the regular meetings, the Chair of the Board of Trustees shall have power to assemble the Board at any time in special meetings, and it shall be his/her duty to do so upon the written request of three members of the Board or of the President of the University.

 

1.11  Voting shall be by voice and shall not be recorded by yeas and nays. Any member may request a divided vote by a show of hands, prior to the results of the voice vote being announced. Five members may request a roll call of each member to be recorded provided the roll call is requested prior to the results of the vote being announced.

 

1.12  No member shall vote or participate in discussion on any issue in which that member has a personal, professional, or financial interest. Prior to action having been taken by the Board of Trustees on a specific issue, any member may raise the issue of conflict of interest of any other member and the Chair shall rule. The Chair’s ruling may be appealed to the entire Board of Trustees with the majority of those in attendance deciding.

 

1.13  Procedure in all meetings shall be governed by Robert’s Rules of Order as revised, except when such rules conflict with these Bylaws.

 

1.14  A majority of the total membership of the Board of Trustees shall constitute a quorum.

 

1.15  The President of the University shall be expected to be present at all meetings of the Board of Trustees, unless the Board meets in Executive Session and, by majority vote, he/she is specifically excluded.

 

1.16  A designated faculty member (elected by the faculty as a whole) may sit with the Board in open session and, when recognized by the Chair for such purpose, may speak on matters of which he/she has special knowledge and which may be of concern to the faculty. He/she is not deemed to be a member of the Board and shall have no vote.