BY-LAWS

COUNCIL OF TRUSTEES OF CLARION UNIVERSITY OF PENNSYLVANIA

ARTICLE I -- ORGANIZATION

Section A - General

1. Membership: The Council shall consist of eleven members, of whom one shall be a student and two of whom shall be alumni of the institution, appointed by the Governor of the Commonwealth. 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.

2. 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.

3. Election: The officers of the Council shall be elected at the Annual Meeting of the Council and shall hold office until successors are elected.

4. Vacancies: An election to fill the vacancy of an officer of the Council may be held at any meeting of the Council of Trustees.

5. Regular Meetings: A regular meeting of the Council of Trustees shall be held not fewer than five times each year, generally in the months of March, May, July, September, and November, 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.

6. Annual Meetings: The Annual Meeting of the Council of Trustees shall be at the regular meeting held in May of each year.

7. 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.

8. Quorum: Six members of the Council shall constitute a quorum.

9. 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 B - Duties of Officers - Chairperson

1. 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.

2. The Chairperson of the Council of Trustees shall appoint the Standing Committees and such other committees as may be necessary.

3. The Chairperson of the Council of Trustees shall be an ex-officio member of all committees.

Section C - 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 D - Secretary

1. 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.

2. The Secretary shall be custodian of the records of the Council during the Secretary’s term of office.

3. 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.

ARTICLE II -- COMMITTEES

Section A - 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 March meeting of each year;

C. A Facilities Committee of three members;

D. A Building 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 B - 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 III -- PARLIAMENTARY AUTHORITY

Section A

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 IV -- ORDER OF BUSINESS

Section A

At all regular meetings the order of business shall be as follows:

A. Roll Call

B. Approval of minutes of previous meeting

C. Communications

D. Reports and recommendations of the President

E. Report of committees

F. Unfinished business

G. New business

H. Adjournment

ARTICLE V -- AMENDMENT OF THE BY-LAWS

Section A

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.

ARTICLE VI -- DUTIES AND RESPONSIBILITIES OF THE COUNCIL OF TRUSTEES

Section A

In accordance with the rules and regulations adopted by the Board, the Council of each institution shall have the power and its duty shall be:

A. To make recommendations to the Chancellor for the appointment, retention, or dismissal of the President following consultation with students, faculty, and alumni.

B. 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.

C. To review and approve the recommendations of the President as to standards for the admission, discipline, and expulsion of students.

D. To review and approve the recommendations of the President pertaining to the policies and procedures governing the use of institutional facilities and property.

E. To approve schools and academic programs.

F. To review and approve the recommendations of the President pertaining to annual operating and capital budget requirements for forwarding to the Board.

G. To review and approve charges for room and board and other fees except student activity fees.

H. To conduct an annual physical inspection of facilities and make recommendations regarding maintenance and construction to the Board.

I. 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.

J. To represent the institution at official functions of the Commonwealth.

K. To take such other action as may be necessary to effectuate the powers and duties herein delegated.

L. 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.

Adopted 7/1/83; Revised 7/10/96; Revised 7/20/00; Revised 11/21/02; Revised 9/16/04