Board of Trustees: Bylaws: Article II, Officers

Section 1. Chair and Vice Chair

II.1.1

At the first formal session of each calendar year (“annual meeting”), the Board shall elect, by majority vote of those present, a chair and vice chair who shall serve for a term of one year, on a rotating basis, by seniority, or as otherwise determined by the Board.

Section 2. Election of Other Officers

II.2.1	The Board shall also elect at each annual meeting, upon nomination by the president, a secretary and an assistant secretary, a treasurer, and an assistant treasurer. The secretary, treasurer, assistant secretary and assistant treasurer shall be university staff members and each shall serve at the pleasure of the board.
II.2.2	All officers shall hold office until their successors are elected, until an office is vacated, or until the last day of employment as a university staff member, whichever is earlier.
II.2.3	A vacancy in any office, except as provided in II.3.3, may be filled for the unexpired term of the previous holder of the office by a majority vote of the members in attendance at any meeting. The person elected to fill the vacancy may still hold a full term of office if so elected by the Board at the next annual meeting.

Section 3. Duties of the Officers

II.3.1	The officers of the Board shall perform the duties expressly required of them by Michigan law, these bylaws, and Board directives, and shall also perform such other incidental duties as may pertain to their respective offices.
II.3.2	The chair of the Board shall preside over all meetings of the Board, except as otherwise provided for in these bylaws. The chair shall, subject to the provisions of Article I of these Bylaws, call the Board into special session at such times as it is deemed desirable or necessary, or any time upon the petition of three members of the Board.
II.3.3	The vice chair of the Board shall, in the absence of the chair or in the event that the office of the chair becomes vacant, act as chair of the Board.
II.3.4	In the event of the absence of the chair and vice chair, the members of the Board in attendance at any meeting shall elect a chair pro tempore who shall be the most senior trustee in length of service on the Board.
II.3.5	The treasurer and assistant treasurer shall advise the Board and the president regarding the university’s financial matters, and on behalf of the Board are authorized to execute legal and financial documents which are in the best interests of the university.
II.3.6	The secretary of the Board shall perform those duties as designated by the Board, these bylaws, and other Board policies and directives. In the absence of the secretary, the assistant secretary shall perform the duties of the secretary.

Section 4. Administrative Officers

II.4.1	President. The Board shall, as often as necessary, elect a president of the university. The president shall serve at the pleasure of the Board, unless otherwise agreed to in writing. The president shall be ex-officio a member of the board without the right to vote. At the discretion of the Board, the Board may designate the president to preside at Board meetings.
II.4.2	President’s Powers and Duties. The president shall be the chief executive officer of the university. In addition to the duties and functions otherwise provided for in these bylaws, the president shall exercise such general powers not inconsistent with the applicable laws of the State of Michigan and these bylaws as are inherent in a chief executive, including, without limitation, leading in fostering and promoting education, research, and service as the primary aims of the university; promoting, supporting, and protecting the interests of the university; and managing and directing its affairs, subject to the control of the Board. The president may issue directives and executive orders in accordance with existing Board policies and shall be responsible for the implementation of all bylaws, rules, regulations, and directives of the Board and for the implementation of all policies established by the Board. The president shall have the authority to structure the university’s administration as the president deems appropriate, including the authority to create, restructure, and eliminate vice presidential and other administrative positions. The president shall recommend to the Board for its approval the appointment and termination of those employees whose appointments and terminations have been designated by Board policy or directive as requiring board approval, with the effective dates of approved appointments and dismissals being determined by the president. The president shall instruct the proper administrative officers to prepare an annual budget which, upon the president’s approval, shall be recommended to the Board; shall be responsible for the preparation of the annual reports to the Board; shall be authorized to sign all legal documents on behalf of the Board of Trustees which the president deems to be in the best interests of the university, and shall exercise such other powers, duties, and responsibilities as are delegated or required by the Board of Trustees. Unless otherwise directed by the Board, any authority or responsibility of the president may be delegated by the president to any other university employee. Delegation of major areas of authority or responsibility shall have the prior consent of the Board of Trustees. In case of a vacancy in the office of the president, the Board shall appoint immediately an acting or interim president for the intervening period of time.
II.4.3	Executive Officials/Senior Administrative Officers. Executive officials/senior administrative officers shall consist of the provost, vice presidents, the secretary of the Board, and other officials as determined by the president. Terms and conditions of employment shall be set forth in other policies or directives of the Board and the president. Executive officials and senior administrative officers, with the exception of the secretary to the Board, shall serve at the pleasure of the president; but their appointments and dismissals are subject to the approval of the Board and in accordance with these bylaws and other policies and directives of the Board.

Section 5. Incurring obligations of the Board

II.5.1

No officer shall have the power to incur obligations or to dispose of the Board’s real and substantial other property and funds, except in accordance with the law and these bylaws.

Section 6. Record of Formal Sessions

I.6.1	Minutes of the formal sessions of the Board shall be kept by the secretary to the Board or by the secretary’s designee.
I.6.2	The minutes of each formal session shall be distributed to each member following the meeting and shall be eligible for approval, as prepared by the secretary or as modified by Board action, at the next regular formal session.