The Catholic University of America

Bylaws of the University

Archived 1/26/06

 

Introduction

The most recent revision of the University's governing documents was begun in 1967 as a result of the efforts of a newly appointed Special Committee on Survey and Objectives of the Board of Trustees. Dr. Carroll A. Hochwalt of St. Louis, Missouri, served as Chairman of the Committee. It initiated a series of discussions intended to elucidate the University's purposes and character. Another Special Committee of which His Eminence, Lawrence Cardinal Shehan, Archbishop of Baltimore, was Chairman, undertook the revision of the papal statutes and the civil Bylaws then in effect. Their work resulted in the replacement of these instruments by a single document.

The Bylaws were approved by the Board of Trustees on September 12, 1969. The Holy See gave its approval to the Statement of Objectives, Historical Preface, and Bylaws on January 23, 1970, and they were promulgated by President Clarence C. Walton on February 6, 1970. Amendments subsequently adopted are incorporated in the text which follows.

BYLAWS OF THE UNIVERSITY

APRIL 4, 1989

SECTION I - MEMBERSHIP

1. 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 affairs 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 forty?two (42). of whom two (2) hold membership by right of office and forty (40) 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 (40) members shall each be elected for a specific term, not more than four (4) years in duration. Of these forty elected members, twenty (20) shall be clerics and twenty (20) shall be laypersons. Of the required twenty elected clerics, at least sixteen (16) shall be members of the National Conference of Catholic Bishops. Cardinals who are diocesan bishops in the United States shall normally be cleric members of the Board of Trustees, but they may resign or decline to serve. If the number of eligible Cardinals exceeds five (5), five only shall be selected for the Board. In the event there are more than five (5) eligible Cardinals, membership on the Board will be rotated in accordance with seniority as each Cardinal completes his four?year term.

a. 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.

b. Vacancies in the elected membership of the Board of Trustees shall be filled by a majority vote of the Trustees present at a stated meeting and the person elected shall serve for the balance of the term.

c. 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.

d. Retirement from the Board of Trustees is mandatory at the end of any term in which an elected member reaches the age of seventy (70).

e. On retirement from the Board, a Trustee who has reached the age of seventy (70) and has served at least two full terms may be elected a Trustee Emeritus by a vote of a majority of the Board upon recommendation of the Executive 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.

f. The Board of Trustees shall permit the attendance at the Board meetings of three (3) representatives of the Faculty, elected by the Faculty, who shall have the right to participate in the meetings of the Board without vote. The Board of Trustees may determine what non?voting representation will be accorded the student body and other University constituencies.

g. With the exception of the Secretary and the Recording Secretary, only voting members of the Board of Trustees and Trustees Emeriti shall be entitled to attend executive sessions of the Board of Trustees.

2. The elected members of the Board of Trustees shall normally hold office for a regular term of four (4) years and may serve for a successive term of four (4) years, after which a period of one (1) year must elapse before a former Trustee is eligible for re?election. The Board shall provide for staggered terms for its members at the appropriate annual meeting. When the Board elects a member to serve for the balance of an unexpired term, that partial term shall not be deemed the first elective term of the new Trustee.

3. The Board of Trustees shall, on behalf of the corporation, hold title to all of the property, real and personal and mixed, of the Catholic Uni­versity of America, and shall have the power to 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.

4. No 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 operation of the University except by at least a three?quarters (3/4) vote of the full number of the Board of Trustees serving under these Bylaws.

5. In addition to the Executive Committee, the Board shall establish other such committees as it may deem necessary or useful and define their function and authority. The Chairman of the Board shall, after consultation with the President of the University, appoint the members and chairmen of such 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.

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 student welfare and representation in appropriate matters.

Expansion, Termination of Schools; Tenure and Removal of Faculty

7. 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. The Academic Senate shall convey its advice through the President.

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. 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

8. 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

9. The Board of Trustees does hereby authorize the preparation and pub­lication of a Faculty Handbook which shallset 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, all of which, when approved by the Board of Trustees, 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 two (2) meetings each calendar year, one each during the fall and spring semesters, the dates to 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 pro­ vision 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 Section II, 1, and Section II, 4 may be altered, amended or repealed only by the vote of at least three?quearters (3/4 ) of the full number of Trustees authorized by these Bylaws.

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 years or until the expiration of their terns as Trustees, whichever is shorter, and may be re?elected. A person nominated by the President and approved by the Board shall be the Secretary of the Board.

2. The Board of Trustees shall, by majority vote of the members present and voting at a regular meeting or special meeting as is called therefor, elect its officers by ballot. After nominations are presented through the Executive 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

1. 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

1. 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 ofthe 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 National Conference of Catholic Bishops, as well as be­tween the University and the Holy See.

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 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.

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.

All Vice Presidents shall normally report to the President through the Executive Vice President. The Executive Vice President shall act for the President in the President's absence. Should the office of Executive Vice President be vacant, the duly appointed Academic Vice President shall act for the President in the President's absence.

2. The President of the University shall appoint the Deans of the various Schools after consultation with the respective Faculties. The Deans of the several Schools shall normally serve for terms of no more than four (4) years and be eligible for re?appointment.

3. The President of the University shall appoint the Department Chairmen after consultation according to procedures outlined by theAcademic 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

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 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.

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.

The Secretary 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

1. The Treasurer, who shall also be the Vice President for Finance, 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 directions 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 officers 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

1. 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 (Aca­demic Affairs, Finance, Physical Plant, Student Life, University Relations, and University Seminary), and two (2) additional Trustees elected for three­ year terms by the Board from its membership.

2. The 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. The full Executive Committee shall function as the nominating committee for all elective positions except those of Chairman of the Board, Vice Chairman of the Board, and President. The members of the Executive Committee, meeting without the Chairman and the Vice Chairman of the Board, shall serve as the special sub?committee to nominate candidates for the positions of Chairman and Vice Chairman of the Board. The selection of the President is governed by the provisions of Section II, 1 of these Bylaws.

4. Each year, well in advance of the meeting at which elections are to be held, the Secretary of the Board, on behalf of the Executive Committee shall solicit suggestions for nominees from the entire membership of the Board in writing. The Executive Committee shall propose two nominees for eachof these elected positions: Chairman of the Board, Vice Chairman of the Board, and member for an initial term on the Executive Committee. To fill vacancies for initial terms as members of the Board, the Executive Committee shall present a list (in alphabetical order) of twice as many nominees as there are clerical vacancies to be filled and another list (in alphabetical order) of twice as many nominees as there are non?clerical vacancies to be filled. Each vacancy shall be filled separately, one after another in order, from the appropriate list provided by the Executive Committee to which shall have been added any names of persons nominated from the floor. A majority vote of the Trustees present is necessary for election to fill any vacancy.

5. On the day of elections the presiding officer shall invite additional nominations from the floor, excuse candidates from the meeting, 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.

6. 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.

7. The Executive Committee shall meet four (4) times a year, during the intervals of the stated meetings of the Board of Trustees, and on call by the Chairman of the Committee.

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) 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 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 and moneys 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, in accordance with the policy established by the Board of Trustees. It shall supervise the Treasurer's accounts and direct the same and shall arrange for an annual examination of the securities of the corporation and an audit of the Treasurer's accounts and vouchers by a certified public accountant, and shall make an annual report of the same to the Board of Trustees.

SECTION XIV - DEPOSITORY OF SECURITIES

1. 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 XV - AMENDMENTS

1. 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 Section II, and Section II, 4 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 XVI - ABSENTEE VOTING

1.
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 those 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.