THE BOARD of Lake Superior State University is vested with the authority to
govern this public institution of higher education by virtue of Section 6,
of Article 8, of the Constitution of the State of Michigan and Public Act 26
of 1969, as amended.
The distinctive location of this University, with its spectacular view of
international waters, underscores its natural history as a sentinel of centuries
of recorded and unrecorded maritime commerce. Nations of the world continue
to route friendly vessels past the historic campus; a hilltop sentry at the
nexus of Lake Superior and Lake Huron. Many prominent campus buildings formerly
served as part of the United States Army post, known as Fort Brady, which dates
back to 1822. Fort Brady prepared and provided for those earlier military guardians
of the nation, who served in the national defense of this challenging and strategic
region, rich in natural resources and splendor. Since 1947 this historic site
has expanded well beyond its original public purpose and now serves to broadly
educate its students for fulfilling lives and active stewardship of a free
and democratic society.
Trustees serve this young University with resolute dedication, mindful of,
and grateful to all predecessors; those educational pioneers who for more than
four decades labored so diligently to nurture a grand belief and idea into
maturity. Many energetic intellects have served, and many eager hands have
toiled, in order to forge an autonomous public institution of higher education
from the valiant remains of a handsome military outpost.
Now, Trustees act on behalf of the citizens of the State of Michigan to sustain
the ever-lengthening chronicle of educational progress and service. In their
stewardship, the Trustees intend to uphold and foster the highest standards
of human conduct and achievement for all members of the University community.
All University staff and students are encouraged to attain the highest standards
of academic excellence, and to demonstrate responsible and ethical standards
of conduct to sustain the common good of the University.
As a collegium, the Board of Trustees is pledged to upholding all principles
of law and sound government in performing its oversight responsibilities.
The Board encourages the University community to illustrate an ongoing and
shared respect for the dignity, personal safety and rights of all individuals,
irrespective of race, religion, color, national origin or ancestry, age, sex,
marital status, or disability.
Trustees are committed to providing access to the people of the State of Michigan
who meet prescribed University standards. In the same tenor, the Trustees welcome
qualified, out-of-state, Canadian and other international applicants to broaden
and thereby enrich this academic community.
The Board recognizes and honors the four decades of alumni whose lives have
been enhanced and enriched by the distinct and challenging experiences offered
and shared by all those associated with this University, past, or present;
all of its mentors, particularly the staff and the faculty.
The Board is especially grateful to benefactors, including those from this
international region, for their financial and personal assistance and support
in the development, growth and promising future of this youthful, yet superior
state university.
These Bylaws are promulgated to lend guidance and assistance to the University.
The Board of Trustees, the President and the entire University community are
bound by and shall uphold these Bylaws.
Section 1.01. Organizational and Regular Meeting Dates of the Board. The
organizational meeting of the Board shall be held each year (the first regular
meeting that is convened after the month of commencement graduation exercises
of the University) for the purpose of electing officers and the transition
of business. At the first meeting of the fiscal year, which commences July
1 and ends June 30, the Board shall establish the date, time and location
for regular meetings for the ensuing fiscal year.
Section 1.02. Location of Meetings. Meetings shall be held on the
campus or any other location designated by the Board.
Section 1.03. Special and Emergency Meetings. Special or emergency
meetings may be called by the Chair alone or upon the request of any three
Trustees. In addition to Public Notice, as required by law, notice of such
meetings shall be given by the Secretary, to the Trustees, which notice shall
designate the date, time, place and tentative agenda for the meeting, as
well as the manner by which the call for the meeting occurred.
Section 1.04. Notice of Regular Meetings of the Board. The Secretary
shall mail written notice to each Trustee at least ten (10) days prior to
each scheduled regular meeting. The Notice shall contain the agenda, time
and place of the meeting and all necessary information.
Section 1.05. Public Notice of Regular Meetings of the Board. The
Secretary shall give public notice of all meetings of the Board, as required
by law and these Bylaws. Public Notice shall be given by prominently posting
a copy of the notice at the principal office of the Board and other campus
locations. The notice shall specify the date, time and place of the meetings,
and the address and telephone number of the Board Office. Once each year,
the Secretary shall give public notice of the schedule of the Board's regular
meetings for that respective fiscal year, which notice shall include the
date, time and place of each meeting. Change or alteration of any information
contained in the original notice requires that the notice be posted anew
in the same manner.
Section 1.06. Public Access for Formal Meetings. A formal meeting
of the Board shall include at least a quorum of Board members and shall be
open to the public as prescribed by Mich Const Art 8 & 4. A formal meeting
is one which is convened for the purpose of memorializing final Board action
which is binding on the University.
Section 1.07. Communications to the Board. All communications to
the Board, seeking action by the Board, must be submitted in writing to the
Secretary at least fourteen (14) days prior to the next regular meeting unless
an emergency is demonstrated, requiring a waiver of this process by the Chair.
Section 1.08. Agenda for Meetings. A tentative agenda shall be prepared
in advance of each meeting by the President, in conjunction with the Secretary
and the Chair. The agenda, together with all supporting documents, shall
be furnished to each Trustee in accordance with the provisions of Section
1.04. above. Any Trustee, as a matter of right, may cause an item of business
to be placed on the tentative agenda of the upcoming meeting by notifying
the Secretary. Upon Board approval, the President shall be excused from full
compliance of the rules under subsection 1.04. whenever critical issues require
Board deliberation.
Section 1.09. Rules of Procedure. The rules of customary parliamentary
practice contained in Robert's Rules of Order, Newly Revised, shall govern
Board proceedings.
Section 1.10. Approval of Agenda. Board action for agenda approval
shall occur at the beginning of each meeting; however, the order of items
may be altered by the Chair. In addition to the provisions of Section 1.08.,
any Trustee, as a matter of right, may augment the agenda of a meeting under "Other
Business" with items of business for action at that meeting.
Section 1.11. Reports and Resolutions. Prior to regular Board meetings,
reports of executive officers and proposed formal resolutions shall be presented
and distributed in writing.
Section 1.12. Records of Meetings. Minutes of the proceedings of
the Board shall be kept by the Secretary or a Board designee. Proposed minutes
of each meeting, upon completion, shall be forwarded immediately to the Trustees.
Thereupon, minutes shall be considered for approval with any modification
and required revisions at the next regular meeting.
ARTICLE II
SECTION 2.00 QUORUM AND VOTING PROCEDURES
Section 2.01. Quorum. A quorum for any meeting shall be a majority
of Trustees appointed and serving. Whenever any vacancy shall occur in the
Board of Trustees by reason of death, resignation or otherwise, a quorum
for the transaction of business shall be a majority of the members of the
Board then in office.
Section 2.02. Voting. Ayes and nays shall be called and entered
upon each vote. Affirmative action of the Board requires a majority vote
of the members in attendance at a duly constituted meeting, except where
a greater number is required by these Bylaws.
Subsection 2.02 (a). To adopt the operating budget, appoint or dismiss
the President, establish tuition, and other motions that the Board from time
to time may specify, requires a vote of a majority of the Trustees appointed
and serving.
Subsection 2.02 (b). Action on all motions to adopt the operating
budget, establish tuition and room-and-board rates, buy or sell real property,
or other motions deemed appropriate by the Chair, or any Trustee, shall be
by roll-call vote.
ARTICLE III
SECTION 3.00 BOARD OFFICERS
Section 3.01. Election of Board Officers. At each organizational
meeting, the Board, by majority vote of the Trustees appointed and serving,
shall elect the following:
Subsection 3.01 (a). For a term of one year, elect and install all
Board officers, a Chair, Vice Chair, Second Vice Chair, Secretary, and Treasurer.
Subsection 3.01 (b). Board officers shall hold office until their
respective successors are elected and installed. Vacancy in any office, except
as provided in Section 3.02 (b) below, shall be filled for the unexpired
term of the previous holder of that office by a majority vote of the Trustees
appointed and serving.
Section 3.02. Duties of the Officers. The officers of the Board
shall perform the duties expressly enjoined upon them by the laws of the
State of Michigan, by these Bylaws, by any guidelines established by this
Board, by parliamentary custom and practice, and such other incidental duties
as may be deemed traditional within each respective office. Enumerated duties
of the respective officers of the Board are the following:
Subsection 3.02 (a). The Chair shall preside at Board meetings.
Subject to the provisions of Article I, Section 1.03. above, the Chair may
call the Board into special session when deemed appropriate, whether by the
Chair's election or upon the petition of three Trustees.
Subsection 3.02 (b). Whenever the Chair is absent, incapacitated
or otherwise temporarily unavailable, the Vice Chair shall assume the role
of acting Chair and preside at Board meetings; whenever the Chair and Vice
Chair are both absent, the Second Vice Chair shall act as Chair and preside.
Subsection 3.02 (c). Whenever the Chair, Vice Chair, and Second
Vice Chair are all absent from any meeting, the Trustees present at the meeting
shall elect a Chair, pro tempore.
Section 3.03. Filling Unexpired Terms. Election to fill the unexpired
term of an office that becomes vacated shall be by a majority vote of the
Trustees appointed and serving.
ARTICLE IV
SECTION 4.00 ADMINISTRATIVE OFFICERS
Section 4.01. President. The Board shall appoint a President to
serve as chief executive officer of the University and as an ex officio,
non-voting Trustee of the Board.
Subsection 4.01 (a). The President occupies the leadership role
in fostering and promoting education, research and public service.
Subsection 4.01 (b). The President shall exercise powers which inhere
to the position, with an aim of promoting, supporting and otherwise protecting
the common good of the University.
Subsection 4.01 (c). The President shall manage and direct all University
affairs, subject to and within the confines of, the policies and directive
of the Board.
Subsection 4.01 (d). The President may issue directives and executive
orders in consonance with existing Board policies and shall implement all
Bylaws, rules, regulations and directives of the Board.
Subsection 4.01 (e). The President shall oversee the preparation
of an annual operating budget to be submitted and recommended to the Board.
Subsection 4.01 (f). The President shall exercise such other powers,
duties, and responsibilities as are essential to the performance of all enumerated
duties expressly and occasionally delegated by the Board.
Subsection 4.01 (g). Although ultimate responsibility rests with
the President, he or she may delegate authority to members of the University
Administration, faculty and staff.
Subsection 4.01 (h). Delegating of major areas of authority, as
may be defined by the Board, must have the prior consent of the Board.
Subsection 4.01 (i). The President is charged with the duty of developing,
maintaining and promoting protocol in relations with the Trustees.
Subsection 4.01 (j). All substantive communiques which are disseminated
to Trustees by the Administration must have the prior review of the President,
and so attested by his or her additional signature placed thereon; and although
authority to undertake any given task may be delegated by the President,
the responsibility of assuring competency and reasonable accuracy of any
such communique rests solely with the President.
Subsection 4.01 (k). The President serves at the pleasure of the
Board and should a vacancy in the presidency occur, the Board shall appoint
an acting president until a successor is appointed and serving.
Subsection 4.02. Secretary of the Board. The Secretary of the Board
shall perform the following duties:
Subsection 4.02 (a). Keep all records of the transactions of the
Board;
Subsection 4.02 (b). Keep the minutes of each regular and special
meeting of the Board and disseminate all minutes to the Trustees;
Subsection 4.02 (c). Give written notice to each Trustee of approved
changes in the date, time and place of all meetings of the Board; and
Subsection 4.02 (d). Perform such other duties as from time to time
may be designated by Trustees and the Board.
Section 4.03. Treasurer of the Board. The Board shall appoint a
Treasurer with the authority and responsibility to administer financial matters
within the aegis of the board. The Treasurer shall file to the account of
the University a surety bond in a sum not less than the amount of money likely
to be in the Treasurer's possession.
Section 4.04. Secretary-Treasurer. The Board may appoint one person
to serve as both Secretary and Treasurer.
Section 4.05. Limitation of Powers. No officer shall have the power
to incur obligations or to dispose of the Board's real and substantial property
and funds except pursuant to Board action.
ARTICLE V
SECTION 5.00 RESPONSIBILITIES AND RESERVE AUTHORITY
Section 5.01. Powers the Board Shall Exercise. The Board shall overtly
exercise all powers deemed essential to governing the University; and several
by way of example and not limitation are here listed:
(a). appointment and removal of the President;
(b). assessing the President's performance;
(c). adoption, revision or reaffirmation of the mission, goals, objectives
and priorities of the University;
(d). assessing University programs, including curricular offerings, to assure
compliance with established Board policy and to assure that such programs
meet all appropriate standards, and upon careful analysis, propose approval,
change or deletion;
(e). maintaining financial solvency and protecting and preserving the assets
of the University; and
(f). preserving institutional autonomy and independence; and
(g). maintaining University relationships.
Section 5.02. Final Authority Reserved to the Board. The Board of
Trustees, being a body corporate with statutory responsibility to govern
the University, is ultimately responsible for all University affairs; and
the Board upon proper notice and at its discretion may act as a final appeal
board.
Section 5.03. Performance, Evaluation and Personnel Management. The
Board retains authority and oversight powers in the following:
(a). developing procedures for both evaluating and assessing the performance
of all aspects of the presidency;
(b). granting tenure and promotion in academic rank and approving sabbatical
leaves.
Section 5.04. Bylaws. The Board retains authority to exercise oversight
powers in adopting and modifying these Bylaws.
Section 5.05. Financial Matters. The Board retains authority to
exercise oversight powers over the following:
(a). approval of operating and capital outlay budget requests that are submitted
to the State;
(b). approval of the annual operating budget;
(c). establishment of all tuition and student fees;
(d). review of all endowments prior to acceptance;
(e). acceptance of all private, State, Federal, and institutional grants
and gifts;
(f). appointment of the external auditing firm;
(g). the annual financial audit; and
(h). investment policies.
Section 5.06. Contracts. The Board retains authority to exercise
oversight powers over the following:
(a). approval of proposed collective bargaining position, strategies and
negotiations, as well as approval of the agreements that may result; and
(b). contract policy, with component authority to be delegated to the President.
Section 5.07. Student Policy, Degrees and University Programs. The
Board retains authority to exercise oversight powers over the following:
(a). the criteria for residence and non-residence classifications, for assessing
tuition rates;
(b). all admission and retention policies;
(c). the assessment of programs, including approval to delete academic programs;
(d). all policy governing intercollegiate programs, including intercollegiate
athletics;
(e). the conferral of degrees and the granting of diplomas; and
(f). the approval of the recipients of honorary degrees and special awards.
Section 5.08. University Property. The Board retains authority to
exercise oversight powers in the:
(a). naming of facilities and memorials;
(b). authorizing all entry into property and facility leases, as lessor or
lessee, which are longer than one year's duration; and
(c). establishing the sale and purchase price of real property, and authorizing
the conveyancing thereof.
Section 5.09. Board Trustees Ineligible for Certain Posts. No Trustee
while serving shall be eligible for appointment as Secretary or Treasurer
of the Board, or be employed by the University.
ARTICLE VI
SECTION 6.00 AUTHORITY
Section 6.01. Authority to Act. The authority of the Board is conferred
upon it as a body corporate; accordingly, decisions and directives must solely
emanate from Board action.
ARTICLE VII
SECTION 7.00 OWNERSHIP OF PROPERTY RIGHTS
Section 7.01. Property Rights Relating to Research, Publications and
Other Employment Activities. Patents and copyrights issued or acquired,
as the result of, or in connection with, efforts extended by the University
through administration, research, or other educational activities conducted
by University employees with concomitant direct or indirect support by
funds administered by the University, regardless of the source of such
funds, shall be the property of the University, including all royalties
or other revenue derived therefrom.
Subsection 7.01 (a). Computer software created by employees of the
University in connection with administration, research or other education
activities with concomitant direct or indirect support by funds administered
by the University, regardless of the source of such funds, shall be the property
of the University. Such computer software may be made available by appropriate
process for use on a nonexclusive basis by those who pay established charges
to reimburse the University for the costs of development, distribution and
reproduction.
Subsection 7.01 (b). Patents, copyrights, and property rights in
computer software resulting from activities which have received no support,
direct or indirect, from the University shall be the property of the inventor,
author, or creator thereof, free of any limitation which might otherwise
arise by virtue of University employment.
Subsection 7.01 (c). In cases which involve both University supported
activity and independent activity by a University employee, patents, copyrights,
or other property rights in resulting work products shall be owned as agreed
upon in writing and in advance of an exploitation thereof by the affected
employee and the University, with the final approval of the Board of Trustees.
Subsection 7.02 (d). Provisions of this section may be modified
through agreement of the University with a third party sponsor or provider
of funds, in which the University's agreement with such sponsor or provider
shall control.
ARTICLE VIII
SECTION 8.00 CONFERRING OF HONORARY DEGREES
Section 8.01. Criteria Related to the Conferring of Honorary Degrees. Upon
nomination by the President or individual Trustees, the Board from time to
time, may confer honorary doctoral degrees, in recognition of distinguished
accomplishment and service in the arts and letters, sciences, business, industry,
labor, the professions and public service.
Section 8.02. Ineligibility to Receive Honorary Degrees. No person
shall be eligible for an honorary degree while serving as an executive officer
or other employee of the University.
ARTICLE IX
SECTION 9.00 COMMITTEES
Section 9.01. Standing Committees. Standing committees of the Board
are as follows:
(a). the personnel committee, prior to board action, shall review and make
recommendations on all human resource issues.
(b). the finance committee, prior to Board action, shall review and make
recommendations on all matters of fiscal and financial import on the University;
and
(c). the academic and student affairs committee, prior to Board action, shall
review and make recommendations on all academic programs and student affairs
programs.
Section 9.02. Special Committees. The Board of the Chair may establish
special committees.
Section 9.03. Appointments to Committees. All committee chairs,
trustees, and ex officio members shall be appointed by the Board Chair, except
the Nominating Committee which shall be selected by the Board, and the Chair
of the committee shall be elected by committee members.
Section 9.04. Committee Members. Committees function to make recommendations
for full Board consideration and action, and committee proceedings are governed
by rules established by the Board. Minutes shall be kept of all standing
committee meetings and distributed to all Trustees.
Section 9.05. Committee Business. Committees function in an advisory
capacity. Committees are not vested with final authority to resolve issues.
Issues that rise to the level of recommended resolve through committee deliberation
shall be placed on the agenda for Board action.
ARTICLE X
SECTION 10.00 PROCEDURES AND REQUIREMENTS OF NOTICE FOR
AMENDMENT OF THE BYLAWS
Section 10.01. Notice Requirement for Amendment to Bylaws. Bylaws
may be amended at any meeting by a two-thirds majority vote of the Trustees
appointed and serving, provided the amendment was submitted to the Board
at its previous meeting.
Section 10.02. Procedure for Consideration of Amendments. Proposed
amendments to Bylaws shall be written in the form of resolutions and submitted
to the Secretary, who shall thereupon give written notice by mail of such
resolutions to each Trustee.
Section 10.03. Bylaw Resolutions. Proposed Bylaw amendment resolutions
that fail to carry, when submitted to the Board for action, may not be resubmitted
for six months, unless the Board by a two-thirds majority of the Trustees
appointed and serving, vote to override the prohibition relative to any specific
proposed amendment. In the event of Board approval for the reconsideration
of a previously rejected amendment to the Bylaws, the matter must be resubmitted
in accordance with the provisions of Article X, Section 10.01. and 10.02.
ARTICLE XI
SECTION 11.00 BYLAWS SUBJECT TO CONTRACTS AND
PROVISIONS OF LAW AND STATUS OF PRIOR BYLAWS
Section 11.01. Precedence of Bylaws. Provisions of these Bylaws
shall take precedence over tradition, custom and the practice of this University
where conflict exists; however, federal and State statutes and applicable
cases made and provided, as well as contracts and collective bargaining agreements
of this University may operate to alter, modify, abridge or extend the force
of rules hereof to which these Bylaws are subject.
Section 11.02. Repeal of Prior Bylaws. All previously enacted Bylaws
are repealed, effective on the date of adoption of these Bylaws.
