TABLE OF CONTENTS
- Article I. Trustees
- Article II. Nonvoting Representatives to the Board
- Article III. Meetings
- Article IV. Officers of the Board and Finance
- Article V. Committees
- Article VI. Officers and Other Senior Administrators of the University
- Article VII. University Instruction and Senate
- Article VIII. Indemnification of Trustees and Officers
- Article IX. Standards of Conduct
- Article X. Amendments
SECTION 1. BOARD-ROLE AND COMPOSITION
Under New York Law, the Board of Trustees has the duty and plenary authority to manage and control the conduct of the University’s affairs. In the event of a conflict or inconsistency between these Bylaws or the decisions of the Board and the Bylaws or decisions of entities or affiliates of the University, these Bylaws and the Board’s decisions shall govern and control.
The Board shall consist of no more than 70 voting members. Except as may be otherwise provided in the Charter or these Bylaws, Trustees shall be elected by the Board. Except as otherwise provided to the contrary, as used in these Bylaws, “the Board of Trustees,” “the Board” or “Trustees” shall mean the voting Trustees.
Trustees shall be chosen for a term of four years. The terms of all Trustees elected by the Board shall commence immediately following the conclusion of the meeting at which they are elected. No person shall serve as a Trustee for more than three consecutive full terms except that a person shall continue to serve ex officio during such subsequent time as he or she may be serving as Chair, Vice Chair, or Chair Emeritus of the Board upon election in accordance with Article VI, Section 1, or as Chair of a standing committee in accordance with Article VII, Section 1. After serving the maximum terms permitted by the preceding sentence, an individual shall not be eligible for re-election in accordance with this paragraph for at least one year from the date their previous term as Trustee ended.
The Chancellor and the President of the Syracuse University Alumni Association, Inc. (the “Alumni Association”), by virtue of their election as such shall become ex officio members of the Board and shall have the power to vote.
SECTION 2. ALUMNI TRUSTEES
Six Trustees, in addition to the President of the Alumni Association, shall be elected by the Alumni Association of Syracuse University and the persons so elected shall be alumni of the University of at least five years standing. The Syracuse University Board of Trustees may recommend persons to the Alumni Association for election as Trustees in this capacity. The terms of Alumni Trustees elected by the Alumni Association as described above shall commence upon their election by the Alumni Association and shall expire upon the commencement of the terms of their respective successors at the annual meeting of the Alumni Association with respect to the fourth year after their respective elections. If the Alumni Association should fail to elect Trustees as provided by these by-laws, the Board shall fill any existing vacancy as it would any other vacancy.
SECTION 3. LIFE TRUSTEES
The Board may designate Life Trustees from among those persons who have served the maximum permitted number of terms as a Voting Trustee, and/or from among those who were serving as Emeritus Trustees immediately prior to the adoption of this Article I, Section 4 on May 12, 2012. Life Trustees shall have the right to attend all meetings of the Board and to participate in the proceedings but shall not have the power to vote.
SECTION 4. HONORARY TRUSTEES
The Board may designate persons who may or may not have served as Trustees as Honorary Trustees with the right to attend all meetings of the Board and to participate in the proceedings, but who shall not have the power to vote. The term of an Honorary Trustee shall be four years. There is no limit on the number of terms an Honorary Trustee may serve.
SECTION 5. VACANCIES
Vacancies on the Board created by death, resignation, failure by the Alumni Association to elect, failure to accept the office, or from any other cause, may be filled by vote of a majority of the members of the Board then in office, at any regular or special meeting of the Board at which a quorum is present. Any person selected to fill a vacancy shall serve for the remainder of the term of the Trustee he or she is replacing and shall then be eligible for further service as provided in this Article.
SECTION 6. REMOVAL
Any Voting, Life or Honorary Trustee who fails to discharge the duties of a Trustee or otherwise fails to adhere to the Board of Trustees Policy on Trustee Conduct may be removed by a majority vote of Trustees present at any regular or special meeting of the Board at which a quorum is present.
SECTION 1. STUDENT REPRESENTATIVES
Two undergraduate students, elected annually by the Student Association, shall serve as nonvoting Undergraduate Student Representatives to the Board.
One graduate student, selected annually by the Dean of the Graduate School shall serve as the nonvoting Graduate Student Representative to the Board.
One third-year law student, selected annually by the Dean of the College of Law shall serve as the nonvoting Law Student Representative to the Board.
The term of the Student Representatives shall begin after completion of orientation for new representatives and shall end at the conclusion of the next annual meeting after their term commences.
Student Representatives shall attend meetings of the Board and Executive Committee and shall report to Trustees on behalf of the student body that they represent. The Board or Executive Committee may, in their sole discretion, exclude the Student Representatives from such of their proceedings as they may deem necessary or proper from time to time.
SECTION 2. ACADEMIC DEAN, FACULTY AND STAFF REPRESENTATIVES
An Academic Dean designated by the Chancellor will serve as the nonvoting Academic Dean Representative to the Board for a non-renewable term of two years.
In consultation with the Vice Chancellor, Provost and Chief Academic Officer (hereafter referred to as Chief Academic Officer) and the Chairperson of the University Senate Agenda Committee, the members of the University Senate Academic Affairs Committee will select a tenured faculty member to serve as the Faculty Representative to the Board. This tenured faculty member will serve for a non-renewable term of two years as the nonvoting Faculty Representative to the Board.
A staff member designated by the Chancellor will serve as the nonvoting Staff Representative to the Board and will serve for a non-renewable term of two years.
The term of the Academic Dean, Faculty and Staff Representatives to the Board shall begin after completion of orientation for new representatives and shall end at the conclusion of the second annual meeting after their term commences.
The Academic Dean, Faculty and Staff Representatives to the Board shall attend meetings of the Board and Executive Committee and shall report to Trustees on behalf of the faculty and staff, respectively. The Board or Executive Committee may, in their sole discretion, exclude the Academic Dean, Faculty and Staff Representatives to the Board from such of their proceedings as they may deem necessary or proper from time to time.
SECTION 1. REGULAR MEETINGS
The Board of Trustees shall hold its annual regular meeting in Syracuse, New York, at such time during the last week of the collegiate year as the Chair of the Board shall determine. There shall be another regular meeting of the Board in the month of October or November in each year, on such date and at such place as the Chair of the Board shall designate. A majority of Trustees shall constitute a quorum for the transaction of business.
At each full Board meeting, the Board shall hold an executive session attended by Trustees only, and an additional executive session attended by Trustees only and excluding the Chancellor. The Chair of the Board may request that invited guests attend all or a portion of either executive session. The Chair may also hold an entire meeting as an executive session (with or without the Chancellor present), or waive one or both executive sessions, as the business of the Board so requires.
At each meeting of the Board, and at such other times as the Board shall request, the Chancellor shall make a report of the progress and condition of the work in the various departments of the University, and all matters pertaining to his or her duties as such officer, and shall make recommendations to the Board relating to the welfare of the University or any department thereof, as the Chancellor shall deem proper.
SECTION 2. SPECIAL MEETINGS
A special meeting of the Board may be called by the Chair, with the approval of the Chancellor or three other Trustees, when in the Chair’s judgment the interests of the University shall require it; and it shall be the Chair’s duty to call such meetings when so requested in writing by six Trustees. Any request or call for a special meeting of the Board shall state the nature of the business to be transacted at such meeting and no other business shall be considered except those items stated in the agenda.
SECTION 3. MEETING FORMAT
Consistent with New York State non-profit law, the Boad and its committees may conduct meetings by electronic means, including but not limited to teleconferencing, videoconferencing, or other means of communication that allows all participants to simultaneously hear each other and communicate effectively. Such meetings shall be considered to be held at the location where the Chair is located unless otherwise determined by the Board.
SECTION 4. RETREAT
The Board may, from time to time, hold a retreat. Such a retreat shall not constitute a meeting of the Board and shall not be governed by the meeting provisions of these Bylaws.
SECTION 1. BOARD OFFICERS ENUMERATED
The officers of the Board shall be a Chair, one or more Vice Chairs, a Chair Emeritus, and the University Secretary. The Chair and Vice Chairs shall each be elected from among the members of the Board. No University employee may serve as Chair. A Chair of the Board in good standing and completing their term of office shall be elected Chair Emeritus at the meeting at which their term as Chair expires for so long as they are eligible to serve in such capacity pursuant to Article IV, Section 4 and are willing to do so. The Board shall elect the University Secretary, who need not be a Trustee, for a four-year term. The Board also may elect or designate such assistants to these officers, and such other officers of the Board as it deems fit from time to time, from among its members or otherwise, to perform such duties and to serve for such duration as the Board may specify.
SECTION 2. CHAIR OF THE BOARD
It shall be the duty of the Chair of the Board to preside at all meetings of the Board and to perform all the other duties usually performed by a Chair. The Chair of the Board shall serve as the Chair of the Executive Committee and as the Chair of the Board Organization and Nominating Committee. The Chair’s tenure of office shall be limited to one four-year term.
At the fall meeting during the fourth year of the Chair’s term, the Board will elect a Chair-Elect, who shall serve as Chair-Elect until the next annual meeting, at which the Board will install the Chair-Elect as the next Chair. The Chair-Elect shall be invited to attend all standing committee meetings.
SECTION 3. VICE CHAIRS
It shall be the duty of the Vice Chair having seniority of membership on the Board, to perform all duties of the Chair in the absence or disability of the Chair. A Vice Chair’s tenure of office shall be limited to one four-year term.
In the event of absence or disability of a Vice Chair, the Chair shall have the authority to appoint an acting Vice Chair, who shall serve until a Vice Chair can be elected by the Board.
SECTION 4. CHAIR EMERITUS
The tenure of the Chair Emeritus, the immediate past Chair, shall be limited to one four-year term or until the current Chair becomes eligible to serve as Chair Emeritus, whichever comes first.
The Chair Emeritus shall continue to serve as an ex officio member of the Executive Committee and of the Board Organization and Nominating Committee, with the power to vote, for the duration of his or her tenure of office as Chair Emeritus.
SECTION 5. UNIVERSITY SECRETARY
The University Secretary serves as an ex officio nonvoting participant on the full Board and all Board committees and leads the Office of the Board of Trustees. The Office of the Board of Trustees shall be responsible for coordinating and facilitating the activities of the Board and its various committees to ensure effective and efficient governance of the University. The University Secretary shall report to the Chair of the Board and support the Chancellor. The duties of the University Secretary shall include those set forth in these Bylaws, and those assigned by the Chair, or by the Chancellor with approval from the Chair. It shall be the duty of the University Secretary to give proper notice of all meetings of the Board and Executive Committee; to be present at all meetings and record the minutes thereof; and to communicate by electronic means a copy of the minutes to each Trustee promptly after each meeting. It shall also be the duty of the University Secretary to be custodian of the Charter and Bylaws, minutes, records and other documents of the Board and its committees; to be custodian of the Seal of the University; and to affix the Seal and attest such documents as may be required for the transaction of the University’s business. The Board and University shall ensure the Office of the Board of Trustees is provided with sufficient resources to carry out its duties.
SECTION 6. UNIVERSITY FINANCE
Except as otherwise provided by law, the funds of the University shall be deposited in its name with such bank or banks, trust company or trust companies, as the Board shall designate from time to time. All checks, notes, drafts, other negotiable instruments, orders for the payment of money, or other authorizations for the withdrawal of funds on deposit at any such financial institution (collectively, “Payment Orders”) of the University shall be signed or otherwise authorized by such officers, agents, or employees as the Board may determine from time to time by resolution. No officers, agents or employees of the University, either singly or together, shall have the power to make any Payment Order in the name of the University or to bind the University thereby, except as set forth in this Section. Payment Orders normally shall be signed or otherwise authorized by the Chief Financial Officer (or a designee, such as the Comptroller or Treasurer), or by others who may be authorized by the Board. Their signatures, where required, may be facsimile signatures. All Payment Orders in excess of $50,000 shall be countersigned or otherwise authorized by the Chancellor or a Vice Chancellor or the Chief Financial Officer. The Chief Financial Officer may delegate, in a signed writing, authority to the Comptroller, Treasurer, or any other University official, representative, or Trustee to execute on behalf of the University any agreement or instrument that the Chief Financial Officer has authority to sign, including, without limitation, Payment Orders in excess of $50,000, banking agreements, contracts for goods and services, and license applications, subject to these Bylaws and applicable University policies.
SECTION 7. FISCAL AGENTS
The Board may appoint one or more trust companies or banks, authorized to conduct banking business within the State of New York, to act as fiscal agent(s) of the University, and may prescribe their several authority and duties. All securities and valuable papers, including real estate bonds and mortgages, may be deposited with the fiscal agent(s) subject always to the control of the Board. All coupons and interest due thereon to the University may be collected and received by the fiscal agent(s). If more than one fiscal agent is appointed the Board shall designate the particular funds for which each agent shall be the custodian.
SECTION 8. PROHIBITION ON LOANS
No loan shall be made to any voting or nonvoting Trustee, or any officer or employee of the University, except that the University may guaranty payment of loans that are made to employees by private lending institutions and secured by first mortgages on single-family homes, two-family homes, townhouses, or condominium units in the neighborhoods adjacent to or in close proximity to the University (the “Guaranteed Mortgage Program”). The Chief Financial Officer (or a designee), subject to approval by the Chancellor and the Board, shall set the specific neighborhood boundaries or radius for the Guaranteed Mortgage Program, as those boundaries may be expanded or contracted from time to time, and shall maintain a written description of the same. The University may enter into agreements with those employees participating in the Guaranteed Mortgage Program to reimburse the University for any amounts paid by the University as a result of the guaranty, together with interest and costs.
SECTION 9. EXECUTION OF CONTRACTS
The Chancellor, the Chair of the Board, any Vice Chair, any Vice Chancellor, the Chief Financial Officer, the General Counsel, and the University Secretary (collectively, “Authorized Signatories”) are authorized to execute any agreement or contract binding upon the University (including without limitation any assignment or other instrument necessary in connection with the duly authorized sale, transfer, or exchange of any of the University’s assets, including real estate, whether they be assets administered by the Investment and Endowment Committee or otherwise) in accordance with these Bylaws and applicable University policies. Authorized Signatories may delegate, in a signed writing, all or part of such authority to any other University official, representative or Trustee. Notwithstanding the preceding, the Payment Orders execution shall be governed by Section 6 of this Article, rather than by this Section 9.
SECTION 1. STANDING COMMITTEES
The nine standing committees of the Board shall be: the Executive Committee; the Academic Affairs Committee; the Advancement and External Affairs Committee; the Audit and Risk Committee; the Athletics Committee; the Facilities Committee; the Finance Committee; the Investment and Endowment Committee; and the Student Experience Committee; The Board, by a majority vote of all Trustees then in office unless otherwise authorized by law, may authorize other standing committees from time to time. The standing committees recommend matters for approval to the Executive Committee or Full Board.
The chairs of the standing committees shall be nominated through The Board Organization and Nominating Committee who shall present a slate-of-nominees to the Executive Committee annually for recommendation for approval to the Board. The chairs of the standing committees shall hold office for one four-year term and shall continue to hold office until their respective successors are elected. In the event of absence or disability of a committee chair, the Chair of the Board shall have the authority, after consultation with the Chancellor, to appoint an acting committee chair, who shall serve until a committee chair can be elected by the Board.
A majority of the members of a standing committee shall be a quorum for the transaction of business.
The Board may authorize advisory special committees from time to time. Advisory special committees shall render advice and counsel to the Board and/or the Executive Committee as provided by law and in these Bylaws and, subject to the preceding, in the resolution authorizing them, but shall not have the authority to take action on behalf of the Board. The resolution authorizing an advisory special committee will set forth the composition of the committee and the process for electing or appointing a chair and members of the committee. Insofar as practical, Trustee members and chairs of advisory special committees will be rotated as the Board from time to time may decide.
The Chair of the Board and the Chancellor shall be ex officio voting members of all standing committees, and shall serve, in addition to the number of members indicated for each committee, with the exception of the Audit and Risk Committee, where the Chair of the Board shall be a voting ex officio member and the Chancellor shall be a non-voting ex officio member.
The standing committees of the Board shall have the powers and duties set forth in these Bylaws and such other powers and duties as the Board may delegate to them. For each standing committee, the Board shall adopt a charter setting forth the committee’s purpose, composition, and duties and responsibilities, and the Board may amend the charter from time to time as it deems appropriate.
Each committee except the Executive Committee shall meet at such times and places and upon such notice as it may determine and shall file a copy of the minutes of each meeting with the University Secretary. At each standing committee meeting other than the Executive and Audit and Risk Committees, the committee has discretion to hold an executive session attended by Trustee committee members only, and an additional executive session attended by Trustee committee members only and excluding the Chancellor. The chair of the committee may request that invited guests attend all or a portion of either executive session. The chair may also hold an entire meeting as an executive session (with or without the Chancellor present), if the business of the committee so requires. If the Chair of the Board authorizes, any one or more members of a standing committee may participate in a meeting by any communications means that allows all persons participating in the meeting to hear each other at the same time, as permitted by New York law. Each standing committee, other than the Executive Committee, shall render a report at each meeting of the Board, and at such other times as the Board may direct.
SECTION 2. EXECUTIVE COMMITTEE
There shall be an Executive Committee of the Board consisting of nineteen voting members. The following shall serve ex officio: the Chair of the Board, who serves as the Chair of the Executive Committee, the Chancellor, the Chair Emeritus, the Vice Chair (s), and the chairs of the standing committees. In addition, there shall be at-large members selected to reach the nineteen required members.
The Chair, Vice Chair(s) and the University Secretary shall also act in their capacities as officers of the Executive Committee, and the Chair may designate other officers of the Executive Committee as may be required. In addition to the voting members of the Executive Committee, the Representatives to the Board, as defined in Article II, shall attend meetings of the Executive Committee as nonvoting representatives. The Chair of the Executive Committee may exclude nonvoting representatives from any portion or all of a Committee’s meetings as the Chair deems necessary or proper.
Subject to such limitations and regulations as may be prescribed by law or these Bylaws or by the Board, the Executive Committee shall have and exercise all the powers of the Board in the intervals between the meetings of the Board except that it shall not have the power to grant honorary degrees, elect a chancellor, remove Trustees or officers from office, elect Trustees, fill vacancies on the Board or Executive Committee, or amend, alter or repeal these Bylaws. The powers of the Executive Committee shall include the power to fix the salary of the Chancellor and approve appointments of other officers, other executives, athletic coaches and others as requested by the Chancellor or required by law.
The minutes of the Executive Committee shall be communicated by electronic means to all Trustees and shall serve as written reports of its acts and transactions.
The Executive Committee shall hold regular monthly meetings except for months when the full Board meets and except for those months when the Chair of the Board and the Chancellor shall agree that there is no need for a meeting. The Executive Committee shall hold special meetings on the call of the Chancellor or Chair of the Board, either of whom shall call a special meeting on the request of two members of the Committee. Notwithstanding the preceding, there shall be a minimum of six monthly meetings a year of the Executive Committee.
At each meeting of the Executive Committee, the Chancellor shall make a report and shall, when appropriate, direct other University officers and administrators to make reports. The standing committees of the Board shall report periodically to the Executive Committee on their recommendations.
SECTION 2a. BOARD ORGANIZATION AND NOMINATING SUB COMMITTEE OF THE EXECUTIVE COMMITTEE
There shall be a subcommittee of the Executive Committee, known as the Board Organization and Nominating Committee, consisting of the following ex officio members: the Chair of the Board, the Chair Emeritus, the Vice Chair(s) of the Board, the Chair of the Advancement and External Affairs Committee, and the Chancellor. The Chair of the Board shall serve as the Chair of the Board Organization and Nominating Committee.
The Board Organization and Nominating Committee shall recommend a slate-of-nominees to the Executive Committee for approval annually by the Board. The slate shall include: (1) nominations for new voting members on the Board, (2) nominations for re-election of Trustees at the expiration of terms, (3) nominations for membership on the Executive Committee, (4) nominations for officers of the Board, (5) nominations for chairs of the standing committees, and (6) nominations for Life and Honorary Trustees.
The Board Organization and Nominating Committee shall serve as the Compensation Committee of the Board.
The Board Organization and Nominating Committee shall recommend proposed amendments to these Bylaws, the University Charter and relevant Board policies to the Executive Committee for approval by the Board.
Membership of the standing committees is reviewed by the Board Organization and Nominating Committee and changes throughout the year may be approved by the Executive Committee.
In addition, the Board Organization and Nominating Committee shall provide guidance to the Chair and Executive Committee on recruitment of potential Board members, new Trustee orientation, and Trustee and committee development. The Chief Advancement Officer and the University Secretary shall be ex officio nonvoting participants the Board Organization and Nominating Committee. The University Secretary shall record the minutes of the Board Organization and Nominating Committee and prepare its reports.
At each meeting of the Committee, the Committee shall hold an executive session attended by Trustee Committee members only, and an additional executive session attended by Trustee Committee members only and excluding the Chancellor. The Chair may request that invited guests attend all or a portion of the executive session. The Chair may also hold an entire meeting as an executive session (with or without the Chancellor present), or waive one or both executive sessions, as the business of the Committee so requires.
The Board shall adopt a charter for the Board Organization and Nominating Committee setting forth the committee’s purpose, composition, and duties and responsibilities.
SECTION 3. ACADEMIC AFFAIRS COMMITTEE
The Academic Affairs Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting ex officio members of the Committee. The Chief Academic Officer, the Vice Chancellor for Strategic Initiatives and Innovation, the University Secretary, the Academic Dean Representative, the Faculty Representative, the Graduate Student Representative and the Law Student Representative shall serve as nonvoting ex officio participants of the Committee.
The Academic Affairs Committee shall provide strategic oversight of the University’s academic enterprise, student enrollment, retention, graduation, and financial aid. The committee will seek to ensure that the University’s academic programming, research, and creative activities are consistent with the University’s vision and mission; the academic budget and capital plan reflect academic priorities; faculty personnel policies and procedures are equitable and aligned with academic priorities; academic programs and delivery are appropriate to student demand; and the quality of academic programming services is evaluated through regional and disciplinary accreditation. The Committee shall perform the duties assigned to it by these Bylaws and its charter.
SECTION 4. ADVANCEMENT AND EXTERNAL AFFAIRS COMMITTEE
The Advancement and External Affairs Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting ex officio members of the Committee. The Chief Advancement Officer, the Vice Chancellor for Strategic Initiatives and Innovation, the Chief Communications Officer, Chief Marketing Officer, and the University Secretary shall serve as nonvoting ex officio participants of the Committee.
The Advancement and External Affairs Committee shall provide strategic oversight of the advancement, alumni engagement, communications, marketing, and external relations functions of the University. The Committee shall perform the duties assigned to it by these Bylaws, and its charter.
SECTION 5. ATHLETICS COMMITTEE
The Athletics Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting ex officio members of the Committee. The Director of Athletics, the Faculty Athletics Representative to the ACC and NCAA, and the University Secretary shall serve as nonvoting ex officio participants of the Committee.
The Athletics Committee shall provide strategic oversight of the University’s athletics programs and represents the Board in carrying out its fiduciary responsibility with respect to athletics. The Committee collaborates with the University’s Director of Athletics and designees to develop strategic and facilities plans for the Athletics Department, consistent with operating budget and development program parameters. The Committee monitors all aspects of the student-athlete’s experience while attending Syracuse University, including academic performance. The Committee shall perform the duties assigned to it by these Bylaws, and its charter.
SECTION 6. AUDIT AND RISK COMMITTEE
The Audit and Risk Committee shall consist of a minimum of four Trustees in addition to the Chair of the Board who shall be a voting ex officio member of the Committee. Each voting member of the Audit and Risk Committee shall be independent as defined by New York law. The Chancellor shall serve as a non-voting ex officio member. The Chief Financial Officer, the Chief Risk Officer, the University Secretary, and the General Counsel shall serve as non-voting ex officio participants of the Committee, but may not participate in Committee deliberations concerning matters related to the accounting or financial reporting processes of the University or the audit of the University’s financial statements.
The Audit and Risk Committee shall provide strategic oversight over the internal accounting, financial reporting and enterprise risk management processes of the University and shall oversee the external audit of the University’s annual financial statements. In addition, the Committee shall oversee the University’s internal audit function. The Audit and Risk Committee shall annually retain, or renew the retention of, the independent auditor to conduct the audit of the University’s financial statements, and upon the completion thereof, review the results of the audit and any related management letter with such independent auditor. The Committee shall perform the duties assigned to it by these Bylaws and its charter.
In furtherance of the responsibilities described in this section, the Audit and Risk Committee shall:
- Review with the independent auditor the scope and planning of the external annual financial audit, prior to commencement of the audit;
- Upon completion of the audit, review and discuss with the independent auditor (i) any material risks or weaknesses in internal controls identified by the auditor, (ii) any restrictions on the scope of the auditor’s activities or access to requested information; (iii) any significant disagreements between the auditor and management, and (iv) the adequacy of the University’s accounting and financial reporting process;
- Annually consider the performance and independence of the independent auditor; and
- Report and make recommendations to the Board and the Executive Committee concerning fiscal practices of the University.
The Audit and Risk Committee shall also be responsible for implementing the Board of Trustees policy governing conflicts of interest and overseeing Trustee and officer compliance with the procedures set forth in the conflicts policy and with the University’s Prohibition of Retaliation policy. The Audit and Risk Committee shall exclude any member from its meetings where the Audit and Risk Committee is considering or voting on a potential conflict involving the member.
At each meeting of the Committee, the Committee shall hold an executive session attended by Trustee Committee members and the Chancellor, and an additional executive session attended by Trustee Committee members only. The Chair may request that invited guests attend all or a portion of the executive session. The Chair may also hold an entire meeting as an executive session (with or without the Chancellor present), or waive one or both executive sessions, as the business of the Committee so requires.
SECTION 7. FACILITIES COMMITTEE
The Facilities Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting, ex officio members of the Committee. The Chief Financial Officer, the Chief Academic Officer, the University Secretary, Chief Operations Officer and the Chief Facilities Officer shall serve as nonvoting ex officio participants of the Committee.
The Facilities Committee shall provide strategic oversight in connection with planning for the University facilities. The Committee shall seek to ensure the adequacy and condition of capital assets, develop and update facilities planning policies and ensure alignment of new construction or rehabilitation of existing structures consistent with the approved capital plan and the University’s mission and campus framework. In addition, the Committee shall regularly review progress on capital projects to ensure adherence to approved plans. The Committee shall perform the duties assigned to it by these Bylaws and its charter.
SECTION 8. FINANCE COMMITTEE
The Finance Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting ex officio members of the Committee. The Chief Financial Officer, the Chief Academic Officer, the University Secretary, and the assistant vice president of budget and planning shall serve as non-voting ex officio participants of the Committee.
The Finance Committee shall provide strategic oversight of the University’s financial operations and budget. The Committee shall recommend action on major capital projects, real estate purchases and leases, seek to ensure that viable long-range financial plans are in place or in process, and communicate these and other financial matters to the Board. The Committee shall perform the duties assigned to it by these Bylaws, and its charter.
SECTION 9. INVESTMENT AND ENDOWMENT COMMITTEE
The Investment and Endowment Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board who shall be voting ex officio members of the Committee. The Chief Financial Officer, the University Secretary and the Treasurer shall serve as nonvoting ex officio participants of the Committee.
The Investment and Endowment Committee provides strategic oversight for the University’s total endowment and other non-endowment funds. The Committee shall maintain an investment program for the endowment which seeks, within acceptable risk levels, to provide sufficient financial resources to support a prudent spending policy while preserving its real (inflation-adjusted) value.
The Committee shall perform the duties assigned to it by these Bylaws and its charter.
In all places in these Bylaws where endowment funds or assets are referred to, they shall be deemed to include quasi endowment funds or assets, i.e. assets which may not be restricted as endowments as a matter of law but which the Trustees choose to have administered as endowments, for reasons of convenience or otherwise, from time to time.
SECTION 10. STUDENT EXPERIENCE COMMITTEE
The Student Experience Committee shall consist of a minimum of four Trustees in addition to the Chancellor and the Chair of the Board shall be voting ex officio members of the Committee. The Senior Vice President and Chief Student Experience Officer, the University Secretary, the Chief Academic Officer, the Vice President for Diversity and Inclusion and the Graduate, Law and Undergraduate Student Representatives shall serve as nonvoting ex officio participants of the Committee.
The Student Experience Committee shall provide strategic oversight of the University’s policies relating to the quality of student life, including residence life and student programs and activities; public safety; health and wellness services; counseling and case management; student conduct; experiential learning; and career programs. The Committee shall perform the duties assigned to it by these Bylaws and its charter.
SECTION 11. FISCAL LIMITATIONS UPON COMMITTEES
No Committee specified in this Article, or any sub-committee thereof, other than the Executive Committee and the Investment and Endowment Committee, shall incur any debt or liability of the University except for incidental expenses necessarily incurred in the routine work of the committee, without the authorization or approval of the Board.
SECTION 12. RELATED ENTITIES
The University shall establish a policy governing the creation, oversight, and dissolution of legal subsidiaries, affiliates, advisory boards, academic centers, and other entities related to the University (collectively, “Related Entities”). Incorporation or dissolution of legal subsidiaries—entities owned or controlled in whole or in part by the University—shall require approval of the Board. There may be visiting committees and/or advisory boards, created by the colleges and schools, for each of the colleges and schools of the University, subject to the parameters set forth in the University policy on Related Entities.
The University shall also establish policies governing the oversight of student organizations, alumni groups and other organizations formed for educational, professional, social, recreational or other purposes related to the University. The University shall not permit any such organization to use the University’s name or trademarks, or any services, funding or other resources provided by the University unless it is registered with or otherwise approved by the University.
SECTION 1. CHANCELLOR OF THE UNIVERSITY
There shall be a Chancellor and President of the University, herein elsewhere termed Chancellor, who shall be its chief executive, educational and administrative officer and the ex officio head of the faculty. The Chancellor shall be elected by the Board to serve for such term as the Board shall prescribe and shall be responsible for implementing the policies of the Board.
The Chancellor shall have the general powers and duties of supervision and management of the property and affairs of the University which usually pertain to the office, shall have general charge of all the educational activities of the University, and shall have direction of and general responsibility for general order and welfare of the students. The Chancellor shall perform all duties incidental thereto and all such other duties as the Board may properly direct. The Chancellor shall report to the Board at each meeting, and at such other times as the Board shall request, on the condition, progress and needs of the University and shall recommend action to the Board when appropriate. The Executive Committee shall, at least every five years, or prior to any contract renewal, whichever comes sooner, conduct a comprehensive review of the Chancellor’s performance and shall report the results of the review to the Board.
The Chancellor shall submit a proposed annual budget to the Board at the annual meeting. The Chancellor shall act as the official medium of communication between the faculty and the Board and between the students and the Board. The Chancellor shall be the representative of the Trustees and faculties of the University at the Annual Commencement and on other public occasions and shall confer upon the candidates the academic and honorary degrees which have been voted by the Trustees.
In case of the Chancellor’s death, resignation or disability, the Executive Committee may appoint an Acting Chancellor of the University, who shall perform all the duties of the Chancellor until the next meeting of the Board or until the disability of the Chancellor ceases. In case the Executive Committee shall appoint an Acting Chancellor, the Board at any time thereafter may elect a Chancellor or an Acting or Interim Chancellor.
When it becomes necessary to conduct a search for a Chancellor, the Chair of the Board shall appoint the Chancellor Search Committee comprising Trustees and other representatives of the University community to recommend a candidate or candidates to the Board for consideration for election. The Chair shall consider the University Senate’s recommendations when appointing potential non-Trustee members of the search committee.
SECTION 2. ADDITIONAL OFFICERS AND SENIOR ADMINISTRATORS
The Chancellor shall, subject to approval by the Board, appoint a Chief Academic Officer, Chief Financial Officer, General Counsel, and such other Vice Chancellors, officers and non-officer Senior Vice Presidents and Vice Presidents as he or she deems in his or her judgment may be needed to carry out the work of the University. They shall be responsible to the Chancellor and perform such duties as the Chancellor may direct.
The Chair of the Board and the Chancellor shall, subject to approval by the Board, appoint the University Secretary, who shall serve as an officer of the Board as recited in Article IV, Section 1 and as an officer of the University. As recited in Article IV, Section 5, the duties of the University Secretary shall include those set forth in these Bylaws, and those assigned by the Chair, or by the Chancellor with approval from the Chair.
SECTION 3. GENERAL COUNSEL
The General Counsel shall be responsible for conducting the legal affairs of the University. The General Counsel represents the University as an institution, and as such provides legal advice and guidance to Trustees, the Chancellor, officers, and other University employees acting within the scope of their service or employment in matters concerning the University. The General Counsel reports to the Board and to the Chancellor. The General Counsel oversees all attorneys employed or retained by the University to represent the University or the Board. When necessary and appropriate, the General Counsel will contract for and manage outside legal services for the Board, the University, or individual employees of the University. In its discretion, the Board may retain outside counsel to provide legal advice to the Board.
SECTION 4. TREASURER
There shall be a non-officer Treasurer, appointed by the Chancellor subject to approval by the Board, who shall maintain stewardship of the University’s endowment assets, including the investment thereof, as directed by the Board or the Investment and Endowment Committee. The Treasurer shall have custody of all cash and all other non-endowment assets held for investment purposes and shall be responsible, subject to the directions of the Board, for investing any part of such assets available for investment. The Treasurer shall have such budgetary and fiscal management responsibilities as may be assigned by the Chief Financial Officer. The Board may require the Treasurer to give a bond for the faithful performance of his or her duties in such amount as the Board shall direct, which bond may be paid for by the University. In the performance of these duties the Treasurer shall be responsible to the Chancellor through the Chief Financial Officer.
SECTION 5. COMPTROLLER
There shall be a non-officer Comptroller, appointed by the Chancellor subject to approval by the Board, who shall collect and disburse income and maintain stewardship of the University’s assets other than those administered by the Investment and Endowment Committee and the Treasurer. The Comptroller shall have custody of all such assets, deeds, mortgages, contracts, legal papers, and documents, and shall be responsible, subject to the directions of the Board, for investing any part of such assets available for investment. The Comptroller shall have such budgetary and fiscal management responsibilities as may be assigned by the Chief Financial Officer. The Board may require the Comptroller to give a bond for the faithful performance of his or her duties in such amount as the Board shall direct, which bond may be paid for by the University. In the performance of these duties the Comptroller shall be responsible to the Chancellor through the Chief Financial Officer.
SECTION 6. INTERNAL AUDITOR
There may be a non-officer auditor, appointed by the Chancellor subject to approval by the Board, who shall develop and oversee annual internal audit plans and audits, and assess and implement internal controls to mitigate institutional risks. The auditor shall advise senior administrators and the Audit and Risk Committee of the Board of Trustees. In the performance of his or her duties the auditor shall be responsible to the Chancellor through the Chief Financial Officer, as well as the Audit and Risk Committee. In its discretion, the Board may retain external auditors.
SECTION 7. ADMINISTRATORS, DIRECTORS AND COMMITTEES
The Chancellor may appoint such non-officer administrators and directors as in his or her judgment may be needed to carry out the work of the University. If a non-officer administrator is a Covered Person, as defined in the University’s policies on executive compensation and appointment, such Covered Person’s appointment must be approved by the Board. Their specific responsibilities will be defined by the Chancellor, and they shall be responsible to the Chancellor through the appropriate Vice Chancellor, Senior Vice President or Vice President.
The Chancellor shall also have authority to appoint such committees, boards, or councils from members of the administrative staff and faculty as in his or her judgment may be needed.
SECTION 1. DEANS AND OTHER HEADS OF ACADEMIC UNITS
The appointment of academic deans is made by the Chief Academic Officer and requires the approval of the Chancellor and the Board. The deans shall administer the programs of the school or college to which they are appointed. They shall be responsible to the Chancellor through the Chief Academic Officer, who will define their specific responsibilities. The appointment of heads of departments or divisions within schools and colleges is made by the respective dean and requires the approval of the Chief Academic Officer.
Deans and department and division heads may be removed from the appointed office at any time, with or without cause, by the person who appointed them, or by the Chief Academic Officer or Chancellor.
SECTION 2. FACULTY MEMBERS
Appointment to a full-time position on the faculty of Syracuse University is made by the dean, or department chair with the approval of the dean, and requires approval of the Chief Academic Officer. Continuing appointment with tenure, and promotion to the rank of Assistant Professor, Associate Professor, or Professor, are made by the Chief Academic Officer and require the approval of the Chancellor and the Board. Except in those cases when a faculty member already is at the rank of Associate Professor or higher, continuing appointment with tenure will coincide with promotion to Associate Professor. Promotion to the rank of Emeritus Professor requires the recommendation of the University Senate and the approval of the Board.
SECTION 3. COMPOSITION OF THE UNIVERSITY SENATE
There shall be a University Senate. The following shall be members of the Senate ex officio: Chancellor and Vice Chancellors and additional members named by the Chancellor for a total not to exceed 15. In addition, the presidents of the Student Association, Graduate Student Organization and Student Bar Association shall be student members ex officio. Additional members not to exceed the number specified by the University Senate Bylaws, shall consist of the staff, faculties and students of the several colleges and schools and libraries elected as provided by the Bylaws of the University Senate.
SECTION 4. POWERS OF THE UNIVERSITY SENATE
Subject to the direction of the Chancellor and of the Board, the University Senate shall have general supervision over all educational matters concerning the University as a whole, and over such matters as may be referred to it by the Chancellor or the Board. Subject to Article I, Section I, the University Senate shall have power to adopt and to amend bylaws governing its composition, organization procedures and committees.
SECTION 5. POWERS OF FACULTIES
The faculty of each college and school shall be complete in itself but under the supervision of the Chancellor and the Chief Academic Officer and, subject to the approval of the Senate and the Board, shall have jurisdiction over the educational program and the internal affairs of its own college or school, including such matters as requirements for admission and for graduation, curriculum and instruction, textbooks, examinations and grading, degrees and prizes.
SECTION 6. DEGREE CANDIDATES
The several faculties shall recommend to the Senate candidates for degrees in courses in their respective departments, which recommendations shall be reported by the Senate to the Board with recommendations.
SECTION 7. HONORARY DEGREES
The Board shall have the exclusive power to confer honorary degrees. The Senate shall consider all recommendations and suggestions for honorary degrees and report its recommendations to the Board of Trustees or the appropriate committee thereof. Candidates are expected to be present in person to receive honorary degrees.
The Board shall have the exclusive power to rescind honorary degrees. The University Senate shall consider all recommendations and suggestions for the rescission of honorary degrees and report its recommendations to the Board or to the appropriate committee thereof.
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that the person is or was a voting or non-voting Trustee, or an officer of the University, or served another corporation, partnership, joint venture, trust, employee benefit plan or other entity in any capacity at the request of the University (any person serving in such capacity shall be referred to in this Article as a “Representative”), shall be indemnified by the University to the fullest extent allowable by law. The indemnification shall extend to all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and any other amounts, expenses and fees similarly incurred.
The preceding right of indemnification shall be a contract right enforceable by the voting or non-voting Trustee, officer or Representative (or the estate or beneficiaries of any deceased voting or non-voting Trustee, officer or Representative) with respect to any action or proceeding accruing or arising while this right to indemnification shall be in effect. The rights conferred on any person by this Article shall not be exclusive of any other right which such person may have or subsequently acquire.
It is the intent of the University to indemnify its voting and non-voting Trustees, officers and Representatives to the fullest extent authorized by the laws of New York as they now exist or may be subsequently amended. If any portion of these indemnification provisions shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.
SECTION 1. GENERAL DUTIES AND RESPONSIBILITIES OF TRUSTEES
Each Trustee (which term shall include Life Trustees for purposes of this Article) and each officer of the University shall perform the responsibilities of his or her position solely on the basis of what is in the best interests of the University. This shall include, but not necessarily be limited to, being wholly free from the influence of personal considerations or relationships and from any other factors that might, or would reasonably appear to, prevent such Trustee or officer from acting solely on the basis of what is in the best interests of the University. This duty of each Trustee and officer shall extend, but not be limited to, making recommendations with respect to contracts, transactions, and business relationships for the University; and passing judgment on such contracts, transactions, and business relationships.
SECTION 2. CONFIDENTIAL INFORMATION
As used in this Article of these Bylaws:
- “Confidential Information” means any information not generally available to the public regarding the University or its students, employees, alumni, or donors, including without limitation information regarding actual or potential activities of the University, strategic planning information, trade secrets, business methods and processes, admissions or fundraising data, financial statements, projections, other financial information, and any other information that should by its nature or context be recognized as proprietary and/or confidential.
- A Trustee or officer shall use Confidential Information received in the course of his or her service to the University only for the purpose of fulfilling his or her duties to the University and shall refrain from using Confidential Information for any other purpose whatsoever. Moreover, regardless of the existence or use of Confidential Information, a Trustee or officer shall refrain from diverting or otherwise using, whether for personal gain or otherwise, any opportunity in which the University has a reasonable expectancy. Without limiting the preceding sentence, a Trustee or officer shall not acquire, real, personal, or intangible property in which the University has an interest or which is reasonably useful to the University’s purpose, contrary to the interests of the University, or appropriate for himself or herself the benefit of an opportunity intended for or extended to the University. A violation of this paragraph shall constitute a breach of the Trustee or officer’s fiduciary duty of loyalty to the University, and shall entitle the University to any and all remedies available at law or in equity.
SECTION 3. CONFLICTS OF INTEREST
The Board of Trustees has established a policy governing conflicts of interest for Trustees, officers and other key persons at the University. The policy is designed to (a) comply with New York law governing not-for profit corporations; (b) set forth clear rules and definitions governing conflicts with the University (including conflicts that place parties in competition with the University); and (c) establish a process by which conflicts are disclosed and properly addressed. Modifications to the policy governing conflicts of interest may be made by a majority vote of the Trustees in attendance at a duly called meeting at which a quorum is present, without regard to the procedures set forth herein to amend these Bylaws.
SECTION 4. WHISTLEBLOWER PROTECTIONS
Officers, Trustees, employees and volunteers who, in good faith, report suspected acts that they consider to be illegal, fraudulent, improper, unethical, immoral and/or in violation of any adopted policies/procedures, shall be protected from intimidation, harassment or other retaliation as a consequence of disclosure by the Prohibition of Retaliation Policy approved by the Board, even if their allegations are subsequently found erroneous. Modifications to the Prohibition of Retaliation Policy may be made by a majority vote of the Trustees in attendance at a duly called meeting at which a quorum is present, without regard to the procedures set forth herein to amend these Bylaws. Trustees who are also University employees may not participate in any Board or committee deliberations relating to administration of the Prohibition of Retaliation Policy. In addition, any person who is the subject of a whistleblower complaint may not be present at or participate in Board or committee deliberations or vote on the matter relating to such complaint, except to the extent that person’s presence is necessary to present background information or answer factual questions for the Board or committee prior to deliberations or voting.
ARTICLE X. AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the Trustees present at any regular or special meeting of the Board at which a quorum is present, provided this is also the vote of a majority of all Trustees then in office, and provided notice in writing of any proposed amendment shall have been given at a preceding meeting, or notice of such proposed amendment shall have been communicated by electronic means or, if a member has so requested, mailing such notice to the member at his or her last known address, at least ten days prior to the date of the meeting at which the proposed amendment is to be submitted.
Adopted: November 10, 1972
Amended: May 9, 1975
May 12, 1978
November 7, 1980
May 8, 1981
May 6, 1983
May 11, 1984
May 10, 1985
November 15, 1985
May 13, 1988
May 5, 1990
May 9, 1992
November 6, 1992
May 8, 1993
May 7, 1994
May 11, 1996
November 1, 1996
November 7, 1997
May 9, 1998
November 6, 1998
November 5, 1999
May 13, 2000
May 12, 2001
November 1, 2002
November 7, 2003
May 14, 2005
May 13, 2006
May 12, 2007
May 9, 2009
October 30, 2009
May 15, 2010
May 14, 2011
May 12, 2012
May 16, 2014
November 6, 2015
May 14, 2016
November 4, 2016
November 3, 2017
May 9, 2020
May 22, 2021
May 13, 2023
November 3, 2023
November 8, 2024