Office of the President, Michael Rao, Ph.D.

Bylaws

1.0. Corporate Name and Governing Body.

1.01. Corporate Name. The University was established by Chapter 93 of the Acts of Assembly of 1968, now codified at Sections 23-50.4, et. seq., Code of Virginia, as a corporation consisting of the Board of Visitors of the Virginia Commonwealth University under the style of “Virginia Commonwealth University.”

1.02. Governing Body. The University shall be governed by the Board of Visitors and shall at all times be under the control of the General Assembly of the Commonwealth of Virginia.

2.0. The Board of Visitors.

2.01. Meetings.

(a) Regular Meetings. Regular meetings of the Board of Visitors shall be held no less frequently than four times each year on such dates and in such places as may be set by the Rector. The regular meeting during the month of August of each year shall be deemed to be the annual meeting.

(b) Special Meetings. Special meetings of the Board may be called by the Rector, or, in his/her absence or disability, by the Vice-Rector, or by any three Visitors at such dates, times and places as may be specified in the call for the meetings.

(c) Notice. At least three days’ notice in writing shall be given of the time and place of all meetings. Notice given by telegram shall be deemed to be notice in writing. A waiver of notice of a meeting in writing signed by any Visitor, whether before or after the time stated therein, shall be equivalent to the receipt of proper notice; and a Visitor who attends a meeting shall be deemed to have had timely and proper notice of the meeting unless he/she attends for the express purpose of objecting because the meeting is not lawfully called or convened.

(d) Quorum. A majority of the members of the Board of Visi­tors serving at any time shall constitute a quorum.

(e) Order of Business. The order of business at meetings, unless modified at the discretion of the Rector, shall be:

1. Call to Order
2. Approval of minutes of previous meetings of the Board of Visitors Report of the President
3. Reports of Committees
4. Consent Agenda
5. Priority Agenda
6. Election of Officers when applicable
7. Adjournment

(f) Conduct of Business. All meetings shall be conducted in accordance with Robert’s Rules of Order, Revised.

2.02. Evaluation of Board Performance. No less frequently than every two years, the Board shall evaluate its performance. The Rector is charged with the responsibility of determining the procedure by which such evaluations are to be conducted, subject to Board approval.

3.0. Committees.

3.01. The Executive Committee.

(a) Number and Election. The Executive Committee shall con­sist of seven (7) members of the Board of Visitors. The Rector (and in his/her absence the Vice-Rector) shall serve as Chair of this Committee with voice and vote. The Vice-Rector and Secretary also shall serve as members. The remaining four (4) members shall be elected from the membership of the Board.

At each annual meeting, the membership of the Executive Committee shall be elected. Subsequent vacancies shall be filled by Board election for the unexpired portion of the then current term.

(b) Quorum. A quorum of the Executive Committee shall con­sist of three (3) Visitors. In the absence of a quorum, the Rector may appoint a member of the Board of Visitors to serve as a substitute member of the Executive Committee for a particular meeting.

(c) Powers and Rights.

1. The Executive Committee shall meet upon the call of the Rector or the President and shall be empowered to transact the business of the University between meetings of the full Board. At the Rector’s discretion, and depending on the topics to be discussed, the appropriate Committee Chair(s) should be invited to the meetings of the Executive Committee. All Board members shall be notified of meetings and provided the agenda and any documents distributed for such meetings. Board members may attend meetings of the Executive Committee or send comments in writing prior to the meeting.
2. The Executive Committee shall review institutional planning. Such planning will include the drafting of the institution’s mission, goals, objectives and priorities. Plans will be developed on a long-range basis and updated each biennium. Biennially, the plan will be reviewed by the Executive Committee and approved by the Board.
3. The Executive Committee shall perform such other duties as may be delegated by the Board of Visitors.

3.02. Standing Committees. The standing committees of the Board shall consist of the Academic and Health Affairs Policy Committee, Audit Committee, External Relations Committee, Finance, Investment and Property Committee and the Student Affairs Committee.

The agenda for each regular Board meeting shall include a report by each standing committee of the Board.

Unless otherwise specifically provided by the Board, actions of standing committees (except the Executive Committee) must be approved by the Board of Visitors.

(a) Academic and Health Affairs Policy Committee. The Academic and Health Affairs Policy Committee shall be responsible for reviewing matters relating to and making recommendations to the Board on all academic and health-educational, research, and public service policies and plans, consistent with the stated goals and objectives of the University and with its academic health center, including its affiliation with the Virginia Commonwealth University Health System Authority.

In addition to special responsibilities that the Board may, from time to time, assign to the Committee, the Committee shall have the following specific responsibilities:

1. Review all proposed new undergraduate, graduate, and professional educational programs, research programs and proposed new degrees, and monitor existing programs.
2. Oversee the relationship and affiliation between the University and the Virginia Commonwealth University Health System Authority and other institutions, organizations, laboratories, and clinics involved in the University’s academic health center, including reviewing program coordination between the Virginia Commonwealth University Health System Authority and academic and research programs; the annual operating budget and financial statements for the Virginia Commonwealth University Health System Authority; and regular reports on the Virginia Commonwealth University Health System Authority’s programs and fiscal management.
3. Review policies governing the compensation, tenure, promotion, recruitment, retention, rights and responsi­bili­ties, and development of the faculty.
4. Review proposals for the organization of the academic structure of the University.
5. Review proposals for the organization of the University’s academic health center, including the affiliation between VCU and the Virginia Commonwealth University Health System Authority.
6. Review policies governing the admission and retention of undergraduate, graduate and professional students to all divisions of the University in conjunction with the Student Affairs Committee.
7. Review policies and programs on equal employment opportunity and affirmative action.
8. Review policies and reports related to departmental, school, hospital and institutional accreditation.
9. Afford an opportunity for direct communication between Board members and members of the faculty.

(b) Audit Committee. The Audit Committee shall ensure the existence of effective accounting and internal control systems for the University and shall oversee the entire audit function, both external and internal.

In addition to the special responsibilities that the Board may, from time to time, assign to the Committee, the Committee shall have the following specific responsibilities:

1. Facilitate communication between auditors and the Board of Visitors.
2. Review the results of internal and external auditors’ examinations.
3. Assist the Board through regular reporting in meeting the Board’s fiduciary responsibilities to the Commonwealth of Virginia.

(c) External Relations Committee. External Relations Committee shall have responsibility for recommending policy relating to governmental relations, fund raising from the private sector, public relations, community relations, and alumni activities. The Administration will submit to the Committee, annually, plans for review and approval in the above areas of endeavor. In addition, the External Relations Committee shall recommend to the Board the naming of any physical facility or part thereof or any programmatic element of the University as outlined in the Board-approved “Policy Guidelines on Recognition of Donors and Friends.”

(d) Finance, Investment and Property Committee. The Finance, Investment and Property Committee shall oversee policies involved in University financial, investment, and debt management and facilities planning, construction and renovation, physical plant, and equipment and shall make recommendations on matters relating to these areas to the Board.

In addition to the special responsibilities that the Board may, from time to time, assign to the Committee, the Committee shall have the following specific responsibilities:

1. Review recommendations of the Administration concerning new or revised financial policy and make appropriate recommendations to the Board of Visitors.
2. Review financial assumptions upon which budgets are based.
3. Review the six-year financial plan and operating budget.
4. Review the six-year capital outlay plan and capital outlay budget.
5. Review tuition and fee charges.
6. Review periodically and compare financial operating results with appropriate budgets.
7. Review annual financial statements and supporting schedules and report to the Board the results of that review.
8. Serve as an investment committee and oversee University investment policies and activities including direct management of the University’s cash investment pool and monitoring of the policies and activities of the University-related private foundations.
9. Review architect selection policies.
10. Review master site plans.
11. Recommend plans for new construction and major renovation projects in accordance with its established and Board-approved procedures.
12. Consider such other matters relating to the maintenance and security of the University’s buildings and grounds and the care and preservation of the University’s furnishings and equipment as may warrant its consideration.
13. Review capital outlay programs.
14. Review debt issuance and debt management.

(e) Student Affairs Committee. The Student Affairs Committee shall be responsible for making recommendations to the Board on policies and plans regarding student affairs, and the environment for student learning and student life consistent with the University’s stated goals and objectives. In addition to special responsibilities that the Board may, from time to time, assign to the Committee, the Committee shall have the following specific responsibilities:

1. In conjunction with the Academic and Health Affairs Policy Committee, review policies governing the admission and retention of undergraduate, graduate and professional students to all divisions of the University.
2. Review and oversee matters relating to the intercollegiate athletic program.
3. Review policies relating to student rights, responsibilities, conduct, and discipline, including matters relating to the VCU Honor System.
4. Review and oversee matters relating to student government, and appropriate student participation in University governance.
5. Review and oversee matters relating to student organizations and extracurricular activities.
6. Review and oversee student policies relating to media.
7. Review and oversee matters relating to financial aid, housing services, counseling, student health, and other student services.
8. Review policies relating to student records.
9. Afford an opportunity for direct communication between Board members and students.

(f) Quorum. A quorum of any of the standing committees of the Board shall consist of three (3) members of the committee, either regular or ex officio.

3.03. Special Committees. Special committees may be constituted at any time either by action of the Board of Visitors or by written direction of the Rector. Special committees shall consist of no fewer than three members appointed by the Rector, who shall appoint the chair and fill vacancies. The Rector also shall have the power to change the membership of special committees at any time. Special committees will have a life of no more than two years unless renewed for a speci­fied period by action of either the Board or the Rector. At the time a special committee is created, its mission shall be specifically established and articulated either by action of the Board or by written direction of the Rector. The resolution of the Board or the direction of the Rector shall specify the time the special committee is to make its report to the Board. The Rector shall designate the number of members of each special committee that shall constitute a quorum of that committee.

3.04. Nominating Committee. At the regular meeting next preceding the last regular meeting of the fiscal year, the Rector shall appoint a Nominating Committee which shall have as its sole purpose the nomination of a candidate for Rector of the Board for the succeeding year. The Nominating Committee shall report at the last regular meeting of the fiscal year at which time the election of the Rector shall be held. Upon election of the Rector-elect, the Rector, in consultation with the Rector-elect, shall appoint a second Nominating Committee which shall have as its purpose the nomination of candidates for Vice-Rector, Secretary and the Executive Committee. The Rector-elect shall serve as a member of the second Nominating Committee with voice and vote. Before the meeting of the second Nominating Com­mittee, the Rector-elect shall identify those individuals the Rector-elect intends to name as chairs of the standing committees of the Board. The second Nominating Committee shall report to the Board at its annual meeting, at which time the election of such officers and members of the Executive Committee shall be held.

4.0. Officers.

4.01. Officers Elected from the Board. The officers of the University to be elected from the members of the Board of Visitors shall be a Rector, a Vice-Rector and a Secretary.

4.02. Rector.

(a) Election. The Board of Visitors, at the last regular meeting of the Board of each fiscal year, shall elect a Rector who shall take office effective July 1 and shall serve for a term of one year, or until his or her successor has been elected and qualified. The Rector may be reelected for one addi­tional term but may serve no more than two full terms.

(b) Powers and Duties. The Rector shall be the presiding officer of the Board at all of its meetings and, as such, shall have the power, subject to the requirements of the Bylaws, to modify the order of business. The Rector shall appoint all standing committees (except the Executive Committee) and may appoint special committees as provided for in Section 3.03. The Rector shall act as spokesperson or representative of the Board and shall perform such additional duties as may be directed by statute or by the Board. The Rector shall be a member ex officio, with vote, of all committees of the Board and shall be counted as a member in determining the presence of a quorum. The Rector shall work closely with the President of the University in developing the agenda of Board meetings and submitting reports and other communications to the Board. The Rector shall facilitate commu­nication between the Board and the Administration. Unless he or she is unable or unwilling to do so, it is expected that the Rector will be one of the members of the Board of Visitors appointed by the Rector to serve, concurrently, on the Board of Directors of the Virginia Commonwealth University Health System Authority.

4.03. Vice-Rector.

(a) Election. The Board of Visitors, at its annual meeting, shall elect a Vice-Rector who shall serve for a term of one year or until his or her successor has been duly elected and qualified. The Vice-Rector may be reelected for two additional terms but may serve no more than three full terms.

(b) Powers and Duties. In the absence of the Rector at any meeting or in the event of the Rector's disability or of a vacancy in the office, all the powers and duties of the Office of Rector shall be assumed by the Vice-Rector, which powers and duties will revert to the Rector upon his or her return or upon the removal of his or her disability. The Vice-Rector shall be a member ex-officio, with vote, of all committees of the Board and, unless the only other member present is the Rector, shall be counted as a member in determining the presence of a quorum. The Vice-Rector shall perform such other duties as may be directed by the Board.

4.04. Secretary.

(a) Election. The Board of Visitors, at its annual meeting, shall elect a Secretary who shall serve for a term of one year or until his or her successor has been duly elected and qualified. The Secretary may be reelected for two additional terms but may serve no more than three full terms.

(b) Powers and Duties. The Secretary shall be responsible for oversight of the preparation of minutes of all meetings of the Board of Visitors and giving of proper notice for all meetings. The Secre­tary also shall be responsible for the safe custody of the seal of the University which he or she shall cause to be affixed to any instrument when authorized by the Board, the Rector, the Vice-Rector or the President. The Secretary shall be responsible for the preparation of all documents or papers pertaining to the actions of the Board.

4.05. Administrative Officers. The administrative officers of the University shall include the President and one or more vice-presidents and such other officers as from time to time, may be determined by the Board.

4.06. The President.

(a) Election. The President of the University shall be elected by the Board of Visitors and shall serve at its pleasure.

(b) Powers and Duties. The President of the University shall be the chief executive and academic officer of the University and serve on the Virginia Commonwealth University Health System Authority and the Virginia Biotechnology Research Park Boards and shall be a member of the faculty of the University and of each of the schools of the University.

The President shall preside at all public meetings and commencements and confer all degrees and certificates unless otherwise directed by the Board.

The President shall attend all meetings of the Board of Visitors and shall receive notice of and may attend any meetings of the committees of the Board, except when there shall be under consideration any matters affecting the President, personally, at which time the President may be excused. The President shall submit recommendations on matters falling within the purview of any committee of the Board as may be deemed appropriate, and may participate in the deliberations and discussions of all committees.

The President shall have responsibility for the operation of the University in conformity with the purposes and policies determined by the Board and shall act as advisor to the Board and shall have responsibility for recommending to it for consideration those policies and programs that will best promote the interests of the University.

The President shall have the power to establish and modify the internal administrative structure of the University and shall recommend to the Board the establishment of administrative offices. The administrative structure shall be designed to ensure proper management of the University, adequate planning and evaluation, and continued improvement of the academic programs and the student environment in fulfillment of the University’s mission.

The President shall recommend to the Board the establishment of faculty positions and the appointment, compensation, promotion, leaves of absence, and termination of faculty members.

The President shall recommend to the Board long-range educational goals and programs and new degrees suited to attain those goals and programs.

The President shall be authorized after consultation with the deans, department heads and other affected administrative officials to suspend any faculty member at any time for proper cause, in accordance with established University policies.

The President shall promote the development of the endowment of the University and shall work, in accordance with the policy of the Board and in cooperation with its committees, to increase the endowment fund and other resources and shall give attention to the collection, preser­vation and increase of the funds of the University.

The President shall submit to the Board each year an annual budget for the operation of the University for the following fiscal year. The timing of this submission shall be coordinated with the State budgetary planning process and shall be based on priorities that have been discussed previously with the Board of Visitors.

The President shall convene the general faculty and shall preside at meetings of the same when present.

The President shall maintain communication among the Board of Visitors, the University, the Virginia Commonwealth University Health System Authority, the Virginia Biotechnology Research Park, appropriate governmental agencies, and the commu­nity at large on matters that affect the institution, its affiliates, and their collective relationship with mutual constituencies.

In collaboration with the Board of Visitors, the University, and the Virginia Commonwealth University Health System Authority Board of Directors and the Virginia Biotechnology Research Park Boards, the President shall see that the development and implementation of planning occurs in order to maintain the implicit and explicit affiliation between the academic and health-care missions in teaching, research, service and patient care.

The President shall serve as the primary spokesperson for the Univer­sity and shall keep the Rector and Board informed regarding matters that affect the interests of the University.

The President shall perform all duties normally incident to the office of the President and such others as required by the Board.

(c) Evaluation of the President. An evaluation of the per­formance of the President of the University shall be made no less frequently than every three years. A special committee of the Board shall be appointed by the Rector to make such an evaluation and report its findings to the President and the Board. At least once every five years, the evaluation of the President shall be conducted in greater depth than any less frequent review, and may involve the services of outside consultants if deemed advisable by the Board.

4.07. Vice-Presidents.

(a) Election. Vice Presidents of the University shall be appointed by the Board upon recommendation of the President and shall serve at the pleasure of the President.

(b) Powers and Duties. Vice-Presidents shall report directly and be responsible to the President. The Vice-Presidents shall be responsible for the coordination, supervision and direction of those activities assigned by the President.

5.0. Faculty.

5.01. Faculty. The general faculty shall consist of the President, directors, deans, professors, associate professors, assistant professors, research professors, associate research professors, assistant research professors, assistant, associate and full professors of clinical subjects, instructors and persons of such other rank or title as the President may recommend and the Board of Visitors may approve.

5.02. Appointment, Promotion and Tenure of Faculty. The Board shall appoint all faculty and shall fix their salaries and shall pre­scribe their duties, obtaining in each instance the recommendation of the President. All faculty promotions and tenure decisions upon recommendation of the President require the approval by the Board of Visitors.

6.0. Staff.

6.01. Staff Attendance. In addition to the President, the Vice-Presidents, the Assistant to the Board of Visitors, and the General Counsel will attend Board and Executive Committee meetings. Other members of the staff will attend when specifically invited by the Rector or the President.

7.0. Seal.

7.01. Description. The corporate seal of the University shall have inscribed thereon, within, and around the circumference the following: “Virginia Commonwealth University 1838.” In the center shall be the mark that is shown in the facsimile seal appended to the margin by the Bylaws Section 7.01.

8.0. Amendments and Procedural Matters.

8.01. Procedure. The Bylaws may be amended at any regular or special meeting of the Board by two-thirds vote of the Visitors duly elected and installed provided that the proposed amendment was included in the notice of the meeting.

8.02. Suspension. Any of the provisions of these Bylaws may be suspended at any regular or special meeting of the Board by a two-thirds vote of the Visitors duly elected and installed.

8.03. Legislative Amendment. In the event any portion of the legislation pertaining to Virginia Commonwealth University that serves to affect these Bylaws, is subsequently altered by Acts of the General Assembly of the Commonwealth of Virginia, those portions of the Bylaws that are not affected by such legislation shall remain in full force and effect until and unless otherwise altered or repealed.

8.04. Ratification of Ultra Vires Act. No action taken in violation of these Bylaws shall be effective unless and until ratified and confirmed in accordance with these Bylaws.

8.05. Effective Date. The foregoing Bylaws shall go into effect September 17, 1992; revised November 17, 1994; revised May 19, 1995; revised May 16, 1997; revised September 17, 1998, effective January 1, 1999; revised February 11, 1999, revised November 14, 2002, revised August 24, 2006, revised August 9, 2007