Bylaws

LONGWOOD UNIVERSITY BOARD OF VISITORS BYLAWS

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.

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 shall report a recommendation of Rector, Vice Rector, Secretary, and at large member of the Executive Committee at the annual meeting. Nominations by other members of the Board may be made 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 such 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.
4. Residency. The Rector or the Vice Rector, or both, shall be a resident of the Commonwealth.

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 an ex officio member of all committees of the Board.

The Rector shall have the power to appoint all 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 imminent, 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 pass to 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  delivered to Board members within ten working days after the meetings and that the minutes indicate the names of the persons making and seconding motions. The Secretary or his designee shall promptly post minutes of Board meetings on the Longwood University website. 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 bylaws, 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

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.  The Secretary shall ensure that each Board member receives notice of meetings at least seven 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.

Section 6. Unless otherwise exempted by state or federal law, all meetings of the Board or Board committees shall be open to the public.

Section 7. The Board shall notify and invite the Attorney General’s appointee or representative to all meetings of the Board, executive committee, and Board's committees.

Section 8. All votes of the Board, executive committee, or Board's committees shall take place in an open meeting.

ARTICLE IV.

Access to the Board of Visitors

The Board of Visitors wishes to encourage communication among all constituencies of the University community. Accordingly, each meeting of the Board shall include an opportunity for members of the public and University community to address the Board. Anyone wishing to address the Board shall notify the Office of the President at least 72 hours prior to the scheduled Board meeting.

ARTICLE V.

Committees

Committee meetings may be called by the chairman, 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.  At any meeting of the committees, the chair or vice chair and one other committee member shall constitute a quorum.  To be effective, any action of the committee must be authorized by the affirmative vote of a majority of the members thereof present at the meeting.

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.

Section 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.

Section 2. The Audit Committee. The Audit Committee shall consist of the members of the Executive Committee. The Audit Committee shall review and approve the annual audit plan.  The chairman shall report to the full Board and will serve as reviewer in the evaluation process of the Internal Auditor.

Section 3. Ad Hoc Committees. The Rector may appoint ad hoc committees as necessary.

Section 4.Other Committees.  In consultation with the Board , the Rector may appoint such other standing committees as 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. 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 3. The Board shall evaluate the performance of the President at regularly scheduled intervals, to be determined by the Rector and the President. Prior to such evaluation, the Executive Committee shall prepare a written evaluation which will be presented to the full Board of Visitors. The Rector will present the evaluation to the President. The Rector shall advise officials of the University and the Longwood University Foundation, Incorporated, as appropriate, of the results of such performance 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 Internal Auditor shall provide reports to the full Board. The Board alone has the duty to hire or terminate the Internal Auditor. Any change in employment status by the Internal Auditor must be submitted to the Rector. The Rector shall immediately notify the other Board members of such change in employment status. 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.

ARTICLE VIII.

Names of Buildings

The names of all buildings, rooms and outdoor areas must be approved by the Board.

ARTICLE IX.

Real Estate

The Board shall approve the sale, exchange, or 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.

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.

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 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 bylaws 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.

ARTICLE XVI.

Removal of Board Members

The Governor may remove any Board member from office for malfeasance, misfeasance, incompetence, or gross neglect of duty. If any member of the Board fails to attend (i) the meetings of the Board for one year without sufficient cause, as determined by a majority vote of the Board, or (ii) the educational programs required by Virginia Code § 23.1-1304 in his first two years of membership without sufficient cause, as determined by a majority vote of the Board, the remaining members of the Board shall record such failure in the minutes at its next meeting and notify the Governor, and the office of such member shall be vacated.

Revised March 2017