The Catholic University of America

Archived June 2006


Faculty Handbook Part I
The Government of the University
Current Governing Documents

Section 6: Bylaws of the University

Approved by: Board of Trustees
History: Issued
Revised -- March 21, 2006

Responsible Official:

Additional History

Vice President & Chief of Staff (202)319-5100


SECTION I - MEMBERSHIP

The membership of this corporation shall consist of the members of the Board of Trustees.


SECTION II - THE BOARD OF TRUSTEES

1. The determination of policy and the supervision of the management of the corporation and the control and disposal of its property and funds shall be vested in the Board of Trustees whose total number shall not exceed fifty (50), of whom two (2) hold membership by right of office and forty-eight (48) are members elected for specific terms. The chancellor of the university shall be a member of the Board of Trustees during the period in which he holds the Office of Chancellor. The president of the university shall be a member of the Board of Trustees during the period in which such person holds the Office of President. The remaining forty-eight (48) (except for the cardinals who are diocesan bishops as set forth in Par 1.a. below) will serve for a specific term, not more than four (4) years in duration. Of these forty-eight (48) elected members, twenty-four (24) shall be clerics and twenty-four (24) shall be laypersons. Of the required twenty-four (24) elected clerics, at least eighteen (18) shall be members of the United States Conference of Catholic Bishops.


a. Cardinals who are diocesan bishops in the United States shall normally be counted among the clerical members of the Board of Trustees, but they may resign or decline to serve. Because of their office, their membership shall not be subject to any limitations imposed regarding length of service. In any case, their number will count as part of the twenty-four (24) clerical positions on the board. Should a new cardinal be appointed when there is no clerical vacancy on the board, his appointment to the board would be delayed until the next clerical vacancy.


b. For the purpose of this section, the word "cleric" shall be defined to include bishops, priests and deacons; all other persons are deemed to be lay.

c. Vacancies in the elected membership of Board of Trustees shall be filled by a majority vote of the trustees present at a stated meeting from nominations provided by the Trusteeship Committee, provided the appropriate 30-day notice is given prior to the election. The person elected shall serve for the balance of the term.


d. Elected members of the Board of Trustees who fail to attend three (3) successive meetings, unless excused by the chairman of the board, shall be considered to have resigned from the Board of Trustees, and any elected members may be removed for the good or welfare of the university by a two-thirds (2/3) vote of the trustees attending any regular meeting or a special meeting called for the purpose of considering removal.

e. Retirement from the Board of Trustees (except for cardinals who are diocesan bishops or the chancellor) is mandatory at the end of any term in which any elected member reaches the age of seventy-five (75).


f. On retirement from the board, a trustee who has reached the age of seventy (70) and has served at least two (2) full terms may be elected a trustee emeritus by a vote of a majority of the board upon recommendation of the Trusteeship Committee. The committee shall take into consideration service rendered on the board and the committees thereof, interest in the problems of the various elements of the university community and contributions to the formulation of the policies and plans of the university. Such a trustee will be elected a trustee emeritus for life, with the privilege of attending and participating in all meetings of the board, but without vote.


g. The Board of Trustees shall permit the attendance at all but executive sessions of the board of three (3) representatives of the faculties, elected by the faculties, and the elected president of the national alumni association. These representatives shall have the right to participate in such meetings without vote. The Board of Trustees may determine what non-voting representation will be accorded to other university constituencies.


h. With the exception of the secretary and the recording secretary, only voting members of the Board of Trustees and trustees emeriti normally shall be entitled to attend executive sessions of the Board of Trustees.


i. It shall be the duty of each trustee to assist the university in securing financial contributions to the university by means of his or her own contributions and/or by actively participating in the solicitation of potential contributors to the university.

2. The elected members of the Board of Trustees (except for the cardinals who are diocesan bishops) shall normally hold office for a regular term of four (4) years and may serve for two (2) additional terms of four (4) years. The board shall provide for staggered terms for its members at the appropriate annual meeting.

3. The Board of Trustees shall, on behalf of the corporation, hold title to all the property, real and personal and mixed, of The Catholic University of America and shall have the power to purchase, grant, bargain, sell, convey, lease, let or otherwise dispose of the same only in accordance with its charter and any amendments thereto, these bylaws, the laws of the United States of America and the District of Columbia. The chairman of the board and the chairman of the Finance Committee must be consulted as to any negotiations relating to matters set forth in this Subsection II. 3.

4. No purchase of property, lease, assignment, transfer or encumbrance of any substantial part of the real property or chattels of the corporation shall be made, nor shall the corporation be dissolved or any other action taken with respect to the termination or cessation of the operations of the university except by at least a three-quarters (3/4) vote of the full number of present and voting members of the Board of Trustees serving under these bylaws, provided 30-day written notice is given to trustees prior to vote.

5. In addition to the Executive Committee, the board shall establish standing committees for academic affairs, audit, development, finance, seminary, student affairs, and trusteeship, which shall perform the duties normally performed by such committees. Further, the board shall establish other such committees, as it may deem necessary or useful, and define their function and authority. Said committees will be equal in stature and rights to the standing committees herein above set forth. In addition, standing committee chairmen may form sub-committees in order to help their committee more efficiently carry out their responsibilities. The chairman of the board, after consultation with the president of the university, appoints the members and chairmen of standing committees.


ACADEMIC SENATE

6. An Academic Senate is hereby created and shall share with the president the immediate responsibility for the academic governing of the university by establishing, maintaining, supervising and in general being responsible for the academic policies of the university. The Board of Trustees reserves unto itself the ultimate responsibility for governing the university and shall have sole responsibility in fiscal matters. The senate shall adopt a constitution which, when approved by the Board of Trustees, shall be in full force and effect binding to the same extent as if incorporated in toto herein.

7. The senate shall adopt rules and regulations pertaining to its operations and to the academic operation of the university. The enactments of the senate require the president's approval for validity. If this is not forthcoming, the senate may require, by subsequent vote, that the matter be submitted to the Board of Trustees. The Academic Senate shall give due consideration to the student welfare and representation in appropriate matters.


TERMINATION OF SCHOOLS: TENURE AND REMOVAL OF FACULTY

8. The Board of Trustees is empowered to create any new school or department or to eliminate any existing school or department of the university after first consulting with the Academic Senate and the administration of the university through the university president, except that any action relating to the status of the Schools of Philosophy, Canon Law, and Theology and Religious Studies can be taken only after prior consultation with the Holy See through the chancellor. The Academic Senate shall convey its advice through the president and the chairman of the board. The creation of a new school or department or the termination of an existing school or department shall require the affirmative vote of three-quarters (3/4) of the full number of present and voting trustees authorized by these bylaws, so long as the matter has been announced and communicated to the board in writing thirty (30) days prior to said meeting.

9. Recommendations for tenure shall be initiated according to procedures specified by the Academic Senate and shall be submitted to the president for approval or disapproval except for the special procedure required for members of the ecclesiastical faculties whose tenured appointment requires the nihil obstat. If the president approves, the nomination shall be submitted to the board for final acceptance or rejection. If the president disapproves, the president shall advise the appropriate faculty through its dean. Conditions for appointment and grounds and procedures for removal shall be stipulated in the Faculty Handbook as set forth by the Board of Trustees.

ECCLESIASTICAL FACULTIES

10. The Board of Trustees does hereby authorize the existence and operation of ecclesiastical faculties of the university. The Academic Senate, in consultation with these ecclesiastical faculties, and observing appropriate ecclesiastical requirements, shall adopt statutes for these faculties, which shall be subject to the approval of the Board of Trustees in conformity with article I.9. of the Canonical Statutes of the Ecclesiastical Faculties of The Catholic University of America.

BOARD OF TRUSTEES PUBLICATIONS

11. The Board of Trustees does hereby authorize the preparation and publication of a Faculty Handbook which shall set forth the relationship of the faculty members to the university corporation; guarantees with respect to academic freedom; the nature of the tenure of the members of the faculty; and other pertinent matters, when approved by the Board of Trustees, and which shall constitute the university's representation to the faculty generally with respect to such matters.

The handbook, which will include the Canonical Statutes of the Ecclesiastical Faculties of The Catholic University of America, will, when approved by the Board of Trustees, have the same force of law as do these bylaws.

SECTION III - MEETINGS

1. The Board of Trustees shall hold at least three (3) regular meetings including one executive retreat meeting each calendar year. The dates of all meetings will be determined by the board. Special meetings may be called by the chairman of the board or by the secretary on written request of ten (10) members of the board. Five (5) days' notice must be sent to the trustees, stating the reasons for this special meeting. The five-day notice provision may be waived by the written consent of all the trustees attending any special meeting. Only those matters mentioned in the written notice of the special meeting may be acted upon.

2. One third (1/3) plus one (1) of the members of the Board of Trustees shall constitute a quorum for the transaction of business, and the vote of the majority of those present shall be decisive, except that the provisions of Sections II.1., II.4., and II.8., may be altered, amended or repealed only by the vote of at least three quarters (3/4) of the full number of present and voting trustees authorized by these bylaws. In these latter instances, the board may decide by a majority vote to solicit and accept absentee votes on such matters. The mechanics of such absentee balloting shall be carried out by the secretary of the board.

3. Whenever the word "meeting" is used in these bylaws, it shall be interpreted to mean a meeting called at which there is a quorum present.

SECTION IV - OFFICERS OF THE BOARD

1. The Board of Trustees shall elect from its membership a chairman and a vice chairman. These officers shall be elected for terms of three (3) years. A person nominated by the president and approved by the board shall be the secretary of the board. In the case of the chairman, should his term as trustee expire prior to his term as chairman, he shall continue to serve until the expiration of his term as chairman. His membership during such an unusual time shall count against the total number of clerical or lay members. Such an occurrence, while rare, will then create a partial term to be filled in the normal manner.


2. The Board of Trustees shall, by majority vote of the members present and voting at a regular meeting or special meeting is called for said purpose, elect its officers by ballot. The Trusteeship Committee shall propose two (2) nominees for each of these elected positions: chairman of the board and vice chairman of the board and three (3) members "at large" for an initial term on the Executive Committee. After nominations are presented through the Trusteeship Committee, nominations from the floor shall be accepted, provided that they are seconded and that there is clear expression of willingness to serve on the part of those so nominated. Any officer may be removed, at any time, by the board for the good and welfare of the university.

3. The Board of Trustees shall elect the president of the university and upon the president's recommendation shall approve or disapprove the appointment of all vice presidents to such positions as have been authorized by the Board of Trustees and shall approve or disapprove the appointment of the secretary of the university. The trustees shall further elect such other officers as they deem appropriate. No officer of the university may be a member of the board except the chancellor and the president of the university who shall become and shall remain members of the board during the time they hold office.

SECTION V - CHAIRMAN OF THE BOARD


The chairman of the board shall be the presiding officer of the board and chairman of the Executive Committee, and shall have such duties as are customarily possessed by a chairman of the board of a university corporation. The chairman shall be ex officio a member of all standing committees of the Board of Trustees.

SECTION VI - VICE CHAIRMAN OF THE BOARD

The vice chairman of the board shall act for the chairman of the board in the latter's absence and shall have such other duties as are customarily possessed by a vice chairman of the board of a university corporation. The vice chairman of the board shall serve as vice chairman of the Executive Committee.

SECTION VII - THE CHANCELLOR

1. The local ordinary, i.e., the Archbishop of Washington, shall be ex officio the chancellor of the university.

2. The chancellor of the university shall serve as a liaison between the university and the United States Conference of Catholic Bishops, as well as between the university and the Holy See.

3. The chancellor, in his relationship with the ecclesiastical faculties, will fulfill the requirements under Sapientia Christiana, general norms Art. 12-14, and special norms, Art. 8.

SECTION VIII - PRESIDENT OF THE UNIVERSITY

1. The president is the chief executive officer of the university and shall be elected by the trustees. Prior to the election of the president, a search committee shall be formed by the chairman of the Board of Trustees and approved by the Board of Trustees, including at least three (3) faculty members elected by procedures determined by the Academic Senate. The search committee may include representatives of the respective constituencies having an interest in the university.

2. As the chief executive officer of the university corporation, the president shall be responsible for the execution and delivery of all deeds, leases or contracts by or on behalf of the corporation. This responsibility may be delegated by the president to the appropriate financial or academic officers within limits defined by appropriate resolutions of the Board of Trustees. The president shall be ex officio a member of all standing committees of the Board of Trustees.

3. All vice presidents shall normally report to the president. The provost shall act for the president in the president's absence.

4. The president of the university shall appoint the deans of the various schools after consultation with the respective faculties and, in the case of the ecclesiastical schools, after consultation with the chancellor of the university. The deans of the several schools shall normally serve for terms of no more than four (4) years and be eligible for re-appointment.

5. The president of the university shall appoint the department chairmen after consultation according to procedures outlined by the Academic Senate. The chairmen of the several departments shall normally serve for terms of no more than three (3) years and shall be eligible for re-appointment.

SECTION IX - SECRETARY OF THE BOARD

1. The secretary of the board shall perform such duties as are customarily performed by secretaries of boards of trustees. The secretary of the board may be assisted by a recording secretary appointed by the president and approved by the Board of Trustees. Neither the secretary nor the recording secretary shall be a member of the board.

2. The secretary of the board shall be present at all board meetings and Executive Committee meetings and keep accurate minutes of the meetings of the Board of Trustees, conduct and preserve the correspondence of the Board of Trustees, give all notices of meetings to the Board of Trustees and of appointments on committees.

3. The secretary of the board shall be responsible for all documents relating to the corporation, except those which are the responsibility of the treasurer or of the secretary of the university.

4. The secretary of the university shall affix the seal of the corporation and shall attest to such documents of the Board of Trustees as may require it.

SECTION X - TREASURER OF THE UNIVERSITY

1. The treasurer, who shall also be the vice president for finance and administration, shall perform such duties as are customarily performed by a treasurer of a corporation. The treasurer shall not be a member of the Board of Trustees, but shall report to the board through the president. The treasurer shall be subject to the direction of the resolutions passed by the Board of Trustees.

2. The treasurer shall have the responsibility of implementing the investment program of the university in accordance with the directives of the Board of Trustees and the Finance Committee.

3. The treasurer and any assistant treasurer shall furnish bonds satisfactory to the Finance Committee for the faithful performance of their duties.

4. The treasurer shall assist the president and other appropriate offices of the corporation in the preparation of the budget which shall be submitted to the Board of Trustees through the president.

SECTION XI - ASSISTANT OFFICERS

The Board of Trustees shall elect as many assistant officers as may be required, who shall act for the principal officer in his absence, and perform such other duties as may be prescribed by the board.

SECTION XII - EXECUTIVE COMMITTEE

1. The Executive Committee shall consist of the chairman of the board, the vice chairman of the board, the chancellor of the university, the president of the university, the chairmen of the standing committees of the board as listed in Section II.5., and three (3) additional trustees elected for three-year terms by the board from its membership.

2. The Executive Committee shall have all powers of the Board of Trustees in relation to the affairs of the corporation when the Board of Trustees is not in session, except on those matters on which a vote greater than a majority is required. It shall report any action taken by it under this authority at the next meeting of the Board of Trustees.

3. One of the faculty representatives to the Board of Trustees shall participate in the stated meetings of the Executive Committee without the right to vote. Such representative shall not be entitled to attend executive sessions of the Executive Committee.

4. The Executive Committee shall schedule at least four (4) meetings each year, during the intervals of the stated meetings of the Board of Trustees, and on call by the chairman of the Executive Committee.

5. The Executive Committee shall annually review the goals and objectives as provided to them by the president and review the performance of the president in light of those goals and objectives. Further, the Executive Committee shall serve as the compensation committee and recommend the compensation of the president for the approval by the full board in executive session.

SECTION XIII - FINANCE COMMITTEE

1. The Board of Trustees shall designate a Finance Committee which shall consist of at least six (6) and not more than ten (10) trustee members and shall include the treasurer, who shall act as secretary, and one member designated by the Academic Senate. The chairman of the Finance Committee shall be a member of the Board of Trustees. One-half (1/2) of the trustee members of the committee shall constitute a quorum for the transaction of business.

2. The Finance Committee shall have the supervision, care and administration of all securities, property and monies of the corporation. It shall decide upon and direct the investment of the funds of the university, and the sale or exchange or other disposition of its securities, property and monies in accordance with the policy established by the Board of Trustees.

SECTION XIV - AUDIT COMMITTEE

The Audit Committee shall comprise 3 to 5 members, at least three of whom shall be members of the board and at least one of whom shall be considered a financial expert. The primary responsibilities of the committee are to oversee the university's financial reporting process to ensure balance, transparency and integrity of published financial information; to review compliance with laws and regulations affecting financial reporting; to review the university's code of conduct, internal financial controls and audit process; to review interim and annual financial statements; to recommend to the board the appointment of the external auditors; and to review the external auditors' findings and management's response.

SECTION XV - TRUSTEESHIP COMMITTEE

1. The Trusteeship Committee membership shall be 5 members (preferably at least one of whom shall be a lawyer). The vice chairman of the board will act ex officio as chairman of the Trusteeship Committee. The responsibilities of the committee are to develop criteria for membership on the board; to nominate and screen potential trustee candidates; to oversee a program for new trustee orientation; to evaluate current trustees and assess the performance of the board; to review from time to time the composition of the board; and to act as a standing committee for review of the bylaws.

2. The Trusteeship Committee shall function as the nominating committee for all elective positions except that of president. The selection of the president is governed by the provisions of Section IV.3., and VIII.11 of these bylaws.

3. Each year, the Trusteeship Committee shall:

a) Review the list of Trustees to determine the number of clerical and lay trustees who will need to be elected or re-appointed to terms beginning in September of the following year,
b) Determine the number of clerical and lay vacancies that will need to be filled for initial terms beginning in September of the following year,
c) Review the list of Trustees who are eligible for re-appointment and determine whether or not, based upon his or her self-assessment and performance as a Trustee, he or she should be offered the opportunity for re-appointment,
d) Review the list of Trustees who may not be eligible for re-appointment and determine what qualifications, including skills and expertise the Board, as a whole, will lose with the expiration of the terms of said Trustees,
e) Solicit the entire body of Trustees asking for the recommendations of possible new Trustees outlining the qualifications that should be found in order to satisfy the requirements and responsibilities of the Board at that particular time,
f) Carefully evaluate and screen the individuals proposed by the Trustees for suitability to be on the Board, utilizing the membership standards and qualifications set forth in the Statement of Responsibilities and Commitment of the Members of the Board of Trustees, as well as the qualifications identified in subsection (d) above,
g) Devise a proactive and deliberate strategy, in conjunction with the President of the University, to assess the willingness of said individuals to join and become active and productive members of the Board of Trustees should they be elected,
h) And, propose to the Board in June of each year the election of those prospective Trustees who can meet the needs of the Board and who have been screened for both suitability and willingness to serve on the Board of Trustees of The Catholic University of America.

4. On the day of elections the presiding officer shall invite additional nominations from the floor, excuse candidates from the meetings, elicit discussion on the candidates' qualifications and, in the case of election of members, ascertain the board's choice for oral or written ballot and proceed accordingly.

5. The Trusteeship Committee should plan and execute an annual review of trustee participation in order to make recommendations to the full board concerning the performance, continuation and reelection of trustees.

6. The Trusteeship Committee shall act as a standing committee on the bylaws and will propose revisions, including the composition of the board itself, on an as needed basis.

SECTION XVI - DEPOSITORY OF SECURITIES

All securities owned by the university shall be kept in such depositories as may be designated, from time to time, by resolution of the Board of Trustees.

SECTION XVII - AMENDMENTS

These bylaws may be altered, amended or repealed by vote of two-thirds (2/3) of the members of the Board of Trustees present and voting at a regular or special meeting, provided that such proposed alteration, amendment or repeal shall be in writing and shall have been sent to each of the trustees at least twenty (20) days before any such meeting, except that the provisions of Sections II.1., II.4., and II.7., may be altered, amended or repealed only by vote of at least three-quarters (3/4) of the full number of the trustees authorized by these bylaws.

SECTION XVIII - ABSENTEE VOTING

If a member has been excused from attendance at a meeting of the Board of Trustees, such member may be permitted by a majority vote of these present and voting, to vote by mail on those matters which require a vote of two-thirds (2/3) or greater of the members of the board.

Approved March 21, 2006

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