Section 11 - Board of Trustee Bylaws
These Bylaws are a general statement of the powers and duties of the Board of Trustees of Piedmont University.
Article A: Membership
Section A.1 - Composition
The University shall be under the direction and control of a Board of Trustees (the “Board” or the “Board of Trustees”). The Board shall consist of not less than twenty-five and not more than thirty-five Trustees which shall be composed of Successor Trustees and two Alumni Trustees as is explained in Article A, Section 3. All Trustees shall be entitled to one vote on all Board matters. The President of the University shall be an ex officio member of the Board of Trustees without vote. The President shall not be present at Board discussions of the President’s compensation or tenure. No current employee of the University may be a member of the Board other than the University President, ex officio. Current Board members may teach courses for the University on an adjunct basis.
Section A.2 - Successor Trustees
Successor Trustees shall be elected by the Board of Trustees for terms of three years and shall serve until their successors are duly elected. They shall be divided into three approximately equal sections and one such section shall be elected at each annual Fall Meeting of the Board. However, Trustees may be elected at any meeting of the Board of Trustees. Vacancies by death, resignation, retirement, or removal may be filled by the remaining Trustees for the unexpired terms at any meeting of the Board of Trustees. The Board shall have as members at least two active individuals of churches affiliated with the National Association of Congregational Christian Churches (NACCC) or the United Church of Christ (UCC).
Section A.3 - Alumni Trustee
The President of the Alumni Association shall be one of the Alumni Trustees, serving ex officio, with a vote. The other Alumni Trustee shall be a current member of the Alumni Association Board of Directors who is nominated by the Board of the Alumni Association. This Alumni Trustee shall serve a single three-year term. The Board of the Alumni Association shall present its final recommendation for Alumni Trustee to the Trustee Development Committee of the Board for consideration.
Section A.4 - Trustee Emeritus
A Trustee who has served as an active Trustee for at least nine years may be named a Trustee Emeritus for life upon the majority vote of the Board of Trustees. Trustees Emeriti shall be entitled to receive notice of each meeting of the Board and may attend such meetings as non-voting members.
Section A.5 - Attendance
The status of any Trustee who fails to attend at least sixty percent (60%) of all regular and special meetings of the Board of Trustees in his or her current term shall be referred by the Secretary of the Board to the Trustee Development Committee for a total review of the individual’s commitment to the institution. This committee will make a recommendation to the full Board.
Section A.6- Commitment
Trustees shall establish as high priority attendance at all meetings of the Board and committees on which they serve. Trustees shall work with and respect the opinions of other Board Members and leave any personal interests out of all Board discussions. Trustees are asked to support the University with personal gifts as evidence of faith in the University and to demonstrate the commitment of Trustees to external constituencies. Gifts should be commensurate with individual interest and personal circumstances but are encouraged to be at a minimum level as defined by the Executive Committee.
The Trustee Development Committee shall define and regularly evaluate the Board’s responsibilities and expectations. Evaluation of individual Trustees must be completed and provided to this committee regularly at a minimum of once per term.
Section A.7 - Removal
Any Trustee may be removed, for cause, by the affirmative vote of two-thirds of the voting membership of the Board prior to the expiration of the term for which the Trustee was elected at any Board meeting if notice of the proposed action was emailed to Board members in the notice of the meeting and at least ten days prior to the meeting. By accepting the position of Trustee, a person waives any right he or she may have to sue the Board or over his or her removal as a Trustee.
Section A.8 - Officers
The Officers of the Board of Trustees shall be a Chairperson, a Vice Chairperson, and a Secretary. These shall be elected by the Board at each annual Fall Meeting, taking office January 1 of the following year. An officer of the Board may be removed from his or her office prior to the completion of an annual term upon a two-thirds vote of those Trustees present at a regular or special meeting of the Board.
Section A.9 - Chairperson
The Chairperson shall preside at Board meetings, shall give guidance and leadership to all Board plans and activities, and in the absence of the President, shall have authority to sign all contracts, conveyances, and other instruments for the University.
Section A.10 - Vice Chairperson
The Vice Chairperson shall discharge the duties of the Chairperson whenever the latter is unable to perform his or her duties by reasons of absence or otherwise.
Section A.11 - Secretary
The Secretary shall issue notices for all meetings (when directed to do so by the Chairperson or by any five members of the Board), shall keep accurate minutes of the proceedings of the Board, shall have charge of the Seal and Corporate Records, and shall perform such other duties as are incident to the office or are properly required by the Board.
Article B: Committees
Section B.1 - Appointment
The Trustee Development Committee shall have the responsibility, in consultation with the Chairman of the Board of Trustees and the President of the University, to appoint on an annual basis at the Spring meeting the chairs, vice chairs, and members of all committees except the Executive and Trustee Development Committees. As a general guideline, committee members will rotate off their committee every two to three years. For the sake of continuity, the Trustee Development Committee will coordinate the rotation process. A committee vice chair may convene and lead meetings in the absence of the committee chair.
Section B.2 - Executive Committee
The Executive Committee shall be composed of the Chairperson, Vice Chairperson, and Secretary of the Board plus four additional members elected annually by the Board at the Fall meeting, with their terms beginning immediately following said meeting. The officers of the Executive Committee shall be the same as the officers of the Board. A quorum shall be a majority of the members of the Executive Committee.
This Committee shall have authority to consider and to decide all questions affecting the interests of the University which may be brought before it between stated meetings of the Board, including matters which are initially the responsibility of other Committees of the Board, except for those items designated as requiring the action of the Board, and except for any alienation of real property and any action which diminishes the independence of the University. The Executive Committee shall have general oversight of all personnel matters appropriate to the Board, except those expressly reserved for action by the Board. The Executive Committee approves the annual budget and presents budget reports to the full Board at each Board meeting. The Executive Committee shall also transact such business as may be expressly committed to it by the Board, including any business otherwise expressly reserved for the Board. The Executive Committee shall serve as an advisory council for the President.
The Executive Committee shall not have power to authorize a merger or dissolution, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets, or the election, appointment, or removal of directors, the filling of vacancies on the Board or on any of its Committees, or the adoption, amendment, or repeal of the Articles of Incorporation or Bylaws.
Section B.3 – Finance Committee
The Finance Committee, as set forth in this document, shall operate with the advice and consent of the full Board of Trustees or Executive Committee in the absence of the full Board. The Committee shall consist of seven voting members, including the Chairperson of the Board and six members appointed by the Trustee Development Committee. The Finance Committee shall monitor and regularly oversee the University’s financial resources and strategies. Acting within the scope of investment policy guidelines established by the Board of Trustees, the Finance Committee shall recommend actions involving the investment of all funds of the University, including the purchases, sales or, exchanges of securities and other investment assets of the University. The Finance Committee may recommend employing investment counsel and may delegate authority to purchase or sell securities for the account of the University to such investment counsel or to any officer of the University subject to such limitations that the Committee may impose. The Finance Committee shall report changes in investments and the current state of the University’s finances to the Board of Trustees at each Board meeting. The Finance Committee shall at least annually review the University’s employee retirement plan.
Section B.4 - Institutional Resources Committee
The Institutional Resources Committee shall review the University’s Strategic Plan and shall at least annually recommend to the Board plans relative to the progress of the University. The Institutional Resources Committee shall have general supervision of the grounds and buildings owned by the University and of all important repairs, changes, and improvements in the same. It shall also have responsibility for recommending to the Executive Committee a program of adequate facilities and liability insurance coverage. The Institutional Resources Committee shall review the master plan of the campus including deferred maintenance and long-term facility plans. The Committee shall also review the Technology Plan. The Committee shall advise the President and Vice Presidents on personnel policies and matters.
Section B.5 - Institutional Programs Committee
The Institutional Programs Committee shall review periodically the academic condition of the University, consulting with the President, and other appropriate members of the Faculty about the curriculum and such other matters as are committed to the Faculty by Article E, Section E.4, of these Bylaws. It is responsible for presenting faculty recommendations for approval by the full membership in the areas of new programs, academic policies, admissions standards, and graduation requirements. The Institutional Programs Committee is also responsible for submitting the roster of candidates for each degree to the full membership for approval.
Section B.6 - Student Life Committee
The Student Life Committee shall review at least annually the condition of student life at the University in consultation with the President, the Dean of Student Engagement and members of the Dean’s staff, and with student leaders. When necessary the Committee will make recommendations concerning the role and status of student life within the University including their costs and benefits, their overall quality, and their contribution to the mission of the University. The Student Life Committee shall also review at least annually the condition of athletics and other athletic programs in consultation with the President and the Athletic Director. When necessary the committee will make recommendations concerning the role and status of intercollegiate athletics and other athletic programs within the University, including their costs and benefits, their overall quality, and their contribution to the mission of the University.
Section B.7 - Trustee Development Committee
The Committee shall consist of four members, all of whom are elected by the Board. The Committee shall be divided into two classes with terms expiring on alternate years. No member of the Committee shall be eligible to be reelected to the Committee without a one-year break in service. The Committee is charged with the overall development of the Board of Trustees. This will include providing an orientation for newly elected Trustees; ensuring that all Trustees are familiar with Trustee expectations; and maintaining and presenting proposed By-Laws changes as needed. In addition, the Committee, with the assistance of the Chairperson of the Board and President, will coordinate the rotation process of other committees (with the exception of the Executive and Trustee Development Committees). The Committee will present the roster annually at the Spring Meeting.
The Trustee Development Committee shall at each annual meeting of the Board propose a slate of officers to be elected by the Board and propose candidates for any Board Committee positions required to be elected by the Board. Vacancies in any office of the
Board prior to the next regularly scheduled election of officers may be filled by the Trustee
Development Committee for the balance of the current term of office. The Trustee Development Committee also shall nominate to the Board those persons to receive honorary degrees or other awards of recognition from the University.
The Committee shall make nominations to fill vacancies on the Board. It shall carefully investigate all names proposed. No name shall be recommended to the Board without a majority vote of the Committee.
The Committee shall be charged with conducting the annual assessment of all Board members.
Section B.8 - External Relations Committee
The External Relations Committee’s responsibilities shall include planning for and oversight of the annual and long-range fund raising efforts of the University. The External Relations Committee shall sustain the interaction of the University with Congregational Churches throughout the United States and shall review the work of the Campus Minister.
Section B.9 - Audit Committee
The Audit Committee shall select an auditor to be recommended to the Board for employment and shall assure that an annual audit is conducted by the auditor. The Committee shall review the audit report, submit the audit report to the Board, and make such recommendations as it shall deem appropriate as a result of the audit report.
Section B.10 - Presidential Search Committee
In the event of a vacancy in the office of President, a Presidential Search Committee shall be appointed by the Chairman of the Board with confirmation by the Executive Committee.
Section B.11 – Presidential Review Committee
The Presidential Review Committee shall complete an annual assessment of the
President based on the President’s self-assessment report and the achievement of goals set forth in the strategic plan.
Section B.12 – Risk Management Committee
The Risk Management Committee is responsible for identifying and minimizing loss exposure from internal and external risks such as safety, cybercrime, regulatory compliance and litigation. The committee shall be comprised of four members not serving on the Executive or Finance Committees.
Section B.13 - Other Committees
Other committees, including special committees to hear faculty and staff grievance appeals, may be appointed from time to time as the Chairperson of the Board may determine appropriate to carry out such responsibilities as may be assigned by the Board or by the Chairperson of the Board.
Section B.-14 - Ex Officio Committee Members
The Chairperson of the Board shall serve as an ex officio member of all committees, with a vote. The President of the University shall serve as an ex officio member of all committees, without a vote.
Section B.15 - Rules for Committees
The quorums for all committees except the Executive Committee shall be two voting members, in addition to the Chairperson of the Board, or a majority of the membership, whichever is greater.
All committees shall meet on call of the Chairperson of the Committee or the Chairperson of the Board, or on that of the President of the University.
The Committee Vice Chairpersons shall discharge the duties of the Committee Chairpersons in their absence.
Article C: General Procedures of the Board
Section C.1 - Regular Meetings
The Board shall have two regular meetings annually, typically to be held during a week in April or May preceding Commencement unless otherwise determined by the Board or Executive Committee (“the Spring Meeting”) and during the third week in October (“the Fall Meeting”) unless otherwise determined by the Board or Executive Committee. Any different schedule shall be communicated to the Trustees at least two months prior to the meeting date.
Section C.2 - Special Meetings
Special meetings may be called by the Chairperson or by any five members of the Board with at least two weeks’ notice by the Secretary, at a time and place specifically designated in the call. The action to be taken at special meetings shall be limited to the specific proposals described in the call.
Section C.3 - Quorum
A quorum for Board meetings shall be a majority of its current membership.
Section C.4 - Action without a Meeting
The Board may act on seemingly noncontroversial matters by mail or e-mail, subject to the following requirements and conditions:
- The Secretary, at the direction of the Chairperson, shall email to each Board members written consent to specific Board action to be marked and their response via email will be their response. The consent may be accompanied by an adequate explanation of the reasons an affirmative vote is recommended and shall also contain a place for the member to express rejection of the proposal.
- For passage, the proposal must receive affirmative votes from at least two-thirds of the Board’s current membership.Further, any combination of five trustees returning a written opposition on the consent form or requesting a meeting on the subject shall defeat the proposal.
Section C.5 – Communication Protocol
Should a member of the Board be contacted by an employee of the University or a member of the community regarding a concern about the operation of the University, that member should endeavor within a reasonable amount of time to notify either a member of the Executive Committee, the Chairman of the Board, or both. However, nothing shall prohibit any member from informing another committee of the Board or the full Board of the issue or concern, in addition to the Executive Committee and/or Chairman, when any such member feels that the issue or concern is of such importance that it merits doing so. Members should make a reasonable effort at allowing the Executive Committee and/or Chairman to address the concern before raising the issue to the full Board, when appropriate.
Section C.6 – Proxy Ballot Voting
A member of the Board may appoint the Secretary of the Board as proxy with full powers of substitution, to cast votes as the member specifically instructs on certain matters. The proxy only applies to the specific matter noted in the proxy document.
Article D: The President and Administration
Section D.1 - Duties of the President
The President of the University shall be its chief executive officer and shall be elected by the Board of Trustees. The President’s performance and compensation shall be evaluated against the goals established by the Board of Trustees at least annually by the Board, upon the recommendation of the Executive Committee. The President’s tenure shall be at the pleasure of the Board. The President shall, under the Board of Trustees, have charge and control of the University, its policies, its officers, faculty, and students, and the management and direction of the business of the Corporation. The President shall, personally or through a designated agent, sign all contracts, conveyances, and other instruments for the University. The President shall also give any information concerning the University requested by the Chairperson of the Board or of any Committee.
Section D.2 - Vacancy
In the event of the removal, resignation, extended absence, or disability of the President, the Executive Committee of the Board shall designate an acting President who shall serve until the next meeting of the Board.
Section D.3 - Policy Manual
The President shall develop and maintain for approval at least annually by the Board or the Executive Committee a set of policies (the “Policies and Procedures Manual”) establishing, among other items, personnel policies, operational rules, and the internal organization of the University, including position descriptions for administrative officers and definitions of their duties and their administrative working relationships.
Section D.4 - Administration
All administrative officers, faculty, staff, and students of the University are ultimately responsible to the President, and he or she shall be the official medium of communication between them and the Board. The President, reporting to the Board and its Committees, shall have from the Board all authority necessary to direct the program of the University, including the authority to employ all members of the staff and faculty except those expressly reserved for approval by the Board. The President shall be empowered to delegate his or her authority at his or her discretion.
Section D.5 - Administrative Officers
The authority, responsibility, and duties of administrative officers shall be those commonly delegated to these officers in astutely managed, accredited Universities and agencies.
Article E: The Vice President for Academic Affairs, the Faculty and Other Officers
Section E.1 - Officers of the University and the Faculty
The Vice President for Academic Affairs, under the President, shall have general charge of the academic life of the University, working closely with the President and the faculty.
The University shall have other such Vice Presidents and officers of administration as are established from time to time. Such officers shall be elected by the Board, upon the recommendation of the President, and may be removed from office at either the action of the President or of the Board. All Vice Presidents and other officers shall have such powers and shall perform such duties as may be assigned by the President with the approval of the Board of Trustees.
Section E.2 - Composition of the Faculty
The faculty shall consist of the President, the Vice President for Academic Affairs, and employees of the University holding the rank of Professor, Associate Professor, Assistant Professor, or Instructor. Other members of the teaching and administrative staffs of the University whose work is directly related to the academic program of the University may be appointed to the faculty by the President.
Section E.3 - Personnel Actions
Promotions in rank and grants of tenure shall be recommended by the President and approved by the Board.
Section E.4 - Functions
Subject to the approval and direction of the Board and the President, the faculty shall determine the academic policies of the University, establish standards for admission, fix requirements for earned degrees, approve the courses of instruction offered by the various departments, and administer the curriculum. The granting of earned degrees shall be upon the recommendation of the faculty and the President with the approval of the Board. The faculty shall have general charge of instruction, attendance of students, examinations, and the academic discipline of the University. The faculty may make rules for its organization and conduct of business and may organize councils and committees for the proper discharge of its responsibilities.
The faculty is concerned with the University as a whole and may advise in matters affecting the general welfare of the University, including faculty functions and policies, student life and discipline, the social and religious life of the University, and such other matters as the President may lie before it.
Article F: Indemnification
Section F.1
Any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Corporation), by reason of the fact that he or she is or was a trustee and/or officer of Piedmont University, or is or was serving at the request of the Corporation as a trustee, director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys’ fees), judgments, fines and actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, to the maximum extent permitted by, and in the manner provided by, the Georgia Nonprofit Corporation Code.
Section F.2
The Board of Trustees in its discretion may authorize indemnification by the Corporation of its employees and agents to the maximum extent permitted by, and in the manner provided by, the Georgia Nonprofit Corporation Code.
Article G: Institutional Policies
Section G.1 – Policies
The following specific policies have been enacted by the Board.
Section G. 2 – Policy on Church Affiliation
Piedmont University may initiate relationships with religious organizations that reflect the legacy of Congregationalism. Such collaboration may be expressed through special events, community outreach, experiential learning or other activities. In order to avoid pursuits that detract from the educational mission of the University or its affiliation with the United Church of Christ and the National Association of Congregational Christian Churches, the President will have authority regarding the application of this policy.
Section G.3 – Real Estate Purchase Policy
The President shall seek and receive approval of the Executive Committee for any single purchase of real estate by the University that exceeds the amount of $75,000.
Section G.4 – Policy on Sale of Donated Stocks
The President shall seek and receive approval of the Executive Committee for the sale of shares of a donated and unrestricted stock that has a market value in excess of $75,000 and is not part of the University Endowment.
Article H: General
Section H.1 - Adoption
All rules, regulations, statutes, and Bylaws heretofore adopted, inconsistent with these Bylaws, are hereby repealed.
Section H.2 - Procedures
All meetings of the Board and its Committees and the faculty shall be governed by the procedures established in the latest version of Roberts’ Rules of Order, except where those Rules conflict with the Bylaws, in which case the Bylaws shall govern. The rules may be suspended for all or any part of any meeting upon a two-thirds vote of those members present.
Section H.3 - Conflicts of Interest
Members of the Board must comply with the University’s Conflict of Interest Policy, adopted by the Board on October 30, 2015. Each Board member is required to complete a Certification Regarding Conflict of Interests upon election to the Board and annually thereafter.
Article I: Amendments to Bylaws
With unanimous consent, Board Policies may be altered to address significant issues deemed to be in the best interest of the institution.
Article J: Consent to Alter
The Bylaws may be amended by a two-thirds vote of the Trustees present at a regular or special meeting, providing notice of the proposed amendment is given all members of the Board in writing at least two weeks prior to the meeting.
Adopted May 12, 1991
Revised October 20, 2000
Revised May 6, 2005
Revised May 2, 2008
Revised April 25, 2014
Revised October 30, 2015
Revised October 21, 2016
Revised October 20, 2017
Revised November 7, 2017
Revised April 2018
Revised May 29, 2020
Revised October 22, 2021
Revised April 22, 2022