LONGWOOD UNIVERSITY BOARD OF VISITORS BYLAWS

ARTICLE I.

Corporate Name and Governing Body

The General Assembly has established a public corporation composed of the Board of Visitors of Longwood University known as "The Visitors of Longwood University." The Board is the governing body of the University and is composed of thirteen members appointed by the Governor and confirmed by the General Assembly. The qualifications, terms, powers and duties of members of the Board are established by law. Members of the Board may be removed from office by the Governor as provided by law. (See Sections 2.1 43 and 23 182 through 23 191 of the Code of Virginia (1950), as amended).

ARTICLE II.

Officers of the Board

Section 1. Officers. Officers of the Board of Visitors of Longwood University shall consist of a Rector, Vice Rector, and a Secretary.

Section 2.

1. Election. The officers shall be elected at the annual meeting of the Board and
   serve until the succeeding annual meeting. Prior to the annual meeting of the Board, the Rector shall appoint a nominating committee of no fewer than three members. The nominating committee will report a recommendation of Rector, Vice Rector, Secretary, and at large member of the Executive Committee at the annual meeting. Other nominations may be made from the floor in open session. The vote of all members shall be evidenced in open session by hand or voice vote. The election shall continue until a nominee has received a majority of the votes of the Board membership. The President of the University shall serve as the presiding officer over the election until the election of the Rector is accomplished unless the Board directs otherwise.
2. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired term, following the procedures for regular elections, at the next regular meeting or a special meeting called for this purpose.
3. Term. No member of the Board shall be eligible to serve more than two consecutive terms in office as Rector, Vice Rector, or Secretary.

Section 3. The Rector. The Rector shall preside at all meetings of the Board of Visitors. In his* absence, the Vice Rector will preside. Together with the Secretary, the Rector shall execute all papers to which it is necessary to affix the seal of the University. The Rector shall be a member ex officio of all committees of the Board.

The Rector shall have the power to appoint all standing committees (except the Executive Committee), and require the proper preservation of a record of the Board's proceedings by the Secretary. Upon the request of the Board, he shall act as its spokesman or representative. He shall perform such additional duties as may be required by law or by the direction of the Board.

Whenever the office of the President becomes vacant or a vacancy is impending, the Rector shall appoint a special committee from among the membership of the Board to seek and recommend to the Board a person to fill the vacancy. This special committee may be chaired by the Rector, and the committee shall consist of no fewer than five members.

Section 4. The Vice Rector. In the absence or inability of the Rector to discharge the duties of his office, all the duties pertaining to the office of Rector shall devolve upon and be executed by the Vice Rector.

Section 5. The Secretary. The Secretary shall see that a faithful record of all proceedings and actions of the Board and its committees are properly recorded and maintained; shall give notice of time and place for holding meetings; and shall see that all documents entrusted to his care are filed and safely kept at the University. The papers so preserved shall at all times be available for inspection by members of the Board. The Secretary shall see that minutes of Board meetings are mailed to Board members within ten working days after the meetings and that the minutes indicate the names of the persons making and seconding motions. In the absence or inability of the Secretary to discharge the duties of his office, the Vice Rector shall perform the duties of Secretary.

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*The masculine pronoun, used throughout the by laws, is intended to denote both sexes.

ARTICLE III.

Meetings

Section 1. The annual meeting of the Board shall be held at the June meeting. Other regular meetings of the Board for the ensuing year shall be established at the annual meeting. The Board may subsequently reschedule such meetings. These meetings may be held off campus at the discretion of the Board. No Board meeting may be changed without the consent of the majority of the Board.

Section 2. Special meetings of the Board may be called by the Rector or by any three Board members and shall be held at such dates, times, and places specified in the call for the special meeting. No matter may be considered at any special meeting which was not included in the call, except by a two thirds vote of the members present at such meeting.

Section 3. Notice of regular meetings and of special meetings shall be mailed by the Secretary to the address of each member as contained in the current edition of the Board manual at least seven calendar days prior to such meeting.

Section 4. A quorum at any meeting of the Board shall consist of a majority of all of the members then in office. Unless otherwise provided by law or these bylaws, a majority of such quorum shall decide any question which may come before the meeting.

Section 5. The parliamentary procedures of the Board shall be governed by Robert's Rules of Order Newly Revised.

ARTICLE IV.

Access to the Board of Visitors

The Board of Visitors wishes to encourage communication among all constituencies of the university community. Such communication can be best achieved through formalized channels. In accordance with traditional academic practice, the Board designates the Office of the President as the channel to be used for those desiring contact with the Board.

ARTICLE V.

Committees

The following standing committees of the Board shall be appointed by the Rector at the annual meeting of the Board, for a term of one year, except as may be otherwise provided herein. At any meeting of the committees, the chair or vice chair and one other committee member shall constitute a quorum, but any action of the committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present at the meeting. Meetings may be called by the chairman, President, Rector, or two committee members thereof. The Rector shall appoint the chair of each committee, and the chair of each committee shall appoint a vice chair to substitute for him when necessary.

Notice of committee meetings must be sent to all members of the Board and the President at least seven calendar days prior to the meeting. All members of the Board and the President shall have the privilege of attending all committee meetings

1. The Executive Committee. The Executive Committee shall consist of the officers of the Board, a member at large and the outgoing Rector. The Executive Committee shall meet between regular meetings of the Board or at the call of the Rector. The Committee shall report its actions to the full Board at the Board's next meeting, regular or special.
2. The Audit Committee. The Audit Committee shall consist of the members of the Executive Committee. The Committee and the full Board shall receive and review reports from the Internal Auditor at each Board meeting. The Committee is required to meet with the Auditor of Public Accounts prior to and preceding each annual audit. The chairman shall report to the full Board and will serve as reviewer in the evaluation process of the Internal Auditor.

3. Ad Hoc Committee. The Rector may appoint ad hoc committees as deemed necessary.

ARTICLE VI.

The President of the University

Section 1. The Board shall appoint the President of the University who shall serve at the pleasure of the Board. The President shall be the chief executive, administrative and academic officer of the University.

Section 2. The powers and duties of the President of the University are as follows:

1. Submit an annual report concerning the affairs of the University in a form to be deter-mined by the Board.
2. Appoint, promote, tenure and set salary for the faculty, pursuant to Board policies and within the salary schedule approved by the Governor and by the Board. The President shall have the power to establish and modify as he deems necessary the internal administrative structure and procedures of the University and shall appoint, or provide for the appointment of, all administrative officers except for the Vice Presidents who shall be appointed by the Board upon recommendation of the President, making a report of his actions thereon to the Board at the next meeting. The Board of Visitors shall appoint, on nomination of, and with the concurrence of the President, the Vice Presidents of the University, all of whom are directly responsible to the President.
3. Appoint and oversee the Director of Intercollegiate Athletics.
4. Adjust the salaries of classified personnel for inequities when the salary scales are regarded by the Department of Personnel and Training.
5. Create new positions including faculty, administrative officers and classified personnel as may be authorized by law.
6. Establish policy, subject to prior approval by the Board, for tenure and leaves of absence for faculty and other personnel except those subject to regulations of the Department of Personnel and Training.
7. Dismiss, suspend, or discipline faculty members and other personnel for cause in accord with applicable policies and regulations.
8. Report, when and as required by law, to the Department of Personnel and Training all appointments, promotions, transfers, salary and salary funding changes, and separations.
9. The President shall operate the University in accordance with law and policies of this Board and the Governor. The President shall also have such other responsibilities as the Board may, from time to time, require.
10. The President will conduct an annual performance evaluation of the internal auditor. The chairman of the Audit Committee will serve as reviewer in the process

Section 3. Personnel actions by the President relating to the faculty, administrative officers, and classified personnel will be included in the scheduled reports submitted to the Board.

Section 4. Evaluation of the President. The evaluation of the President will occur at regularly scheduled intervals, to be determined by the Rector and the President. The Executive Committee will examine and analyze all data and prepare a written, summative evaluation that will be presented to the full Board of Visitors at the Spring meeting. The Rector will present the evaluation to the President. To link the evaluation process with the salary adjustment process, the Rector will also advise the Budget Committee of the Longwood University Foundation, Incorporated, of the results of the evaluation.

ARTICLE VII.

Internal Auditor

Section 1. The Board shall appoint the Internal Auditor for the University who shall serve and report directly to the Board, while reporting administratively to the President. The Board alone has the duty of hiring or terminating the Internal Auditor. Any change in employment status by the Internal Auditor must be submitted to the President and the Rector. Other Board members shall be notified immediately by the Rector or the President. When there is a vacancy in this position, the Rector shall appoint a committee to seek and recommend a person to fill the vacancy. The final candidates shall be interviewed by the Board of Visitors Executive Committee.

Section 2. The powers and duties of the Internal Auditor are as follows: to

1. Develop and maintain internal audit programs in the University in order to ensure that the assets are subject to appropriate internal management controls.
2. Conduct such audits as may be necessary to insure accurate accounting and reporting of financial transactions by the various departments of the University and to insure the proper safeguarding of the University assets, such to be conducted in accordance with the guidelines established by the Department of the State Internal Auditor, the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing, and all applicable laws, rules and regulations.
3. Report to the Audit Committee the status of audit activities.
4. Perform such other duties as the Board may deem appropriate and in conformity with normal and customary functions of an Internal Auditor.

ARTICLE VIII.

Names of Buildings

The permanent names of all buildings must be approved by the Board. The Board also must approve permanent names assigned to rooms, sections of buildings, and outdoor areas and facilities.

ARTICLE IX.

Real Estate

The Board must approve the sale, exchange, or other disposal of all real estate belonging to the University. Approval of the Governor and other appropriate State agencies shall be obtained when necessary.

 ARTICLE X.

Curriculum

The Board shall approve all degree programs for the University. Within the academic framework established by the Board, undergraduate and graduate courses of study shall be approved by the President, and shall then be published as the authorized curricula of the University.

ARTICLE XI.

Admissions and Degrees

Section 1. The President shall recommend to the Board, for its approval, all entrance requirements and admissions policies for students. The President shall, on behalf of the Board, confer and award degrees upon the successful completion of all required degree work.

Section 2. The Board delegates general authority to the President to award unfunded scholarships to undergraduate students and to award State student loan funds to undergraduate students in conformity with the law and Federal student loan funds as they become available.

Section 3. The Board may award honorary degrees to recognize outstanding service or contributions to the University. Such recognition will be considered only in exceptional circumstances. Procedures for selecting recipients will be determined by the Board.

ARTICLE XII.

Long Range Planning

Section 1. The Board may require the President to prepare for its approval a long range master plan covering all operations of the University and taking into account current and future needs of the University.

Section 2. Any site plan for the University must be approved by the Board; once approved, it remains the official site plan until modified by the Board. The President has authority, after securing approval of the Board and the Governor, to purchase or acquire any of the properties included in the plan for which there are available funds.

ARTICLE XIII.

Budget and Finance

Budgets for the University must be approved by the Board prior to presentation to any
other State agency.

ARTICLE XIV.

Faculty, Student, and Alumni Representatives

A designated faculty member (elected by the faculty), the President of the Student Body, the President of the Alumni Association, a representative of the Longwood Foundation Board, and a representative of the Real Estate Foundation may sit with the Board in open session (and in closed session by invitation of the Board), and when recognized by the Rector for such purpose, they may speak on matters of which they have special knowledge and ask questions which may be of concern to the entities they represent. They are not deemed to be members of the Board and they shall have no vote.

ARTICLE XV.

Amendments

The by laws may be amended or repealed by a majority vote of the members of the Board at any annual, special, or regular meeting of the Board when notice of proposed amendment or repeal has been given in the notice of the meeting as provided for in Article III. Unless otherwise directed by the Board, these by laws and all amendments, revisions or additions thereto shall go into effect immediately upon adoption.

 

(Revisions approved by the Board June 10, 2010.)