Board of Trustees - Articles & Bylaws
UNIVERSITYOF RICHMOND
AMENDED AND RESTATED ARTICLES OF INCORPORATION
(Amended and Restated, May 31, 2007)
ARTICLE I
NAME
The name of the corporation is University of Richmond (hereinafter referred to as the “University”), a Virginia nonstock corporation.
ARTICLE II
PURPOSE
The University is organized and shall be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. More specifically and without limiting or expanding the foregoing, the purpose of the University is to promote, maintain, and conduct a university for academic, scientific, and professional education and learning. The University shall provide a coordinate experience for men and women. The preceding sentences shall not limit the ability of the University to carry out any other charitable or educational purpose previously set forth in this Article.
ARTICLE III
RIGHTS AND RESTRICTIONS
No part of the net earnings of the University shall inure to the benefit of or be distributable to its Trustees, officers, or other private persons except that the University shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the University shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the University shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE IV
DISSOLUTION
Upon the dissolution of the University, and after all of its liabilities and obligations have been paid, satisfied, and discharged or adequate provisions are made therefore, all of the University’s remaining assets shall be distributed to one or more organizations selected by the University’s Board of Trustees that are organized and operated exclusively for charitable and educational purposes within the meaning of sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code.
ARTICLE V
MEMBERS
The University shall have no members.
ARTICLE VI
TRUSTEES
The number of and qualifications for Trustees of the University shall be set forth in the Bylaws. The University’s Board of Trustees shall consist of the following classes of Trustees.
(a) Elected Trustees. All Trustees other than the Ex Officio Trustee shall be designated as the Elected Trustees. The number of Elected Trustees has previously been, and shall continue to be, divided into classes based on year of election. At each annual meeting of the Board of Trustees, one class of Elected Trustees may be elected by the Board of Trustees for a term of four years to succeed those whose terms expire. An Elected Trustee may serve two consecutive terms and thereafter shall not be eligible to serve as an Elected Trustee until he or she has not served as an Elected Trustee for one year or more. Notwithstanding the foregoing, the term of an Elected Trustee who is currently serving as Rector or is elected to serve as Rector of the University at the time of expiration of his or her term as a Trustee (or any extension of such term under this provision) shall be extended for such period as is necessary to permit such Elected Trustee to complete his or her service as Rector of the University. No individual shall be elected as an Elected Trustee without his or her prior consent.
(b) Ex Officio Trustee. The University shall have one (1) Trustee who is designated as the Ex Officio Trustee. The Ex Officio Trustee shall be that individual who holds the official position of President of the University. The Ex Officio Trustee shall serve ex officio for a term that equals his or her tenure in the office of President. No individual shall be an Ex Officio Trustee without his or her prior consent.
ARTICLE VII
LIMIT ON LIABILITY AND INDEMNIFICATION
7.1 Definitions. For purposes of this Article the following definitions shall apply:
(i) “University” means this University only and no predecessor entity or other legal entity;
(ii) “expenses” include counsel fees, expert witness fees, and costs of investigation, litigation, and appeal, as well as any amounts expended in asserting a claim for indemnification;
(iii) “liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) “legal entity” means a corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise;
(v) “predecessor entity” means a legal entity the existence of which ceased upon its acquisition by the University in a merger or otherwise; and
(vi) “proceeding” means any threatened, pending, or completed action, suit, proceeding, or appeal, whether civil, criminal, administrative, or investigative and whether formal or informal.
7.2 Limit on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the Trustees and officers of the University shall not be liable to the University.
7.3 Indemnification of Trustees and Officers. The University shall indemnify any individual who is, was, or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the University) because such individual is or was a Trustee or officer of the University, or because such individual is or was serving the University or any other legal entity in any capacity at the request of the University while a Trustee or officer of the University, against all liabilities and reasonable expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the University shall be deemed service at the request of the University. The determination that indemnification under this section 7.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a Trustee, as provided by law, and in the case of an officer, as provided in section 7.4 of this Article; provided, however, that if a majority of the Trustees of the University has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel selected by such person with the approval of the Board of Trustees, which approval shall not be unreasonably withheld. Unless a determination has been made that indemnification is not permissible, the University shall make advances and reimbursements for expenses incurred by a Trustee or officer in a proceeding upon receipt of an undertaking from such Trustee or officer to repay the same if it is ultimately determined that such Trustee or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Trustee or officer and shall be accepted without reference to such Trustee’s or officer’s ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Trustee or officer acted in such a manner as to make such Trustee or officer ineligible for indemnification. The University is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its Trustees or officers to the same extent provided in this section 7.3.
7.4 Indemnification of Others. The University may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its Trustees and officers pursuant to section 7.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the University, and may contract in advance to do so. The determination that indemnification under this section 7.4 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Trustees, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under section 7.3 of this Article shall be limited by the provisions of this section 7.4.
7.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors, and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the University. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the University, and indemnification under policies of insurance purchased and maintained by the University or others. However, no person shall be entitled to indemnification by the University to the extent he or she is indemnified by another, including an insurer. The University is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the University or any other legal entity at the request of the University regardless of the University’s power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the University from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
7.6 Application; Amendments. The provisions of this Article shall be applicable from and after its adoption even though some or all of the underlying conduct or events relating to a proceeding may have occurred before its adoption. No amendment, modification, or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification, or repeal.
ARTICLE VIII
INTERNAL REVENUE CODE
Each reference in these Amended and Restated Articles of Incorporation to a section of the Internal Revenue Code means such section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.
UNIVERSITY OF RICHMOND
AMENDED AND RESTATED BYLAWS
(Amended and Restated, May 10, 2007)
ARTICLE I
TRUSTEES
1.1 General Powers. The University shall have a Board of Trustees. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the University managed under the direction of, its Board of Trustees, subject to any limitation set forth in the Articles of Incorporation.
1.2 Number. The number of Trustees of the University shall be not more than forty (40).
1.3 Election and Term. Elected Trustees shall be elected in the manner and for the terms set forth in the Articles of Incorporation.
1.4 Removal; Vacancies. The Board of Trustees may remove any Trustee, but only at a meeting called for that purpose, and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Trustee. The removal of a Trustee shall be effective only upon the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present. A vacancy on the Board of Trustees, including a vacancy resulting from the removal of a Trustee, may be filled by the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present (or of a majority of the remaining Trustees though less than a quorum of the Board of Trustees). In the case of a resignation that will become effective at a specified later date, the vacancy may be filled before the vacancy occurs, but the new Trustee may not take office until the vacancy occurs. Any such election to fill a vacancy shall be for the unexpired term of such Trustee.
1.5 Annual and Regular Meetings. An annual meeting of the Board of Trustees shall be held on such day in April or May of each year as shall be determined by the Rector. Regular meetings of the Board of Trustees shall be held on such day in September or October, such day in January, and such day in February or March as shall be determined by the Rector. Notwithstanding the foregoing, the Rector may cancel the regular meeting to be held in January in any year in which the Rector, after consultation with the President, determines that the January meeting is unnecessary. Notice of cancellation of the January meeting shall be given to each Trustee not less than thirty (30) days before the January meeting in accordance with the method set forth in section 1.7 of these Bylaws. The annual and regular meetings of the Board of Trustees shall be held, either within or without the Commonwealth of Virginia, as may be provided in the notice of the meeting and approved by the Rector, the President, or the Board of Trustees. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the University.
1.6 Special Meetings. Special meetings of the Board of Trustees may be called by the Rector, the President, or twenty (20) percent of the Trustees and shall be held at such times and such places, within or without the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the University.
1.7 Notice of Meetings. Notice of the annual and regular meetings of the Board of Trustees shall be given to each Trustee not less than ten (10) days before the meeting, and notice of special meetings of the Board of Trustees shall be given to each Trustee not less than five (5) days before the meeting, by delivering the same to the Trustee in person or to the Trustee's residence or business address (or such other place as the Trustee may have directed in writing) by mail, messenger, telecopier, facsimile, telegraph, electronic mail, or other means of written communication or by telephoning such notice to the Trustee. Any such notice shall set forth the time and place of the meeting. The Board of Trustees reserves the right to prescribe shorter and different notice requirements in the case of emergency.
1.8 Waiver of Notice. A Trustee may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice, and such waiver shall be the equivalent to the giving of such notice. Except as provided in the next paragraph of this section 1.8, the waiver shall be in writing, signed by the Trustee entitled to the notice, and filed with the minutes or corporate records.
A Trustee's attendance at or participation in a meeting waives any required notice to the Trustee of the meeting unless the Trustee at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
1.9 Quorum; Voting. A majority of the number of Trustees then serving shall constitute a quorum for the transaction of business at a meeting of the Board of Trustees. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Trustees present is the act of the Board of Trustees. A Trustee who is present at a meeting of the Board of Trustees when corporate action is taken is deemed to have assented to the action taken unless the Trustee (i) objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting specified business at the meeting; or (ii) votes against, or abstains from, the action taken.
1.10 Telephonic Meetings. The Board of Trustees may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting.
1.11 Action Without Meeting. Action required or permitted to be taken at a Board of Trustees' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents, which may be signed in counterparts, stating the action taken, signed by each Trustee either before or after the action is taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section 1.11 becomes effective when the last Trustee signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Trustee.
1.12 Compensation. No Trustee shall be entitled to any direct or indirect compensation related to his or her services as a Trustee.
ARTICLE II
COMMITTEES
2.1 Committees. The University shall have the committees set forth in this Article. In addition, the Board of Trustees may create one or more additional committees and appoint members of the Board of Trustees to serve on them. Unless otherwise provided in these Bylaws, each committee shall have three (3) or more members who serve at the pleasure of the Board. Subject to the approval of the Board of Trustees, the Rector shall appoint all committee members, after consultation with the President and solicitation of Trustee preferences.
2.2 Authority of Committees. Each committee may exercise the authority specified by the Board of Trustees, except that a committee may not (i) fill vacancies on the Board of Trustees or any of its committees, (ii) amend the Articles of Incorporation, (iii) adopt, amend, or repeal these Bylaws, or (iv) approve any action which by law requires approval of the Board of Trustees.
2.3 Executive Committee. The University shall be managed by an Executive Committee, which shall have full authority to operate and administer the University between meetings of the Board of Trustees and to act in all situations except those reserved to the Board of Trustees and those specified in section 2.2 of these Bylaws. The Executive Committee shall consist of the Rector, who shall be the Chair of the Executive Committee, the Vice Rector, the President, and, subject to the approval of the Board of Trustees, at least five (5) other Trustees appointed by the Rector.
2.4 Audit Committee. The Board of Trustees shall have an Audit Committee consisting of three (3) or more Trustees, none of whom shall be officers of the University and at least one of whom shall have substantial financial expertise. The Audit Committee shall regularly review the adequacy of the University’s internal financial controls, review with the University’s independent public accountants the annual audit program and the University’s financial statements, oversee the function of the Office of the Internal Audit, and recommend the selection of the University’s independent public accountants.
2.5 Compensation Committee. The Board of Trustees shall have a Compensation Committee consisting of the Rector, who shall be the Chair of the Compensation Committee, the Vice Rector, and, subject to the approval of the Board of Trustees, one (1) or more additional Trustees as appointed by the Rector. The Compensation Committee shall review the President’s performance annually, be responsible for the President’s contract renewal, recommend the direct and indirect compensation of the President, and approve the recommendations of the President for the compensation of those officers who report to the President.
2.6 Trusteeship Committee. The Board of Trustees shall have a Trusteeship Committee consisting of three (3) or more Trustees. The Trusteeship Committee shall recommend to the Board of Trustees the names of individuals for election as Elected Trustees of the University and such officers as are elected by the Board of Trustees and recommend to the Board of Trustees those former Trustees of the University and Elected Trustees whose terms are expiring who should be elected Trustees Emeriti. The Trusteeship Committee shall also develop and maintain criteria for the evaluation of the Board of Trustees, individual Trustees, and Trustees Emeriti and conduct regular evaluations of Trustees and Trustees Emeriti. In addition, the Trusteeship Committee shall direct the Board of Trustees’ orientation and mentoring programs, ensure that the experience of former Elected Trustees is used to the benefit of the University, and undertake exit interviews with Elected Trustees whose terms are expiring to ascertain the appropriate level of ongoing University involvement.
2.7 Academic Program Committee. The Board of Trustees shall have an Academic Program Committee consisting of three (3) or more Trustees. The Academic Program Committee shall provide oversight to the faculty and academic programs of the University.
2.8 Student Development Committee. The Board of Trustees shall have a Student Development Committee consisting of three (3) or more Trustees. The Student Development Committee shall provide oversight in connection with the well-being of the University's students.
2.9 Advancement Committee. The Board of Trustees shall have an Advancement Committee consisting of three (3) or more Trustees. The Advancement Committee shall provide oversight to the University's fundraising, public relations, alumni affairs, and related activities.
2.10 Business Management Committee. The Board of Trustees shall have a Business Management Committee consisting of three (3) or more Trustees. The Business Management Committee shall provide oversight to the business management of the University and its physical facilities.
2.11 Participation of Others on Committees. The Rector, Vice Rector, and President may attend and participate in any meeting of any committee set forth in this Article II or otherwise established by the Board of Trustees. The Rector, Vice Rector, and President may vote on any matter coming before the committee at such meeting, but, to the extent the Rector, Vice Rector, or President is not otherwise an appointed member of such committee, his or her attendance at such meeting shall not count towards the establishment of a quorum for the transaction of business by such committee.
The Rector may appoint one or more faculty members, students, or alumni association representatives, upon recommendation of the President, who may consult with others, including, but not limited to, the University faculty and the academic deans, to serve on each of the Academic Program Committee, the Student Development Committee, the Advancement Committee, and the Business Management Committee. Any faculty member, student, or alumni association representative appointed to any such committee may vote in committee on any matter to be presented to the Board of Trustees or Executive Committee as a recommendation of such committee, but not on any matter in which the committee is exercising the final authority of the Board of Trustees. The attendance of any faculty member, student, or alumni association representative appointed to any committee shall not count towards the establishment of a quorum for the transaction of business by such committee.
The Rector may appoint one or more officers or other individuals who are not Trustees to serve on any committee of the Board other than the Executive Committee, the Compensation Committee, and the Trusteeship Committee. Any officer or other individual so appointed shall have no vote on such committee, but shall instead serve in an advisory capacity.
2.12 Committee Meetings; Miscellaneous. To the extent not otherwise provided in these Bylaws or by direction of the Board of Trustees, the provisions of these Bylaws which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Trustees shall apply to committees of Trustees and their members as well; provided, however, that the Executive Committee of the Board may meet on notice of less than five (5) days but at least twenty-four (24) hours in the event the Rector and the President agree that such notice is necessary and in the best interest of the University.
ARTICLE III
OFFICERS AND DEANS OF ACADEMIC SCHOOLS
3.1 Officers. The officers of the University shall be the Rector, the Vice Rector, the President, the Secretary, the Provost and Vice President for Academic Affairs, the Vice President for Business and Finance/Treasurer, and, in the discretion of the Board of Trustees, such other officers or assistant officers as may be deemed necessary or advisable to carry out the business of the University. No person may hold more than one office, except that one person may hold the office of Secretary and another office. The officers shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be lawfully provided in these Bylaws or by resolution of the Board of Trustees consistent with these Bylaws, or, in the case of the Provost and Vice President for Academic Affairs and Vice President for Business and Finance/Treasurer, by direction of the President.
3.2 Deans of Academic Schools. The University shall have such deans of academic schools as may be deemed necessary or advisable. All deans of academic schools shall report to the Provost and Vice President for Academic Affairs.
3.3 Election and Appointment; Term. The Board of Trustees shall elect the Rector at the annual meeting of the Board of Trustees held in May of each year immediately preceding the expiration of the Rector’s term. The Board of Trustees shall elect the Vice Rector and Secretary at the annual meeting of the Board of Trustees held in May of each year. The Rector, Vice Rector, and Secretary shall take office on the immediately succeeding July 1 following their election, and shall hold office, unless removed, until the next July 1 or, in the case of the Rector, until the second subsequent July 1, or until his or her successor is elected. The Board of Trustees shall appoint the President whenever any vacancy occurs in such office, after receiving recommendations for such office from a search committee appointed by the Rector. The President shall appoint the Provost and Vice President for Academic Affairs and the Vice President for Business and Finance/Treasurer, whenever any vacancy occurs in either office, after receiving recommendations for such office from a search committee appointed by the President, subject to the approval of the Board of Trustees. Subject to the approval of the Board of Trustees, the President shall appoint any other officer or assistant officer deemed necessary or advisable to carry out the business of the University as specified in section 3.1 of these Bylaws, and may receive recommendations from a search committee appointed by the President if the President deems it appropriate to do so. The President, after consultation with the Provost and Vice President for Academic Affairs, shall appoint the deans of the academic schools, subject to the approval of the Board of Trustees. The President shall serve at the pleasure of the Board of Trustees and shall be reelected annually by the Board of Trustees at its annual meeting. The Provost and Vice President for Academic Affairs and the Vice President for Business and Finance/Treasurer shall serve at the pleasure of the Board of Trustees and the President and shall be reelected annually by the Board of Trustees at its annual meeting. Each dean of an academic school shall serve at the pleasure of the President and the Provost and Vice President for Academic Affairs. Any other officer or assistant officer shall be appointed or elected and shall serve for such term as the Board of Trustees shall direct. The Rector, Vice Rector, President, and Secretary may resign at any time upon written notice to the Board of Trustees, and no acceptance of resignation shall be necessary to make it effective. Any other officer may resign at any time upon written notice to the President, and no acceptance of resignation shall be necessary to make it effective. Any dean of an academic school may resign at any time upon written notice to the Provost and Vice President for Academic Affairs, and no acceptance of resignation shall be necessary to make it effective.
3.4 Removal. The Board of Trustees may remove the Rector, the Vice Rector, the President, the Secretary, and in its discretion or upon recommendation of the President, the Provost and Vice President for Academic Affairs, the Vice President for Business and Finance/Treasurer, and any other officer or assistant officer at any time, with or without cause. The President or the Provost and Vice President for Academic Affairs may remove any dean of an academic school at any time, with or without cause.
3.5 Rector. The Rector shall be a member of the Board of Trustees. The Rector may serve up to a maximum of two consecutive two-year terms and thereafter shall not be eligible to serve as Rector until he or she has not served as Rector for one year or more. The Rector, if present, shall chair all meetings of the Board of Trustees.
3.6 Vice Rector. The Vice Rector shall be a member of the Board of Trustees. In the case of the disability or death of the Rector, the Vice Rector shall carry out the duties of the Rector.
3.7 President. The President shall be the chief executive officer of the University on a full-time basis and shall be responsible for its supervision and operation under the direction and control of the Rector and the Board of Trustees in accordance with the University's Articles of Incorporation and these Bylaws.
3.8 Secretary. The Secretary shall keep a faithful record of all meetings of the Board of Trustees, give notice of time and place for holding each meeting of the Board of Trustees as specified in section 1.7 of these Bylaws, and file and safely keep all documents entrusted to his or her care. The books and papers kept by the Secretary shall be subject at all times to inspection by the Board of Trustees, the President, or any duly authorized committee of the Board of Trustees.
3.9 Provost and Vice President for Academic Affairs. The Provost and Vice President for Academic Affairs shall be the chief academic officer of the University under the President. The Provost and Vice President for Academic Affairs shall be responsible to the President and shall keep the President informed of all material matters pertaining to the academic program of the University, and from time to time the President may assign the Provost and Vice President for Academic Affairs supervisory duties and responsibilities not specified in the Bylaws. In the case of the disability or death of the President, and except as otherwise provided by the Rector or the Board of Trustees, the Provost and Vice President for Academic Affairs shall carry out the duties of the President.
3.10 Vice President for Business and Finance/Treasurer. The Vice President for Business and Finance/Treasurer shall be the chief financial officer, treasurer, and administrative officer of the University under the President in charge of the business and financial affairs or the University and its various divisions. The Vice President for Business and Finance/Treasurer shall be responsible to the President and shall keep the President informed of all material matters pertaining to the business and financial affairs of the University. The Vice President for Business and Finance/Treasurer shall be the officer charged with the supervision of the activities of all other staff members in the area of business and financial management. In the case of the disability or death of both the President and the Provost and Vice President for Academic Affairs, and except as otherwise provided by the Rector or the Board of Trustees, the Vice President for Business and Finance/Treasurer shall carry out the duties of the President.
ARTICLE IV
HONORARY POSITIONS
4.1 Trustees Emeriti. The Board of Trustees may, in its discretion or upon the recommendation of the Trusteeship Committee, elect for a four-year term as a Trustee Emeritus any individual who is a former member of the Board of Trustees or an Elected Trustee whose term is expiring. Trustees Emeriti may serve unlimited consecutive terms. Designation of an individual as a Trustee Emeritus shall be dependent upon the needs and best interests of the University at that time. A Trustee Emeritus may be invited to functions of the University in the discretion of the Board of Trustees, the Rector, or the President, but shall not be eligible to attend meetings of the Board of Trustees except at the invitation of the Rector. At the discretion of the Board of Trustees or the Rector, Trustees Emeriti may serve on committees of the Board of Trustees, other than the Executive Committee, and may also be asked to participate in other University activities from time to time. Any Trustee Emeritus appointed to serve on a committee of the Board of Trustees may vote in committee on any matter to be presented to the Board of Trustees or Executive Committee as a recommendation of such committee, but may not vote on any matter in which the committee is exercising the final authority of the Board of Trustees. The attendance of any Trustee Emeritus appointed to any committee at any meeting of that committee shall not count towards the establishment of a quorum for the transaction of business by such committee.
4.2 Chancellor. The Board of Trustees, in its discretion, may elect one or more individuals of distinguished education or other public service to serve as a Chancellor of the University. The Board of Trustees, in its discretion, may also elect one or more individuals of distinguished education or other public service to serve as a Chancellor Emeritus of the University. Any Chancellor or Chancellor Emeritus shall receive such compensation and shall perform such duties, not in conflict with these Bylaws, as the Board of Trustees shall prescribe.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Spider Management Company, LLC. The Board of Trustees has delegated the investment management of the University’s endowment and other investment assets to Spider Management Company, LLC, of which the University is the sole member. The Board of Managers of Spider Management company, LLC is controlled by the Board of Trustees of the University. In exercising its power to appoint and elect directors of Spider Management Company, LLC, the Board of Trustees shall give consideration to the investment experience and expertise of nominees or other individuals under consideration. Spider Management Company , LLC shall provide general oversight of the security, funding, and investment management of all of the University's endowment and investment plans and shall periodically review all investment policies of the University with respect to the investment of its assets. The President of Spider Management Company, LLC shall provide regular reports to the Board of Trustees of the University regarding the investment activity and performance of the University’s endowment and other investment assets.
5.2 Interpretation. For the purpose of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa.
5.3 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made, at any meeting of the Board of Trustees.