Article II Board of Trustees

Section 2.1 Duties and Powers. 

The Board of Trustees shall have and exercise all of the corporate powers of the University provided by law. The function of the Board shall be the making of policy, the assurance of sound management, and active participation in the provision of necessary funds for approved University plans and programs. The Board has initial and ultimate responsibility in determining general, educational, financial, and related policies deemed necessary for the administration and development of the University in accordance with its stated purposes and goals for the education of deaf and hard of hearing persons. The Board shall, but without limitation:

• Elect a President and a Treasurer of the University. 
• Approve an annual operating budget for the University.
• Prepare and submit an annual report to the Secretary of Education and the appropriate committees of Congress not later than 100 days after the end of each fiscal year. • Consider plans for, and participate actively in, providing and obtaining funds for budgetary purposes, special programs, physical development, maintenance and endowment. • Determine, review and evaluate programs and functions of the University consistent with the spirit and intent of the Acts of Congress and policies of the Board. 
• Approve the addition or deletion of major academic programs, degrees, departments of instruction and major non-academic programs by the University or any of its departments. • Provide for the establishment of policies regarding conditions of employment, including salary, benefits and schedules for all employees, and policies regarding appointment, promotion, tenure and dismissal of faculty members.
• Make final decisions on granting of tenure to faculty members, giving due consideration to the recommendations of the appropriate committees, the chief academic officer and the President. 
• Authorize the awarding of all earned degrees upon recommendation of the faculty and the administration.
• Authorize the awarding of all honorary degrees.
• Provide for the establishment of policies related to instruction, extracurricular activities, the campus and the residential life of students. 
• Provide for the establishment of policies for management of the business affairs of the University, including budget, investment, audit, maintenance, endowment, contracts, leases and all other business matters. 
• Authorize the acquisition, management and (subject to the approval of the Secretary of Education) disposition of all real property.
• Seek out ways and means to become acquainted with all facets of the University and to become familiar with forces, issues, and concerns about education for deaf and hard of hearing persons, and for deaf and hard of hearing persons who have other disabilities.
• Exercise general oversight concerning the receipt of bequests or devises of property of every kind on behalf of the University, and manage and invest such property in accordance with donor intent and University policy.
• Enter into, make, perform and carry out contracts of every kind for any lawful purpose. • Appoint independent certified public accountants to perform a yearly audit of the financial accounts, records and resources of the University. Appoint an internal auditor to provide professional reviews, reliable appraisals, and recommendations for the effective and efficient achievement of financial and operating objectives of the University. • Appoint outside consultants as the Board may deem necessary to review specific areas of the University’s operations, or such other matters related to the University or to the education of deaf and hard of hearing persons as the Board may request, and to report their recommendations to the President and the Board.

The Board, by and through its Chair, shall have the authority to coordinate with the University’s President and administrative personnel as necessary to carry out the Board’s duties and responsibilities.

Section 2.2.0 Composition of Board Membership.

The Board of Trustees shall consist of twenty-one Voting Trustees and such number of Non Voting Trustees as the Board deems appropriate. As used in these Bylaws, the term “Voting Trustees” refers to all Trustees then in office who are eligible to vote, regardless of whether they are in attendance or cast their vote on a particular matter.

Section 2.2.1 Voting Trustees-Public Members. 

Three Voting Trustees shall be public members (“Public Members”), one of whom shall be a United States Senator appointed by the President of the Senate, and two shall be Members of the House of Representatives appointed by the Speaker of the House. The Public Members shall be appointed for a term of two years commencing at the beginning of each Congress, shall be eligible for reappointment, and shall serve until their successors are appointed. 

Section 2.2.2 Voting Trustees-Non-Public Members. 

Eighteen Voting Trustees shall be non-public members (“Non-Public Members”). A Non-Public Member shall be elected by the Board of Trustees upon a majority affirmative vote of all Voting Trustees then in office. A majority of the Non-Public Members shall be deaf or hard of hearing;

provided, however, that failure to maintain a majority who are deaf or hard of hearing shall not diminish the Board’s authority to act on any matter which may come before it. The term of a Non Public Member shall be three (3) years or for a shorter term specified by the Board at the time of election. Non-Public Members shall be eligible to serve an additional three (3) consecutive terms, with renewed eligibility for election to the Board following a minimum of one year’s absence of membership. Non-Public Members shall serve until their successors are elected until removed pursuant to Section 2.2.10 or when their terms have terminated pursuant to Section 2.2.9 of these Bylaws.

Section 2.2.3 Non-Voting Trustees. 

The Board may elect non-voting Honorary Trustees and Trustees Emeriti members of the Board by a majority affirmative vote of all Voting Trustees then in office. 

Section 2.2.4 Honorary Trustees. 

Those individuals who have or who may serve the University and the advocacy of the education of, or for heightened quality of life for, deaf and hard of hearing persons with distinction may be elected Honorary Trustees by a majority affirmative vote of the Board. Honorary Trustees may attend meetings at the invitation of the Chair. When in attendance, Honorary Trustees shall have the privilege of the floor but shall not have voting powers. Honorary Trustees shall not be counted as members of the Board for purposes of establishing a quorum. Honorary Trustees shall be elected for life unless the election is revoked for cause by the majority affirmative vote of the Board or the Honorary Trustee resigns from the position.

Section 2.2.5 Trustees Emeriti. 

Those former Trustees who have served for a minimum of two terms may, upon recommendation of the Governance Committee, be elected as a Trustee Emeritus by a majority affirmative vote of the Board. Trustees Emeriti may attend meetings of the Board at the invitation of the Chair. Trustees Emeriti also may be invited by the Chair to sit as a member of any committee of the Board, upon advance approval of the committee. When in attendance, Trustees Emeriti shall have the privilege of the floor but shall not have voting powers. Trustees Emeriti shall not be counted as members of the Board for purposes of establishing a quorum. Trustees Emeriti shall be elected for life unless the election is revoked for cause by the majority affirmative vote of the Board or the Trustee Emeritus resigns from the position.

Section 2.2.6 The President. 

The President of the University shall be a Trustee, ex-officio, and shall be able to express opinion, but no vote, on the Board, the Executive Committee, and standing committees other than the Committee on Compensation. The President shall provide interpreters and support staff to the Board and committees as appropriate. 

Section 2.2.7 Qualifications and Nominations.

Nominations for Non-Public Members and for Honorary or Emeritus Trustees may be received from any source approved by the Board; provided that one Non-Public Member shall be nominated by the Gallaudet University Alumni Association. Nominations shall be referred to the Governance Committee who shall objectively and thoroughly study the qualifications of nominees and make recommendations to the Board. The Governance Committee shall assist the Board in identifying 

and recruiting potential Trustees who possess the qualities and talents needed to serve the unique mission of the University and who reflect the diversity of the student population served by the University. The Board of Trustees may elect Trustee candidates at any regular meeting by a majority affirmative vote of all Voting Trustees then in office. The Board may, but shall not be required to, seek nominations to fill an interim vacancy.

Section 2.2.8 Representation.

The Board of Trustees shall act collectively. No Trustee acting alone and without delegated authority from the Chair shall act as an agent or representative of the University. Trustees shall act and serve as Trustees rather than as representatives of any special group or constituency. Trustees shall not receive a fee for serving on the Board. No part of the net earnings of the University shall inure to the benefit of, or be distributable to its Trustees, officers, employees or other private persons, except that the University shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Acts of Congress and these Bylaws.

Section 2.2.9 Termination.

A Trustee’s term shall automatically terminate upon the Trustee’s death, removal, or upon the effective date of a Trustee’s written notice of resignation to the Board, which shall be the date the notice is submitted if no effective date is specified. 

Section 2.2.10 Removal.

The Board, by vote of a majority of all Voting Trustees then in office, is authorized to remove any Trustee (except the Public Members) who may refuse or neglect to discharge the duties of a Trustee, or whose removal, in the judgment of said majority, is in the interest and welfare of the University. A proposal to remove a Trustee shall be referred to the Governance Committee (or, in the event of a conflict, such committee as the Chair deems appropriate) who shall make a recommendation to the Board. The Board may vote to remove such Trustee at any duly constituted meeting. Notice of the proposed removal shall be provided to all Board members at least ten days in advance of such vote.

Section 2.2.11 Absence of Trustees from Meetings. 

In the event of an unexplained absence of any Trustee (except the Public Members) from three consecutive stated meetings of the Board of Trustees, the Board of Trustees may declare that said absence constitutes the resignation of such Trustee from the Board of Trustees. 

Section 2.2.12 Vacancies. 

A vacancy of the Board shall be filled upon the expiration of the Trustee’s term as provided in these Bylaws and any policies established by the Board. Interim vacancies of Public Members shall be filled for the unexpired portion of the term of the Trustee being replaced. Interim vacancies of Non-Public Members may be filled for the unexpired portion of the term of the Trustee being replaced or for a longer period (but not more than three years) as the Board deems appropriate. The Board may fill an interim vacancy of a Non-Public Member at any duly constituted meeting upon a majority affirmative vote of all Voting Trustees then in office. The Board may re-elect the interim member to a full term as provided in Section 2.2.2 of the Board’s Bylaws. The Board may elect any qualified person, including a former Trustee, Honorary Trustee or Trustee Emeritus, to fill an interim vacancy of a Non-Public Member. A person filling a Voting Trustee vacancy on an interim basis (Public and Non-Public) shall be counted as a member of the Board for purposes of establishing a quorum and shall have all the rights and privileges of a Voting Trustee.