Article VIII Procedure

Section 8.1 Administrative Manuals. 

The President shall develop, prepare and maintain appropriate administrative manuals, consistent with the policies of the Board, containing rules, regulations, and procedures concerning all faculty, staff, students and employees, which manuals shall be received and reviewed by the Board. Distribution and use of such manuals shall not require Board approval. 

Section 8.2 Conflict of Interest. 

No person shall be nominated to the Board, nor accept nomination or election thereto, who has a material conflict of interest because of personal, financial, legal or other factors, unless the Board waives such conflict after full disclosure. In a case where any Trustee has a specific financial interest in a particular matter or otherwise believes his or her interest in a particular matter might affect his or her vote on such matter whether in committee or Board meetings, the Trustee shall so notify the Chair of the Audit Committee in writing and shall decline to participate in consideration or action with respect to such matter.It shall be the particular responsibility of the Audit Committee to monitor adherence to this provision of these Bylaws. 

Section 8.3 Indemnification. 

To the fullest extent permitted by law, the University shall indemnify and hold harmless any Trustee, officer, agent or employee of the University against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by or on behalf of the individual in connection with any civil action or proceeding to which the individual may be a

party by reason of being or having been a Trustee, officer, agent or employee of the University, or by reason of any action alleged to have been taken or omitted by the individual in such capacity, except where the injury or damage was a result of: (i) the willful misconduct of such person; (ii) a crime, unless such person had reasonable cause to believe 

the act was lawful; (iii) a transaction that resulted in an improper personal benefit of money, property or services to such person; or (iv) an act or omission that was not in good faith and was beyond the scope of authority of the University as specified in the Acts of Congress or these Bylaws. Such indemnity shall be effective only in the event that the interested individual provides the Board of Trustees with written notice within a reasonable time after the institution of such action or proceeding. Such indemnification shall not be deemed exclusive of any other rights to which such Trustee, officer, agent or employee may be entitled under any Bylaw, agreement, vote of the Board or the Executive Committee, or otherwise. Such indemnity shall inure to the benefit of the heirs, executors or administrators of the indemnified individual. 

Section 8.4 Rules of Order. 

Any procedure not herein prescribed shall be governed by Robert’s Rules of Order, as revised.

Section 8.5 Amendments. 

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by an affirmative vote of a majority of all Voting Trustees then in office, provided that written notice of the intention to alter, amend or repeal the Bylaws or to adopt new Bylaws shall be sent to each

Trustee at least thirty days prior to the date of presentation for action by the Board.

Section 8.6 Effective Date. 

These Bylaws are effective by substitution on November 1, 1993, and no provision herein will have retroactive effect. 

Section 8.7 Distribution. 

A copy of the approved and adopted Bylaws, with the Seal of the University affixed thereto, shall be provided to each Voting Trustee, Trustee Emeritus, and Honorary Trustee. A photocopy shall be provided to the Secretary of Education, the Library of Congress, the University library, and appropriate University personnel.