COUNCIL OF TRUSTEES
CLARION UNIVERSITY OF PENNSYLVANIA
PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION
Revised February 2013
Whereas, the Council of Trustees of Clarion University of Pennsylvania is a body of the State System of Higher Education of the Commonwealth of Pennsylvania (hereinafter “Council of Trustees”); and
Whereas, the Council of Trustees is desirous of revising its Bylaws to regulate its governance for the purpose of expediting the faithful discharge of its statutorily conferred duties; and,
Whereas, Act 188 of 1982, § 20-2009-A authorizes the Council of Trustees to take such action as may be necessary to effectuate the powers and duties delegated therein;
Now therefore, the Council of Trustees does hereby enact and establish the following Bylaws as of the date of approval noted below and rescinds all previously enacted Bylaws.
ARTICLE I – DEFINITIONS
Definitions, as used in these Bylaws include:
1. “Council of Trustees” means the Clarion University of Pennsylvania Council of Trustees.
2. “University” means Clarion University of Pennsylvania.
3. ”Chair” means Chair of the Clarion University of Pennsylvania Council of Trustees.
4. “Board” means Board of Governors of the Pennsylvania State System of Higher Education.
5. “President” means President of Clarion University of Pennsylvania.
6. “Chancellor” means the chief executive officer of the Pennsylvania State System of Higher Education.
ARTICLE II – POWERS AND DUTIES OF THE COUNCIL OF TRUSTEES
Section I. Powers and Duties:
A. As delineated in Act 188, Section 20-2009-A, the responsibilities of the Council of Trustees include the following:
1. To make recommendations to the Chancellor for the appointment, retention, or dismissal of the President following consultation with students, faculty, and alumni.
2. To assist the President in developing proper relations and understanding between the institution and its programs and the public, in order to serve the interests and needs of both.
3. To review and approve the recommendations of the President as to standards for the admission, discipline, and expulsion of students.
4. To review and approve the recommendations of the President pertaining to the policies and procedures governing the use of institutional facilities and property.
5. To approve schools and academic programs.
6. To review and approve the recommendations of the President pertaining to annual operating and capital budget requirements for forwarding to the Board.
7. To review and approve charges for room and board and other fees except student activity fees.
8. To conduct an annual physical inspection of facilities and make recommendations regarding maintenance and construction to the Board.
9. To review and approve all contracts and purchases negotiated or awarded by the President with or without competitive bidding and all contracts for consultative services entered by the President.
10. To represent the institution at official functions of the Commonwealth.
11. To take such other action as may be necessary to effectuate the powers and duties herein delegated.
12. In accordance with the evaluation procedure established by the Board, each Council shall conduct an evaluation of the President and forward the results of that evaluation with recommendation to the Chancellor for submission to the Board.
13. By resolution adopted by the Council to authorize campus police who have completed firearms training in accordance with 53 Pa.C.S. 2167 (a) (relating to police training) to carry firearms in the course of duty for any institution whose campus police are authorized to carry firearms on the effective date of this paragraph, the authority to carry firearms shall remain in effect unless the Council by resolution dissolves such authority.
B. The Council shall follow all directives issued by the Board in fulfillment of its statutory obligations.
ARTICLE III – MEMBERSHIP
Section I. Council:
The Council shall consist of eleven (11) members, who, except for the student member, shall be nominated and appointed by the Governor with the advice and consent of the Senate. At least two (2) members of the Council shall be alumni of the institution. The Chancellor shall serve as an ex-officio member of the Council. The President shall have the right to attend all meetings of the Council and speak on all matters before the Council.
Section II. Term:
Except for the Student Trustee, the terms of each member of the Council shall be six years, and until his/her successor is appointed and qualified, as defined in the Public School Code of 1949, as amended, and such rules and regulations as are applicable. One (1) member of each Council shall be a full-time undergraduate student in good academic standing, other than a freshman, enrolled for at least twelve (12) semester hours at the University. The student member shall serve a term of four (4) years or as long as he/she is a full-time undergraduate student in attendance at the University, whichever period is shorter, and is in good academic standing. Vacancies occurring before the expiration of the term of any member shall be filled in like manner for the unexpired term. Student members of the Council of Trustees shall be appointed by the Governor and shall not be subject to Senate confirmation.
Section III. Member Responsibility:
Council members are expected to regularly attend or otherwise participate in all Council meetings. Given that Council meetings for the academic year are announced in advance, Council members should plan their schedules so as to be in attendance at as many meetings possible. If a Trustee fails to attend three meetings in succession without presenting a reasonable excuse to the Chair of the Council, the Chair may communicate in writing to the Trustee and ask him or her to reconsider the commitment made to serve on the Council and to give thought to resignation if his or her circumstances are such that active involvement in the work of the Council will not be possible.
Copies of any such correspondence should be forwarded to the Pennsylvania State System of Higher Education Office of the Chancellor and to the Office of the Governor.
ARTICLE IV – MEETINGS
Section I. Regular Meetings:
A regular meeting of the Council of Trustees shall be held not fewer than five times each year on the campus of Clarion University of Pennsylvania. At the time of adjournment, the Council shall provide, by resolution, the time and place for holding the next regular meeting.
Section II. Annual Meetings:
The Annual Meeting of the Council of Trustees shall be at the regular meeting held in the fourth quarter of each fiscal year.
Section III. Special Meetings:
Special meetings may be called at any time by the Chairperson of the Council of Trustees. Special meetings shall be called by the Chairperson of the Council of Trustees upon the request of three members of the Council or upon the request of the President of the University.
Section IV. Public Notice:
Public notice will be provided of all regular and special meetings of the Council of Trustees and its standing and special committees as required by the Pennsylvania Sunshine Act.
Section V. Quorum:
Six members of the Council shall constitute a quorum.
Section VI. Order of Business:
At all regular meetings the order of business shall be as follows:
A . Roll Call
B. Approval of minutes of previous meeting
D. Reports and recommendations of the President
E. Report of committees
F. Unfinished business
G. New business
Section VII. Parliamentary Authority:
Robert’s Revised Rules of Order shall be the guide for the Council in determining questions of parliamentary procedure not herein specifically provided, consistent with the Pennsylvania Sunshine Act.
ARTICLE V – OFFICERS
Section I. Officers:
The officers of the Council shall be a Chairperson, a Vice Chairperson, and a Secretary who shall be elected by and from among its members.
Section II. Chairperson:
The Chairperson of the Council of Trustees shall preside at the meetings of the Council and shall perform all other functions pertaining to the office of the presiding officer. The Chairperson of the Council of Trustees shall appoint the Standing Committees and such other committees as may be necessary. The Chairperson of the Council of Trustees shall be an ex-officio member of all committees.
Section III. Vice Chairperson:
The Vice Chairperson of the Council of Trustees shall, upon the death, absence, resignation, disability, or disqualification of the Chairperson, perform the duties of the Chairperson until the Chairperson shall resume the office or a successor shall have been elected, as herein provided.
Section IV. Secretary:
The Secretary of the Council of Trustees shall attend the meetings of the Council and record the proceedings in minutes which shall be submitted for approval at each subsequent regular meeting of the Council. The Secretary shall be custodian of the records of the Council during the Secretary’s term of office. The Secretary shall be responsible for notifying the members of the Council of Trustees relative to the time and place of all meetings of the Council. In the case of special meetings, the purpose for which the special meeting is called shall be given in the notice, and the business transacted at such meeting shall be limited to the purpose stated in the call.
Section V. Election:
The officers of the Council shall be elected at the Annual Meeting of the Council and shall hold office until successors are elected.
Section VI. Vacancies:
An election to fill the vacancy of an officer of the Council may be held at any meeting of the Council of Trustees.
ARTICLE VI – COMMITTEES
Section I. Standing Committees:
The Council of Trustees may establish one or more standing committees whose function, membership, and manner of appointment shall be as follows or as the Council shall determine:
A. An Executive Committee of the Council’s current officers;
B. A Nominating Committee of three members who shall be appointed by the February meeting of each year;
C. A Facilities Committee of three members;
D. A Naming Committee of three members;
E. A Finance Committee of five members, including the Executive Committee and two additional trustees;
F. The Chairperson of the Council of Trustees may appoint additional members to the Standing Committees.
Section II. Other Committees:
The Chairperson of the Council of Trustees may appoint other committees as necessary for the transaction of business as authorized by the Council of Trustees.
ARTICLE VII – CHIEF EXECUTIVE OFFICER OF THE INSTITUTION
Section I. The President:
The University President is the University’s chief executive officer and shall have the right to attend all meetings of the Council and speak on all matters before the Council. Within the powers and constraints of Act 188 of 1982 amended, the President is charged with carrying out the Trustees’ policies and programs and administering the educational and business affairs of the University. The President shall advise the Council on all matters where Council must take official action. The President is charged with supplying the Council with sufficient information for its decision making. The President shall call upon the Trustees for objective counseling and advice. When acting for the Council, the President is expected to adhere faithfully to the Council’s policies.
ARTICLE VIII – AMENDMENT OF THE BYLAWS
Section I. Amendment of the Bylaws:
These By-laws may be amended at any meeting of the Council of Trustees by two-thirds (2/3) vote of the members present provided that a quorum shall be present, and provided further that the proposed change shall have been submitted in writing to the members of the Council at least thirty (30) days prior to the meeting.
Adopted 7/1/83; Revised 7/10/96; Revised 7/20/00; Revised 11/21/02;
Revised 9/16/04; Revised 2/21/13.
It is the policy of Clarion University of Pennsylvania that there shall be equal opportunity in all of its educational programs, services and benefits, and there shall be no discrimination with regard to a student’s or prospective student’s race, color, religion, sex, national origin, disability, age, sexual orientation/affection, gender identity, veteran status or any other factors that are protected under local, state, and federal laws. Direct equal opportunity inquiries to Assistant to the President for Social Equity, 207 Carrier Administration Building, Clarion, PA 16214-1232, 814-393-2109.