BYLAWS OF THE BOARD OF DIRECTORS
Lutheran Directors and Guests
SECTION 1. SELECTION OF LUTHERAN DIRECTORS; INVITED GUESTS.
(As amended 6/7/88, 1/29/00, and 5/6/00)
The Lutheran nominees shall be selected by the Committee on Board Affairs. The Executive Director of the Division for Education and Schools of the Evangelical Lutheran Church in America, the President and President-Elect of the Wittenberg Alumni Association or such substitutes as the Wittenberg Alumni Association might offer us shall be invited to attend meetings as guests of the Board. In the exercise of its discretion, the Board may invite and admit other guests to its meetings. Invited guests shall be privileged to attend, observe, and participate as determined by the Board.
Meetings of the Board of Directors
SECTION 1. NOTICE
Notice of regular meetings shall be mailed to each member of the Board of Directors at least two weeks prior to the date of such meetings.
SECTION 2. PARLIAMENTARY RULES
Robert's Rules of Order, Newly Revised, shall be observed in conducting the business of the Board.
SECTION 3. ORDER OF BUSINESS (as amended 10/8/93 and 5/8/99)
The President, in consultation with the Chair of the Board, will propose an agenda for each meeting to be sent to members of the Board two weeks prior to each scheduled meeting. (Amended October 8, 1993)
Officers of the Board of Directors
SECTION 1. CHAIR (as amended 5/8/99)
The Chair of the Board of Directors shall preside at its meetings and shall discharge the duties which usually pertain to that office. The Chair shall execute contracts and other legal documents authorized or issued by authority of the Board of Directors requiring his or her signature, the Secretary or Treasurer or their respective assistants attesting.
SECTION 2. VICE CHAIR (as amended 5/8/99)
The Vice Chair of the Board of Directors shall, in the absence or disability of the Chair, perform all the duties of that office.
SECTION 3. SECRETARY (As amended 6/7/88)
The Secretary shall give due notice of meetings and shall keep correct Minutes of all proceedings of the Board of Directors and of its Executive Committee, incorporating the reports received at such meetings. The Secretary shall report to the Board of Directors all actions taken by the Executive Committee and all documents signed by the officers in behalf of the University. The Secretary shall keep such other records as may be required by law. The Secretary, with the consent of the Board, may delegate to the Assistant Secretary such duties as the Secretary deems appropriate.
SECTION 4. TREASURER (As amended 6/7/88)
The Treasurer shall be the chief financial and investment officer of the Corporation. The Treasurer shall submit annually, and at such times as the Board may request, itemized reports of the funds under the Treasurer's direction. The Treasurer, with the consent of the Board, may delegate to the Assistant Treasurer such duties as the Treasurer deems appropriate.
Committees of the Board
SECTION 1. STANDING COMMITTEES (As amended 6/7/88)
The standing committees of the Board of Directors of the Corporation shall be:
Committee on Academic Affairs
Committee on Advancement
Committee on Audit
Committee on Board Affairs
Committee on Buildings and Grounds
Committee on Finance
Committee on Honors
Committee on Student Development
SECTION 2. APPOINTMENT OF COMMITTEES
(As amended 6/7/88 and 5/8/99)
A Chair and Vice Chair for each Standing Committee except the Executive Committee shall be appointed by the Chair of the Board in consultation with the President of the University and the Committee on Board Affairs and with the concurrence of the Board. The President of the University shall assign one or more administrative staff member to each Committee, one of whom shall serve as Committee secretary, and each of whom shall be an advisory member with voice but not vote. The Chairs and members of Committees shall serve until their successors are appointed. Faculty representatives on Standing Committees shall be appointed by the Chair of the Board of Directors, in consultation with the President of the University, upon nomination by the Faculty.
Other non-Board members, such as students or representatives of the community, may be appointed to full membership on Board committees by the Chair of the Board upon recommendation of the Committee Chair.
SECTION 3. EX OFFICIO, ADMINISTRATIVE AND FACULTY REPRESENTATIVES (As amended 6/7/88 and 5/8/99)
The Chair of the Board and the President of the University shall be members’ ex-officio, with voice and vote, of all Committees. In addition, the Committee shall have Faculty representatives as follows: Committee on Academic Affairs - one faculty; Committee on Honors - President, Provost, and three Faculty; Committee on Finance - one Faculty; Committee on Buildings and Grounds - one Faculty; Committee on Student Development - one Faculty; and Committee on Advancement - one Faculty.
SECTION 4. MINUTES
Written Minutes of Committees shall be kept and submitted to the Secretary of the Board of Directors. Copies of such Minutes shall be available to any Director upon request.
SECTION 5. COMMITTEE ON ACADEMIC AFFAIRS (as amended 5/8/99)
- The Committee on Academic Affairs shall consider matters relating to the academic programs of Wittenberg University. The Committee is authorized to examine the instructional programs, the conduct thereof, and all other matters pertaining thereto.
- The Committee shall receive and forward to the Board for action the joint recommendation of the President of the University and the Provost as to those members to be promoted in rank or elected to tenure and shall receive and forward to the Board for information a concurrent report of the President and the Provost providing institutional context for their promotion and tenure recommendations. The Committee ordinarily shall not examine the credentials of individual candidates for promotion or permanent tenure, but may make such an examination if particular circumstances warrant.
- The Provost shall be an advisory member with voice but not vote.
SECTION 6. COMMITTEE ON ADVANCEMENT
- The Committee on Advancement shall consider matters relating to the development and advancement of the University and recommend to the Board of Directors policies and programs in such areas as public and community relations and all fund-raising activities for annual support and capital development. The Committee shall approve all fund-raising campaigns in behalf of the University.
- The Committee shall include representatives from the Committee on Management.
SECTION 7. COMMITTEE ON AUDIT (As amended 6/7/88)
The Committee on Audit shall consist of three members of the Board of Directors not members of the Committee on Finance. It shall arrange for and supervise the annual audit of the books and securities of the Corporation by the firm of certified public accountants designated by the Board of Directors. The Committee shall report at the regular meeting of the Board of Directors following the close of the fiscal year.
SECTION 8. COMMITTEE ON BOARD AFFAIRS
(As amended 6/7/88, 5/8/99, and 1/29/00)
- The Committee on Board Affairs shall consider all matters of Board operation and functioning. It shall serve as a Committee on Board Committees, making recommendations to the Chair about Board Committee membership. It shall function as the Committee on the Constitution, making recommendations for amendments as necessary. It shall serve as the Nominating Committee for Board officers and elective committee positions and shall nominate to the Board persons qualified for Board membership. It shall assist the Chair of the Board in the orientation of new Board members and in developing Board member stewardship. It shall carry out the periodic evaluation of the President
- The Secretary of the Board shall be an ex-officio member with voice and vote.
SECTION 9. COMMITTEE ON BUILDINGS AND GROUNDS
(As amended 6/7/88)
The Committee on Buildings and Grounds shall exercise supervision of all plant, buildings, and equipment of the University, inspecting said facilities annually, recommending expenditures to keep them in proper condition and adequately insured. It shall confer with the President in recommending suitable sites for new buildings and shall provide for the preparation of plans and specifications for new buildings. It shall oversee the call for bids and recommend to the Board of Directors the contractor or contractors who should be awarded the contract or contracts.
SECTION 10. COMMITTEE ON FINANCE (As amended 6/7/88)
- The Committee on Finance shall consider matters relating to the management of the institution and recommend to the Board of Directors appropriate policies and programs. The Committee's work shall encompass the budget and institutional investments. It is also responsible for the coordination of these areas in institutional management.
- The Committee shall consider a budget proposed by the President of the University and shall report its recommendations to the Board of Directors at the Annual Meeting. It may present a revised budget at any other meeting of the Board of Directors.
- The Committee or a subcommittee shall make investments of University funds under guidelines approved by the Board of Directors, reporting such transactions at the next meeting of the Board of Directors. The Committee may retain investment counsel.
SECTION 11. COMMITTEE ON HONORS
- The Committee on Honors shall nominate persons for honorary degrees and the Wittenberg Medal of Honor and shall also be responsible for the composition of resolutions giving special recognition to persons deemed worthy of such honor. The Committee shall report to the Board of Directors.
- The Committee shall be composed of four members of the Board of Directors, the Provost, three members of the Faculty, the President of the University, and the president of the senior class.
SECTION 12. COMMITTEE ON STUDENT DEVELOPMENT
- The Committee on Student Development shall consider all matters relating to Wittenberg community life and recommend to the Board appropriate policies to encourage development of the whole person -- intellectually, socially, physically, and spiritually.
- The University Pastor, the Dean of Students, and the Director of Admissions shall be advisory members with voice but not vote.
SECTION 13. EXECUTIVE COMMITTEE (As amended 10/9/90 and 5/8/99)
- The Executive Committee shall consist of the Officers of the Board of Directors (Chair, Vice Chair, Secretary, and Treasurer), the President of the University, and the immediate past Chair of the Board, if a Director. The Chair of the Board of Directors shall be Chair of the Executive Committee.
- The Executive Committee shall:
- Act on behalf of the Board, between meetings of the Board, in circumstances deemed by the President and the Chair to require immediate action;
- Consult with and act as an advisory body to the Chair of the Board and the President of the University;
- Determine the compensation of the President and the Executive Staff; and
- Report its actions to the Board at the next meeting thereof.
SECTION 1. OFFICERS OF ADMINISTRATION
In addition to the President of the University there shall be a Provost and such other chief officers of administration as shall be determined from time to time. Such officers shall be nominated by the President of the University and shall be elected by and serve at the pleasure of the Board to perform such duties as are customary and as are directed by the President of the University or by the Board through the President of the University.
Faculty Tenure Policy
SECTION 1. FACULTY TENURE POLICY (As amended 5/3/97 and 5/8/99)
- Each decision regarding appointment, granting of tenure, and dismissal shall be made by the President of the University and the Provost in consultation with the Faculty Committee and the appropriate departmental Chair or representative as specified in the Bylaws of the Faculty. Recommendations embodying such decisions shall be transmitted by the President of the University to the Board.
- The precise terms and conditions of every appointment to the Faculty shall be stated in writing and be in the possession of both the President of the University and the appointee before the appointment is consummated. With exception of temporary appointments for specifically limited terms, all full-time appointments to the rank of instructor or higher are of two kinds: (1) probationary appointments, and (2) appointments with continuous tenure.
- Probationary appointments may be for one year or for other stated periods, subject to renewal; but the total probationary period shall not exceed seven years. A maximum of three years of prior full-time service at the rank of instructor or above at another accredited institution of higher learning shall be included as part of the probationary period.
- The President of the University, the Provost, the Faculty Committee, and the departmental Chair or representative shall review the prospects for permanent tenure of each probationary Faculty member during the third year of service at Wittenberg. The Faculty member shall be entitled at this time to a frank appraisal of the likelihood of his or her being placed on permanent tenure.
- Written notice that a probationary appointment will not be renewed shall be given to a Faculty member in advance of the expiration of that appointment (1) not later than March 1 during the first year of teaching at Wittenberg; (2) not later than December 15 during the second year; and (3) not later than August 15 during any subsequent year.
- Except in the case of early retirements, appointments with tenure shall be continuous until the retirement of the Faculty member at the time and age designated by the University's retirement program in effect at the time of such retirement and may not be terminated by the University except for adequate causes or under extraordinary circumstances resulting from financial exigencies or discontinuance of a program or department for educational reasons. No termination of tenured Faculty shall be made without at least twelve months' notice to the Faculty member, except in case of moral turpitude when no notice shall be required. If a tenure appointment is terminated because of financial exigency, the released Faculty member's post will not be filled by a replacement within a period of two years unless the released Faculty member has been offered reappointment and has declined.
- A Faculty member desiring to terminate an existing appointment or to decline a renewal in the absence of notice of nonrenewal shall give notice not later than April 15.
- If a Faculty member on probationary appointment alleges that a decision not to reappoint him or her was caused by considerations volatile of academic freedom, such allegation shall be given preliminary consideration by the appropriate committee as designated by the Bylaws of the Faculty. If the committee concludes that there is probable cause for the Faculty member's allegation, the matter shall be heard in the manner set forth in (I) below, except that the Faculty member shall be responsible for stating the grounds for such allegations, and the burden of proof shall rest upon the Faculty member.
- Termination for cause of tenure appointment or nonrenewal of a probational appointment without adequate advance notice shall be subject to the following procedures:
- he Faculty member may request that his or her case be heard by a Faculty committee as designated in the Bylaws of the Faculty.
- The Faculty member is entitled to receive from the President of the University a written statement with reasonable particularity of the grounds for dismissal.
- The Faculty member is entitled to counsel of his or her own choice, to confront and interrogate all witnesses adverse to him or her, and to call any other witnesses.
- The Hearing Committee shall tape record all hearings and shall furnish copies of the tapes to all parties upon request.
- When the Hearing Committee has reached a decision, it shall forward its recommendations to the President of the University, who shall transmit the full report and his or her recommendations to the appropriate Board for action.
- Public statements regarding the hearings, except for such announcements as may be required for meetings, shall be withheld until the proceedings have been completed. Announcement of the final decision of the appropriate Board shall include a statement of the Hearing Committee's recommendations.
- Until the final decision has been reached, the Faculty member will be suspended only if immediate harm to the Faculty member or others is threatened by his or her continuance. Such suspension shall be with pay. If the Faculty member's appointment is terminated for any reason other than moral turpitude, the Faculty member shall receive his or her full salary for at least the period of notice to which he or she is entitled under these regulations and shall be continued in his or her duties for that period unless his or her welfare or that of the University requires that he or she be granted a leave of absence.
Amendments and Repeal
SECTION 1. AMENDMENTS
These Bylaws may be amended by a vote of two-thirds of the members present at any meeting of the Board of Directors of the Corporation.
SECTION 2. FORMER BYLAWS REPEALED
All former Bylaws, rules, and regulations in conflict with these Bylaws are hereby repealed.