Bylaws
BOARD OF REGENTS
EASTERN MICHIGAN UNIVERSITY
Floyd
Clack
First
appointed in June 2005
Term
expires December 31, 2014
Gary
D. Hawks
First
appointed in January 2007
Term
expires December 31, 2010
Philip A. Incarnati
First appointed in February 1992
Term expires December 31, 2010
Mohamed Okdie
First appointed in November, 2007
Term
expires on December 31, 2016
Francine Parker
First appointed in January, 2007
Term expires December 31, 2014
Thomas W. Sidlik
First appointed in January 2005
Term expires December 31, 2012
James F. Stapleton
First appointed in January 2007
Term expires December 31, 2016
Roy E. Wilbanks
First appointed in January 2005
Term expires December 31, 2012
FORMER REGENTS
0. William Habel January
1964 to October 1967
J. Don Lawrence January
1964 to October 1967
Dr. Martin P. O'Hara January
1964 to October 1967
Lawrence R. Husse January
1964 to December 1972
Virginia R. Allan January
1964 to April 1974
Veda S. Anderson November
1967 to December 1974
Dr. Charles L Anspach January
1964 to June 1974
George E. Stripp January
1967 to December 1976
Dr. Mildred Beatty Smith January
1964 to June 1977
Edward J. McCorrnick January
1964 to December 1978
Dr. John F. Ullrich January
1975 to October 1979
Linda D. Bernard October
1977 to December 1980
James T. Barnes, Jr. October
1979 to December 1982
Carleton K. Rush June
1974 to December 1982
Dr. Warren L. Board January
1979 to December 1984
Dr. Timothy I. Dyer January
1973 to May 1984
Dolores A Kinzel January
1977 to December 1984
Beth Wharton Milford April
1974 to December 1986
Geraldine M. Ellington February
1981 to December 1988
Donald E. Shelton February
1987 to February 1990
William Simmons March
1983 to December 1990
Geneva Y. Titsworth March
1983 to December 1990
John H. Burton January
1985 to January 1992
Dr. Richard N. Robb December
1967 to December 1992
Thomas Guastello January
1985 to December 1992
Robin W. Sternbergh January
1991 to December 1992
Frederick L. Blackmon January
1993 to March 1996
Anthony A. Derezinski January
1984 to December 1996
James Clifton January
1989 to December 1996
Mara L. Letica January
1993 to January 1997
Gayle P. Thomas January
1991 to January 1999
Carl D. Pursell January
1993 to December 1999
Donna R. Milhouse April 1999
to February 2000
William J. Stephens June 1996
to February 2001
Robert A. DeMattia January
1991 to December 2002
Rosalind E. Griffin February
1997 to December 2004
Michael G. Morris February
1997 to December 2004
Steven G. Gordon May 2001
to March 2005
Joseph E. Antonini May 1997
to December 2006
Jan A. Brandon April 2000
to December 2006
Sharon J. Rothwell January 2003
to December 2006
Karen Quinlan Valvo March 2001
to December 2006
Ishmael Ahmed January 2007
to August 2007
BYLAWS
BOARD OF REGENTS EASTERN MICHIGAN
UNIVERSITY
PREAMBLE
Eastern Michigan University (the “University”)
is a multipurpose institution founded
by the State of Michigan in1849. Originally
named Michigan State Normal School,
it was the first teacher training college
west of the Allegheny Mountains. Teacher
preparation was the primary purpose
of the institution for 100 years, but
this purpose was broadly interpreted
and included instruction in liberal
arts, science and other areas vital
to the background of a well-qualified
teacher. The name was changed
to Michigan State Normal College in
1899 and, in recognition of the development
of regional teachers' colleges inthe
state, to Eastern Michigan College in
1956. With the establishment of
the Colleges of Arts and Sciences and
Education, as well as a graduate school,
Eastern attained university status June
1, 1959. The College of Business
was created in 1964, the College of
Health and Human Services in 1975, and
the College of Technology in 1980.
The University offers baccalaureate
degrees in more than 180 undergraduate
programs, and master and doctorate degrees
in more than 50 graduate programs through
its five colleges and Graduate School.
ARTICLE VIII, Section 6, of the Michigan
Constitution, adopted by the people
of the State of Michigan in 1963 to
become effective January I, 1964, granted
constitutional autonomy to Eastern Michigan
University.
The Board of Regents of Eastern Michigan
University (the “Board” or “Board
of Regents”) reaffirms its obligation
to the people of the state of Michigan
to provide high quality education to
people from all walks of life. It
pledges itself to the wisest use and
distribution of resources at its disposal
to meet this major objective. In
keeping with this commitment, Eastern
Michigan University will not discriminate
against any person because of race,
color, sex, marital status, age, religion,
national origin or ancestry, Vietnam-era
veteran status, non-relevant mental
or physical disability, or any other
protected status. Further, Eastern
Michigan University does not discriminate
against any person because of sexual
orientation, or gender identity or expression.
The sexual orientation and gender identity
or expression provisions of this policy
shall not prohibit the University from
maintaining relationships with agencies
of the federal government, and shall
not be applied to conflict with any
provisions of the Michigan Constitution. Further,
except where approved by separate action
of the Board of Regents, the sexual
orientation and gender identity or expression
provisions of this policy shall not
apply to employment benefits, family
housing, financial aid packages, or
student residency status.
With respect to students, the Board
declares its intention to provide the
opportunity for each to realize his
or her highest potential, to formulate
and enforce reasonable rules governing
student conduct, and to give due consideration
to the opinions of students on matters
related directly to their interest when
they are expressed in a responsible
manner.
With respect to the alumni, the Board
invokes their loyal support of the University
and invites their advice and counsel,
reminding them that the esteem of the
University is measured constantly by
their performance as educated men and
women.
With respect to the people of Michigan,
the Board openly acknowledges that this
University is, in the final analysis,
their University. As a public
institution, Eastern Michigan University
is obligated to serve the best interests
of the people who support it, as it
can best determine those interests,
and the operation of the University
by the Regents is governed by the Michigan
Constitution.
Finally, the Board of Regents holds
as its special trust the historic mission
of a University to create an intellectual
climate that will challenge and encourage
the vigorous development and courageous
expression of the human mind and spirit. Specifically,
the Board of Regents recognizes that
it has a primary responsibility to assure
the University of the financial and
other resources necessary to the successful
performance of its mission. The
Board believes that the best method
of assuring that support is to interpret
the University faithfully and continually
to its fellow citizens, to the legislature
and elected state officials, and to
the federal government, and thus persuade
them of the essential importance of
the University's mission. To those
tasks of interpretation and persuasion,
the Board is committed by its appointment
to office, and to those tasks it pledges
itself without reservation.
In order to exercise the principles
here declared, to achieve the objectives
of Eastern Michigan University and to
ensure that the conduct of its own officers
will be in accord with the highest standards
of educational administration, the Board
of Regents adopts its bylaws:
ARTICLE I
THE CORPORATION
1.01
Eastern Michigan University is an institution
of higher education having authority
to grant baccalaureate, post-baccalaureate
and graduate certifications, and masters,
specialist, and doctorate degrees.
1.02
Eastern Michigan University shall be
governed by a board of control which
shall be a body corporate and shall
be known as the Board of Regents.
ARTICLE II
THE BOARD OF REGENTS
2.01
The Constitution of the State of Michigan
provides that this University shall
be governed by a board of control
which hereinafter is referred to as
the Board of Regents, which shall
be a body corporate. The Board
has general supervision of the institution
and the control and direction of all
expenditures from the institutional
funds.
2.02
The Constitution of the State of Michigan
further provides that the Board, as
often as necessary, shall elect a
president of the institution under
its supervision who shall be the principal
executive officer of the institution
and who shall be an ex-officio member
of the Board without a right to vote.
2.03
The eight-member Board of Regents is
appointed by the governor of the state
with the advice and consent of the
Michigan Senate. Members of the Board
of Regents serve without compensation
and receive only actual necessary
expenses incurred by them in the performance
of the duties of their office.
ARTICLE III
MEETINGS OF THE BOARD
3.01 Formal Sessions
Formal sessions of the Board shall be
open to the public, and reasonable
and proper public notice shall be
given as to the time and place.
3.01.01
A “formal session” of the
Board is defined as one that is convened
for the purpose of taking or memorializing
final Board action that is binding on
the Board.
3.01.02
A majority of the members of the Board
of Regents (each member, individually,
a “Regent”) shall constitute
a quorum to transact business at a
formal session, but a smaller number
may meet and adjourn to some other
time or until a quorum is obtained.
3.01.03
The business at each formal session
shall be conducted under general parliamentary
rules set forth in Robert's Rules
of Order as modified by the rules
and regulations of the Board.
3.01.04
Formal sessions may be either regular
meetings (as defined in Section 3.03)
or special meetings (as defined in
Section 3.04).
3.02 Informal Sessions
An “informal session” of
the Board is defined as one that is
not convened for the purpose of taking
or memorializing final Board action
that is binding on the Board. Informal
sessions include those meetings that
are not held in formal session.
3.03 Regular Meetings
Regular meetings shall be formal sessions
of the Board.
3.03.01
The Board shall hold regular meetings
as it deems necessary, but not less
than four (4) times per year. Such
regular meetings shall be held on
dates and at times as the Board may
determine, and ordinarily will be
held in Welch Hall at Eastern Michigan
University in Ypsilanti, Michigan.
3.03.02
The Board shall consider at its regular
meetings items that have been placed
on the meeting agenda. The Board
may consider additional items of business
at its regular meeting only by a majority
vote of those present.
3.03.03
The Secretary to the Board of Regents
shall be responsible for the preparation
of the agenda. The Secretary
will be responsible for contacting
the President, the Chairpersons of
Board Committees and the Chairperson
of the Board for items to be placed
on the agenda.
3.03.04
Persons wishing to speak before the
Board at a regular meeting may do
so during the Communications portion
of the regular meeting. The
Communications portion of the meeting
shall be limited to thirty (30) minutes. Persons
will be asked to identify themselves
as to name, address, and organization
they represent, if any.
3.03.05
Persons desiring to address the Board
must declare their intent on appropriate
forms at least twenty-four (24) hours
prior to the beginning of the Communications
portion of the meeting.
3.03.06
The amount of time allotted for each
individual to speak will depend on
the number of persons wishing to speak. Normally
no individual should speak more than
15 minutes, but if there are more
than two speakers, that time shall
be reduced accordingly.
3.03.07
In those instances to which more than
three persons wish to present their
views to the Board and all represent
a single organization or unit, the
presentation will be limited to one
presenter of
15 minutes or three presenters for five
minutes each.
3.04 Special Meetings
Special meetings shall be formal sessions
of the Board.
3.04.01
Special meetings of the Board may be
called by the Chairperson or upon
the request of any three Regents in
accordance with established rules. Each
Regent shall be informed of the special
meeting, by messenger or telephone,
at least 24 hours before the scheduled
meeting time of the special meeting, provided, that
any Regent who has previously so notified
the Secretary of the Board may elect
to be informed of special meetings
by email communication, in which case
such communication also shall be effective
as to such Regent. Only those
matters for which the special meeting
has been called shall receive consideration
unless unanimous consent is granted
by the total Board.
3.04.02
A Regent may participate in a special
meeting by means of conference telephone
or similar communications equipment
so long as all persons participating
in the meeting can hear each other. Participation
in a special meeting pursuant to this
provision shall constitute presence
at the meeting, for purposes of determining
a quorum, provided, however,
that more than one-half of the Regents
participating in a special meeting
must be physically present at the
meeting.
3.05 Emergency Actions
Emergency action may be taken by the
Board between formal sessions if and
when any matter arises that, in the
opinion of the Chairperson or any
three Regents, requires official action
by the Board prior to the next formal
session. An affirmative vote,
in person or by telephone, facsimile,
electronic mail, or other reliable
method of communication, from five
Regents, is required for action. Any
action taken at an emergency meeting
shall be presented to the Board for
confirmation, at the next formal session
of the Board.
ARTICLE IV
OFFICERS AND
ORGANIZATION
4.01 Chairperson
The Board shall elect bi-annually, in
odd-numbered years at its first meeting
of the year, one of the Regents to
serve as Chairperson. Immediately
following the election, the Chairperson
shall be the presiding officer. The
Chairperson shall perform such duties
as may be prescribed by law or by
the regulations of the Board. The
Chairperson shall be limited to one
consecutive two-year term. As
outlined in Section 4.02 of these
Bylaws, the Chairperson shall appoint
the Vice Chairperson in the event
the position of Vice Chairperson becomes
vacant.
4.02 Vice Chairperson
The Board shall elect bi-annually, in
odd-numbered years at its first meeting
of the year, one of the Regents to
serve as Vice Chairperson. The
Vice Chairperson will act as Chairperson
in the absence of the Chairperson,
and shall become Chairperson for the
remainder of the Chairperson’s
two-year term in the event the position
of Chairperson becomes vacant for
any reason. The Vice Chairperson
shall be limited to one consecutive
two-year term. In the event
the position of Vice Chairperson becomes
vacant for any reason during the Vice
Chairperson’s term of office,
the Chairperson shall appoint one
of the Regents to serve as Vice-Chairperson
to fill the remainder of the two-year
term.
4.03 Secretary
The Board shall appoint a Secretary
to the Board who shall serve at the
pleasure of the Board. The Secretary
shall keep a public record of all
actions of the Board. The Secretary
shall be the custodian of the corporate
seal and shall cause it to be used
at the direction of the Board of Regents. The
Secretary shall sign all requisitions
for transactions directed by the Board
and shall receive monthly statements
of the appropriate accounts.
4.03.01
The Secretary shall perform such other
duties as may be required of him or
her by the Board and/or the Chairperson
of the Board.
4.03.02
The appointment of the Secretary shall
be subject to the ineligibility provision
set forth in Section 4.07 of this
Article.
4.04 Treasurer
The Board shall appoint a Treasurer
to the Board who shall serve at the
pleasure of the Board. The Treasurer
is charged with the responsibility
for the collection, custody and accounting
of all monies due the University. The
Treasurer is authorized to sign checks
for the expenditure of funds approved
by the Board of Regents and to refuse
expenditures not authorized by the
Board or by budgets approved by the
Board.
4.04.01
The Treasurer shall sign all formal
applications for grants of funds for
research, extension or other University
purposes as directed by the Board
prior to the President's signature
being placed on such documents.
4.04.02
The Treasurer shall prepare an annual
financial report at the close of each
fiscal year and such other interim
reports as the President and Board
of Regents may request.
4.04.03
The Treasurer shall perform such other
duties as may be required by the President
and/or the Board of Regents.
4.04.04.
The Board may also appoint an Assistant
Treasurer, who shall serve at the
pleasure of the Board, to act in the
absence of the Treasurer.
4.04.05
The appointment of the Treasurer and
of any Assistant Treasurer shall be
subject to the ineligibility provision
set forth in Section 4.07 of this
Article.
4.05 President
The Board shall, as often as necessary,
elect a President of the University
who shall serve at the pleasure of
the Board. He or she shall be
an ex-officio member of the Board
without a right to vote and shall
serve as the University's chief executive
officer.
4.05.01
As the chief executive officer of the
University, the President shall exercise
such powers as are inherent in the
position in promoting, supporting,
or protecting the interests of the
University and in managing and directing
all of its affairs. The President
shall be responsible for implementing
the policies of the Board, and may
issue directions and executive orders
not in contravention of existing Board
policies. The President shall
be responsible for all business policies
as heretofore enacted or modified
or hereafter established subject to
the general policies established by
the Board. The President shall,
in consultation with the Board, develop
an annual budget (including, but not
limited to, tuition and fees) for
the University, that reflects the
Board’s policies, for approval
by the Board. The President
shall be responsible for hiring University
employees, subject to Board approval. The
hiring of members of the President’s
administrative team shall be subject
to prior consultation and discussion
with the Board’s Personnel and
Compensation Committee, and interviews
of candidates considered for a position
in the President’s administrative
team may include Regents, as directed
by the Chairperson of the Board and/or
the Personnel and Compensation Committee. The
President shall review and sign all
requisitions for transactions that
have been approved by the Board. The
President shall exercise such other
powers, duties and responsibilities
as are delegated to or required of
him or her by the Board.
4.06 Internal Auditor
The Board’s Finance and Audit
Committee shall appoint an Internal
Auditor who shall report to the Finance
and Audit Committee, and who shall receive
supervision from the Chairperson of
the Finance and Audit Committee.
4.07 Ineligibility
No Regent shall be eligible to be appointed
as Secretary, Treasurer, or Assistant
Treasurer of the Board, as provided
in MCL 390.552.
ARTICLE V
COMMITTEES
5.01
The Board may appoint committees and
prescribe their duties and functions. There
shall be seven standing committees
of the Board:
- Executive Committee
- Educational Policies Committee
- Faculty Affairs Committee
- Finance and Audit Committee
- Student Affairs Committee
- Athletic Affairs Committee
- Personnel and Compensation Committee
5.02
After the bi-annual election of the
Chairperson of the Board, the Chairperson
of the Board shall appoint Chairpersons
and Vice-Chairpersons of the standing
committees and any special committees
requested by Regents (except as outlined
in Sections 5.04 and 5.10.01 of this
Article).
5.03
Special committees may be authorized
or appointed by the Chairperson of
the Board at his or her discretion.
5.04 Executive Committee
The Executive Committee shall consist
of three members: the Chairperson
of the Board, the Vice-Chairperson
of the Board, and the Chairperson
of the Finance and Audit Committee. The
immediate past Chairperson of the
Board shall also serve on the Executive
Committee as an ex-officio member. The
Executive Committee’s duties
shall include, but are not limited
to, day-to-day communications with
the President and other duties as
assigned by the Board.
5.05 Educational Policies Committee
The Educational Policies Committee shall
be charged with the duty of reviewing
and evaluating all existing educational
programs. The Committee shall
also review all educational grants,
requests for new programs, requests
for new majors and minors, requests
for new degrees and personnel appointments
prior to action by the Board of Regents. Further,
the Committee shall be charged with
the responsibility of making final
recommendations to the Board on honorary
degrees. The Committee shall
also perform other duties as assigned
by the Board.
5.05.01
The University officer assigned to the
Educational Policies Committee shall
be the Provost.
5.06 Faculty Affairs Committee
The Faculty Affairs Committee shall
be charged with the duty of meeting
with representatives of the faculty
to discuss general concerns of the faculty
and the University, excluding any matters
covered by the collective bargaining
agreement. The Committee shall
share its deliberations with the Board
and make appropriate referrals to the
other committees when further study
on a matter is required. The Committee
shall also perform other duties as assigned
by the Board.
5.06.01
The University officer assigned to the
Faculty Affairs Committee shall be
the Provost.
5.07 Finance and Audit Committee
Pursuant to the Michigan Constitution,
the Finance and Audit Committee shall
work closely with the President and/or
his/her executive officers to develop
an annual budget for the University
that directs and controls the University’s
funds consistent with the Board’s
goals, and that establishes annual rates
for tuition and fees. The Finance
and Audit Committee also shall be charged
with selecting the Internal Auditor
and meeting with the Internal Auditor
to discuss his or her operations and
to recommend the adoption or revision
of such general policies relating thereto
as may be found desirable. The
Committee also shall be charged with
recommending to the Board the selection
of an external auditor, who shall be
appointed by the Board. The Committee
also shall be charged with the duty
of reviewing the financial affairs and
the property of the University and reporting
its findings thereon to the Board. Further,
the Committee shall review all major
proposed contracts prior to the contracts
being recommended to, or executed by,
the Board. The Committee shall
also perform other duties as assigned
by the Board.
5.07.01
The University officer assigned to the
Finance and Audit Committee shall
be the University’s Chief Financial
Officer.
5.07.02
The Charter of the Finance and Audit
Committee is appended to these Bylaws
as Schedule A.
5.08 Student Affairs Committee
The Student Affairs Committee shall
be charged with the duty of meeting
with student leaders to discuss programs,
policies, and general concerns of
the students. The Committee
shall share its deliberations with
the Board and make appropriate referrals
to the other Board committees when
further study on a matter is required. It
shall make appropriate recommendations. The
Committee shall also perform other
duties as assigned by the Board.
5.08.01
The University officer assigned to the
Student Affairs Committee shall be
the Vice President for Student Affairs.
5.09 Athletic Affairs Committee
The Athletic Affairs Committee shall
be charged with the duty of meeting
regularly with the Athletic Director
and representatives of the Athletic
Department to review and evaluate
all existing athletic programs, policies,
advancement initiatives and athletic-related
community relationships. The
Committee shall review and make a
recommendation to the Board regarding
the Athletic Department’s budget
prior to presentation of that Budget
to the Board, to ensure a high quality
academic and athletic experience for
student athletes. The Committee
shall report its deliberations and
findings to the Board and shall make
appropriate referrals to other committees
when further study on a matter is
required. The Chairperson of
the Committee shall work closely with
the Athletic Director to develop the
agenda for Committee meetings. The
Committee shall also perform other
duties as assigned by the Board.
5.09.01
The University officer assigned to the
Athletic Affairs Committee shall be
the Athletic Director.
5.10 Personnel and Compensation
Committee
The Personnel and Compensation Committee
shall be charged with reviewing all
policy matters regarding the establishment
of goals and objectives, performance
assessment and pay structures for the
President of the University, the Board
Secretary, and Board Treasurer, and
will make recommendations to the Board
of Regents regarding all such matters.
In addition, the Committee will periodically
review with the President the procedures
and methods used in the evaluation of
the members of the President’s
administrative team and will advise
the President on the performance and
operations of the members of the President’s
administrative team. The President
will seek input from the Personnel and
Compensation Committee on annual performance
evaluations of the President’s
administrative team prior to the evaluations
being presented to those individuals. The
Committee will review salary studies,
market data and other relevant information
for the members of the President’s
administrative team on an annual basis. In
the event of the hiring or termination
of any member of the President’s
administrative team, the President will
consult with the Chairperson of the
Board and/or the Personnel and Compensation
Committee prior to taking any formal
action.
The Committee shall also have the authority
to review and approve all proposed contracts
(including contract renewals or extensions)
for temporary or permanent individual
employment and proposed contracts for
employment consulting for the President’s
administrative team and any governmental
relations consulting contracts.
At the discretion of the Chairperson
of the Board and/or the Committee, the
Committee may interview candidates considered
for a position in the President’s
administrative team prior to the hiring
of such individuals, as outlined in
Section 4.05.01 of these Bylaws.
The Committee will also work with the
President on succession planning and
personnel development issues for the
President and the members of the President’s
administrative team.
The Committee shall also perform other
duties as assigned by the Board.
5.10.01
The Committee shall be chaired by the
Vice Chairperson of the Board. The
Committee shall also include two other
members: the Chairperson of the Finance
and Audit Committee, and one other
Regent who shall be appointed by the
Chairperson of the Board.
5.10.02
The University officer assigned to the
Committee shall be the Secretary of
the Board of Regents.
ARTICLE VI
COLLECTIVE AUTHORITY AND ACTION
6.01
The authority of the Board of Regents
is conferred upon it as a Board, and
the Board can bind the body corporate
and the University only by acting
as a Board. No individual Regent
shall bind the Board or the University
to any contractual or other legal
obligation without prior approval
of the Board. Individual Regents
otherwise may take such actions as
are expected and consistent with their
positions as Regents, or as a member
of a Board committee.
ARTICLE VII
AMENDMENTS
7.01
These bylaws may be amended or repealed
at any formal session of the Board,
by an affirmative vote of a majority
of the Regents, provided that copies
of the proposed amendments or notices
of repeal are submitted in writing
to each Regent at least 24 hours in
advance of such formal session.
ARTICLE VIII
INDEMNIFICATION
8.01 Duty to Indemnify
Regents
Except as expressly set forth in this
Article, the Board will defend, hold
harmless, and indemnify (collectively
hereafter, “indemnify” or “indemnification”)
a Regent against any threatened, pending,
or completed action, suit, or proceeding
of any kind or type (including arbitration
and alternative dispute resolution proceedings),
whether civil, criminal, administrative,
or investigative, including relative
to any appeal, and wherever brought,
if the involvement of the Regent in
such action, suit, or proceeding arises:
(a) by virtue of the fact that he or
she is or was a Regent, or is or was
serving pursuant to the request of the
Board as a director, officer, trustee,
or similar position of another entity
(i.e., corporation, partnership, limited
liability company, joint venture, trust,
etc.), or
(b) from actions taken in the course
of duties as a Regent.
This obligation extends to the payment
as incurred of all expenses (including
attorneys' fees, judgments, penalties,
fines, and amounts paid in settlement)
(hereafter, “Expenses”).
8.02 Conclusive Presumption of Coverage
Indemnification under this Article shall
be conclusively presumed unless a final
and nonappealable determination has
been made by a court of competent jurisdiction
(at the request of the Board or any
party to such action, suit, or proceeding)
that the Regent:
(a) had no reasonable cause to believe
that his or her conduct was in the best
interests of the Board or the University,
or
(b) failed to satisfy the terms and
conditions of this Article, or
(c) with respect to a criminal action,
suit, or proceeding, had reasonable
cause to believe that his or her conduct
was illegal.
The termination of any action, suit,
or proceeding by judgment, order, settlement
(whether with or without court approval),
conviction, or a plea of nolo contendere
or its equivalent, shall not create
a presumption or be used as evidence
that the Regent did not meet the requisite
standard of conduct or had any particular
belief or that a court has determined
that indemnification is not permitted
under this Article or by applicable
law.
8.03 Reimbursement of Expenses
In the event that a determination is
made pursuant to Section 8.02 above
that the Regent is not entitled to indemnification
under this Article or that indemnification
should be revoked or terminated, the
Regent shall repay any and all Expenses
paid by the Board to or on behalf of
the Regent. If a Regent is entitled
to indemnification by the Board for
a portion of his or her Expenses, but
not, however, for the total amount of
such Expenses, the Board shall nonetheless
indemnify the Regent for that portion
of Expenses to which the Regent is entitled
to indemnification under this Article.
8.04 Notice and Cooperation By Regent
As a condition to obtaining indemnification
under this Article, the Regent must
give prompt notice to the Board and
the Office of the General Counsel of
the pendency of any action, suit, or
proceeding for which he or she may seek
indemnification, and shall keep the
Board and the Office of the General
Counsel apprised of all significant
developments in the action, suit, or
proceeding. A Regent's full cooperation
with assigned legal counsel is a condition
of continued defense and indemnification
under this Article.
8.05 Selection of Legal Counsel
Selection of legal counsel shall be
made as follows:
(a) The General Counsel, after consultation
with the Board, shall have authority
over selection of all legal counsel
to represent the individual Regents
indemnified under this Section, except
in the following cases:
(i) In any criminal matter, the Regent
shall have sole authority over the selection
of legal counsel.
(ii) In the event the named parties
to any action, suit, or proceeding include
a Regent and the Board or other Regents,
and a named Regent has been advised
by the General Counsel, or by legal
counsel selected under Section 8.05(a)
above, that there may be one or more
legal defenses/positions available to
him or her that conflict or may conflict
with those available to one or more
other named Regents (or the named Board),
the named Regent then shall have the
right to select separate legal counsel,
and the Board shall then indemnify such
named Regent for all Expenses incurred
by such named Regent; provided, the
Board will not be required to indemnify
such named Regent for any settlement
of any such action, suit, or proceeding
effected without the Board’s prior
written consent.
(b) A Regent may, at any time at his
or her own expense, retain separate
legal counsel rather than avail himself
or herself of this Article. In
such event, the Board will not reimburse
Expenses or provide any indemnification
under this Article.
In matters where an individual Regent
is a named party and the General Counsel
has selected legal counsel for the named
Regent, such legal counsel will keep
the named Regent informed of the status
of the action, suit, or proceeding.
8.06 Strategy and Settlement
Except in the case of a criminal matter,
the Board shall have sole decision-making
authority over all litigation and settlement
strategies. In any criminal matter,
the Regent involved shall have sole
decision-making authority over all litigation
and settlement strategies. Once
the Board has settled an action, suit,
or proceeding, the Board shall not be
required to further indemnify a Regent
with respect to that action, suit, or
proceeding.
8.07 Non-Exclusivity
The indemnification provided in this
Article shall not be exclusive of any
other rights to which a Regent may be
entitled under any statute, bylaw, insurance
policy, agreement, or otherwise.
8.08 No Duplication of Recovery
Indemnification will be made under this
Article only to the extent that the
Regent is not made whole for his or
her Expenses from all other sources
of indemnification, including insurance
maintained by the University. In
no case will indemnification under this
Article be in an amount which, when
combined with the indemnification from
all other sources of indemnification,
exceeds the actual amount of Expenses
incurred by the Regent.
8.09 Actions Brought By Regent
The Board shall not be required to indemnify
a Regent in connection with an action,
suit, or proceeding brought by such
Regent unless such action, suit, or
proceeding was authorized by the Board
in advance and the Board expressly agrees
to such indemnification.
8.10 Actions Brought By Board
The Board shall not commence, and hereby
waives any right to commence, any action,
suit, or proceeding, for monetary damages,
against a current or former Regent,
for breach of the Regent’s fiduciary
duty, or relative to any act or omission
of the Regent, except as follows:
- Acts or omissions not in good faith
or that involve intentional misconduct
or knowing violation of law;
- An act or omission that is grossly
negligent; or
- A transaction from which the Regent
derived an improper personal benefit.
The Board shall not be required to
indemnify a Regent in connection with
an action, suit, or proceeding brought
by or on behalf of the Board against
the Regent.
8.11 Enforcement
If a claim for indemnification under
this Article is not paid in full by
the Board within ninety (90) days after
a written claim has been received by
the General Counsel, the Regent making
the claim may at any time thereafter
bring suit against the Board to recover
the unpaid amount of the claim, and,
if successful in whole or in part, the
claimant shall be entitled to be paid
also the expense of prosecuting such
claim.
8.12 Modifications
The right to indemnification set forth
in this Article shall be deemed to be
a contract right between the Board and
each Regent who serves in such capacity
at any time while this Article is in
effect, and any repeal or modification
of this Article shall not affect any
rights or obligations then existing,
with respect to any state of facts then
or theretofore existing, or any action,
suit, or proceeding theretofore or thereafter
brought or threatened based in whole
or in part upon any such state of facts.
8.13 Application
This Article applies to any Regent of
the University. The indemnification
provided for in this Article continues
as to a person who ceases to be a Regent,
and the rights and benefits of this
Article shall inure to the benefit of
the heirs, executors, administrators,
personal representatives, successors,
and assigns of Regents.
8.14 Severability
Each and every section, term, and provision
of this Article shall be considered
severable in that, in the event a court
finds any section, term, or provision
to be invalid or unenforceable, the
validity and enforceability, operation,
or effect of the remaining sections,
terms, and provisions shall not be affected,
and this Article shall be construed
in all respects as if the invalid or
unenforceable section, term, or provision
had been omitted.
8.15 Inquiries, Notices and Communications
All inquiries, notices, and communications
regarding this Article or related to
any action, suit, or proceeding for
which indemnification is or may be sought
pursuant to this Article shall be directed
to the Office of the General Counsel.
SCHEDULE
A TO BYLAWS OF
BOARD OF REGENTS OF EASTERN
MICHIGAN UNIVERSITY
Regents of Eastern Michigan
University
Committee Charter
Finance and Audit Committee
Finance and Audit (FA) Committee
Mission:
The FA Committee provides oversight
to the Board of Regents of the financial,
audit and investment performance, policies
and practices of Eastern Michigan University
by ensuring effective management of
the University’s revenues and
expenses, providing uncompromising stewardship
for the University’s financial
and capital resources and by providing
business and financial guidance to the
many different constituencies at the
University.
I. Responsibilities
of the FA Committee:
a. Finance
Responsibilities:
- Review and monitor the overall financial
health of the University
- Review and ensure that financial
policies are current and applicable
- Review university budgets, including
strategy, forecast projections, tuition/fees
and assumptions for State Appropriations
- Review building and capital needs
(including property acquisitions and
disposals) and the related debt program,
including structure, policy, strategy
and future capacity
- Review tax compliance and exposure
management
- Review all major contracts prior
to their being recommended to the
Board for action.
b. Investment
Responsibilities:
- Review investment policies and ensure
adherence to such policies
- Review performance of investments
compared to relevant benchmarks or
indices
c. Audit
Responsibilities:
- Be directly responsible for the
appointment, compensation and retention
of the University’s independent
internal auditor, review and approve
the annual internal audit plan, evaluate
annually the performance of the auditor,
and provide the auditor with direct
access to the FA Committee.
- Recommend to the Board the selection
of an external auditor, who shall
be appointed by the Board, evaluate
annually the performance of the auditor,
and provide the auditor with direct
access to the FA Committee
- Review with the administration and
the independent auditor the clarity
and completeness of the annual audit
of the university’s financial
statements and supplemental information. Review
and approve the annual statements
and supplemental information.
- Meet with internal and external
auditors at least three times per
year.
- Review annually the travel and hosting
expenses of the President and his/her
family.
- Review annually the compensation
plans, policies and programs (including
salary, benefits and perquisite benefits)
of the President and other “Key
Officers” as determined by the
FA Committee.
- Review annually with the independent
auditors the University’s Risk
Assessment and Risk Management policies
and procedures. Ensure that
the financial risk of lost assets,
operational risk of ineffective and
inefficient operations, compliance
risk of violating laws, regulations
and University policies and procedures
and reputational risk regarding public
relations matters are effectively
managed.
- Establish and provide on-going review
of the University’s procedures
for the receipt, retention and treatment
of complaints regarding accounting,
internal accounting controls or auditing
matters, or other matters of questionable
fiduciary and stewardship actions.
Ensure that confidential, anonymous
reporting mechanisms are in place
and that all employees, students and
other University stakeholders are
aware of their existence.
The aforementioned responsibilities
of the FA Committee may be modified
or supplemented as appropriate at any
time.
II. Composition
and Meetings:
The Chairperson of the Board of Regents
will appoint the Chairperson of the
FA Committee. The Vice President for
Business and Finance will act as the
staff liaison the FA Committee. All
appointments will be at the pleasure
of the Board Chairperson. The
FA Committee may, at its discretion,
hire financial expertise from outside
the University, subject to approval
by the Board.
The FA Committee will advise the Board
on matters pertaining to its oversight
areas and will present periodic reports
and recommendations, but will not have
the power to bind the Board on any matter. The
FA Committee may meet as often as necessary,
but not less than five times in a calendar
year (corresponding with regularly scheduled
Board meetings).
III. Resources
and Authority:
The FA Committee may investigate any
matter brought to its attention pertaining
to its oversight areas, with full access
to all books, systems, records, facilities
and personnel of the University. The
FA Committee may engage independent
counsel and other advisors as it determines
necessary to carry out its duties at
University expense.
IV. Adoption
of Chapter:
The Board of Regents has adopted this
Charter on March 21, 2006, and amended
this Chapter on June 23, 2009.
| Authority
for Creation or Revision: |
| Minutes
of the Board of Regents, September 17, 1975:
para. .1570M; May 22, 1985: para. .3103M;
May 19, 1992; para. .4557M; September 22,1992;
para. .4604M; January 26,1993; para. .4656M;
January 23, 1996; para. .5072M; June 20, 2000;
para. .5689M; March 18, 2003; para. .6099M;
March 16, 2004; para. .6251M; March 15, 2005;
para. .6422M; June 21, 2005; para. .6465M;
August 2, 2005, para. .6472M; March 21, 2006,
para. .6601M; ; June 19,2007 para. .6723M;
June 23, 2009: para |
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