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Policy No. 5
I. PURPOSE
Pursuant to the Statutes of the State of New Jersey, 18A:64-2, the government, control, conduct, management and administration of the University shall be vested in the Board of Trustees of the University.
II. MEMBERSHIP OF THE BOARD
The Board of Trustees shall consist of a culturally diverse group of citizens of the state not less than seven (7) nor more than fifteen (15) as may be fixed from time to time by the Board of Trustees and may be divided into such classes as may be determined. The term of office of appointed members shall be for six (6) years beginning on July 1 and ending on June 30. Each member shall serve until his successor shall have been appointed and qualified, and vacancies shall be filled in the same manner as the original appointment for the remainder of the unexpired term. Any member of a Board of Trustees may be removed by the Governor, for cause, upon notice and opportunity to be heard. The President is a member of the Board, ex-officio, without vote.
III. OFFICES
The principal offices of the body corporate shall be located on the premises of The William Paterson University of New Jersey in Wayne, New Jersey.
IV. SEAL
As prescribed in the Higher Education Act of 1966, the body corporate shall have a seal, of form and design adopted by the Board of Trustees.
V. ORGANIZATION
Consistent with the State statute, the Board is required to organize annually at a public meeting held in September by electing a Chair, a Vice-Chair and a Secretary. The formal election of Board Officers shall take place at the Board’s final meeting of the academic year (June or July) in even-numbered years, shall take effect as of September 1, and shall be for two-year terms. The Committee on Trustees and Nominations shall develop a slate of officers to be presented to the full Board of Trustees for election, position by position, by closed ballot. These officers may hold office for a maximum of two consecutive terms. Elected officers shall be announced as holding office at each September meeting of the Board.
In the event of a vacancy in an officer position or positions occurring for any reason, the Committee on Trustees and Nominations shall prepare a slate of potential replacement candidate(s) and conduct an election among the entire Board of Trustees by closed ballot.
VI. DUTIES OF OFFICERS
The Chair shall be the chief executive officer of the body corporate, performing all duties commonly incident to his/her office and exercising general supervision of the affairs of the corporation. In particular, the Chair shall sign all reports required by the laws, rules and regulations of the State of New Jersey. The Chair shall also report to the Board of Trustees all matters coming to his/her notice that relate to the interests of the body corporate. The Chair shall preside at all public and executive meetings of the Board of Trustees.
The Vice-Chair shall exercise all the powers and duties of the Chair in case of his/her inability to act.The Secretary shall cause to be recorded all votes and the minutes of the proceedings at all public meetings of the Board of Trustees.The Secretary shall have custody of a cumulative record of these votes and minutes, and of such other records as papers as the Board may prescribe. The Secretary shall cause to be prepared and filed such reports and statements as may be required the laws, rules and regulations of the State of New Jersey, upon authorization by the Chair. The Secretary shall cause to be reproduced and distributed the notifications and agenda of meetings prescribed in the following section of these by-laws. The Secretary shall cause to be reproduced and sent to the President a copy of any correspondence addressed to the Board that has not been otherwise routed to the President.
VII. EXECUTIVE APPOINTMENTS
The President of the University, as prescribed by Acts of the State Legislature, shall be the chief executive officer of the University, serving at the pleasure of the Board of Trustees and enjoying ex officio membership in the Board of Trustees. The President shall share with the trustees the responsibility for the definition and attainment of goals, for administrative action, and shall be the chief representative of the College to its many publics. The President shall exercise all the powers requisite for the leadership, management, and control of the University, and shall execute and enforce the rules and regulations relating to that responsibility.
As the chief planning officer for the University, the President shall recognize a special obligation to innovate and initiate.
Within his/her best judgment the President shall take responsibility for infusing new life in a department, and for solving problems of obsolescence within the concept of tenure. In these efforts, he/she shall utilize the judgments of faculty, and in the interest of academic standards he/she may also seek outside evaluations by scholars of acknowledged competence.
The President shall insure that the standards and procedures in operational use within the University conform to the policies established by the Board of Trustees and to the standards of sound academic practice. He/she shall also insure that faculty views, including dissenting views, are presented to the trustees in those areas and on those issues where responsibilities are shared. On like issues he/she shall inform the faculty of the views of the trustees and the administration.
The President shall accept primary responsibility for the maintenance of existing institutional resources and the creation of new resources. He/she shall take ultimate managerial responsibility for the non-academic activities of the University, and in his/her responsibility for public understanding he/she shall plan, organize and direct, as well as represent.
In recognition of his/her accountability to the Board of Trustees, the President shall conduct studies of the educational and financial needs of the University and bring their results to the Board's attention. He/she shall recommend to the Board policies for the organization, administration and development of the University, and for the educational curriculum and program of the University before undertaking commitments that could impede their modification. He/she shall submit to the Board for ratification the appointment, removal, promotion, transfer, compensation and terms of employment of all members of the academic and administrative staffs. He/she shall supply to the Board a list of all persons to whom the University recommends that the Board should grant academic diplomas, certificates or degrees. He/she shall provide the Board an annual written report on the state of the University.
The Provost/Executive Vice President shall be the chief operating officer of the University.
The Vice-President for Administration and Finance of the University shall be the fiscal officer of the President and the Board of Trustees.
VIII. MEETINGS
In addition to organizational meetings, the Board shall hold no less than four public meetings per year, to be held in accordance with the Open Public Meetings Act. The Chair shall also call a special meeting whenever he/she is requested to do so by three trustees and a public meeting whenever he/she is requested to do so by five trustees.
The Agenda for each public meeting shall be prepared by the President and sent to each member of the Board and to any other body to whom the University is contractually bound be sent such notice, at least seven days prior to the meeting. Any member of the Board shall have the prerogative of inserting items in the agenda. All public meetings shall be conducted in accordance with the parliamentary procedure prescribed in Robert's Rule of Order.
IX. QUORUMS
The majority of trustees then in office shall constitute a quorum at any meeting of the Board of Trustees, but if less than the requisite number is present at a meeting, a majority of those present may adjourn the meeting from time to time until a quorum is present. All questions coming before the Board shall be decided by a majority vote of the trustees present, and entitled to vote.
X. COMMITTEES
The Chair, Vice-Chair and Secretary, and President and immediate past Chair as ex- officio members, shall constitute the Executive Committee of the Board of Trustees. It shall be empowered to act for the Board in an emergency, subject to ratification by a quorum of the Board as soon as possible.
To further aid the Board in transacting the business of the body corporate, the Chair shall appoint standing committees, one of which shall be a Nominating Committee. Other committees shall give detailed attention to personnel, education policy, financial affairs and student affairs. The Chair and either the President or a member of the administrative staff chosen by him or her, shall be ex-officio members of each of these committees. The Chair or the President shall, in his/her discretion, refer to the appropriate committee any matter falling within its purview. Before reporting, each committee may solicit the comment of representatives of the faculty and of the students concerned with the matter. As need dictates, the Chair shall appoint other standing committees or ad hoc committees or abolish committees previously established.
XI. AMENDMENTS
These bylaws can be amended, altered, repealed or added to in any manner consistent with the laws, rules and regulations of the State of New Jersey by the affirmative vote of the majority of trustees at any public meeting of the Board of Trustees, provided that a copy of the proposed amendment has been furnished to each member of the Board, and to the other recipients of the agenda of its meetings prescribed in Section VI, at least ten days before the meeting.
Approved: Board of Trustees, June 18, 1974
Amended: June 23, 1975
Amended: August 30, 1976
Revised: June 18, 1979
Revised: February 22, 1997
Revised: September 25, 1998 (College to University)
Revised: December 7, 2007 (new Section V. “Organization.”)
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