Bylaws of the Board of Trustees of Northern Illinois University
SECTION 1. General Statement
In accordance with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.) and related legislation, the State of Illinois charges the Board of Trustees of Northern Illinois University with responsibility to operate, manage, control and maintain Northern Illinois University (hereafter also referred to as the "University") and assigns to it broad authority for discharging this responsibility. The Board of Trustees and Northern Illinois University shall operate in accordance with the laws of the State of Illinois and the United States, these Bylaws and the duly approved policies established by the Board of Trustees. If inconsistencies arise, the most current applicable laws shall control the actions of the Board of Trustees and the university.
SECTION 2. General Concepts of the Bylaws
In order to discharge its statutory responsibilities to the People of Illinois, to establish a governance structure for the conduct of Board business, the Board of Trustees herewith establishes Bylaws intended to encourage efficiencies and facilitate its business. As a result of its statutory charge, the Board is the final institutional authority and, therefore, Board Bylaws, legislation, policies and Regulations have precedence over the Constitution, legislation and policies of the University. However, the Board's focus is one of oversight and policy determination. The Board delegates the conduct of administration and management to the President. It entrusts the conduct of teaching and research through the President to the University faculty. It encourages significant student participation in decision-making processes within the limits of attainable effectiveness.
SECTION 1. General
The Board of Trustees is a public body with statewide jurisdiction that shall conduct its business and execute its responsibilities in conformity with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.), as it may be amended from time to time.
SECTION 2. Quorum Matters
Unless otherwise provided by applicable law, the physical presence of five (5) Members of the Board shall constitute a quorum to formally transact substantive or decisional business at open meetings of the Board of Trustees. For purposes of establishing quorum for committee meetings of the Board, a majority of the members of the committee shall constitute a quorum. As applicable with respect to full Board and committee meetings, physical presence of a quorum may be established by counting those voting Members physically present at the primary Illinois location of an open meeting or by counting voting Members physically present at simultaneously held interactive video conferencing held at the primary location of the open meeting and one or more Illinois locations in a publicly owned or leased building space, provided there is public notice and public access at all locations.
The requirement that a quorum be physically present at the location of an open meeting shall not apply, however, to committees that do not have authority to make binding recommendations or determinations or to take any other substantive action.
Special Attendance Circumstances: Once a quorum is established, action on the part of the members present may allow the physically absent members to participate by audio or video. If a quorum of the Members of the Board or specially empowered committee is physically present as required above, a majority of the Board or committee may allow a Member of that body to attend the open meeting by other means if the Member is prevented from physically attending because of: (i) personal illness or disability; (ii) employment purposes or the business of the public body; (iii) a family or other emergency; or (iv) other reasons if permitted by applicable law. "Other means" is by video or audio conference. If a Member wishes to attend a meeting by other means, the Member must notify the meeting's Recording Secretary or Parliamentarian before the meeting unless advance notice is impractical. A majority of the Board or committee may allow a Member to attend a meeting by other means only in accordance with this provision of the Bylaws.
In a closed meeting, without limitation a quorum may be established by physical presence or audio or video conferencing.
The voting eligibility status of the Student Member shall depend on applicable law; where required, the student Member shall be counted for the purpose of determining a quorum at any meeting of the Board or any of its committees to which the Student Member is assigned. The Student Member shall not be considered a Member for the purpose of determining quorum when he or she is not entitled to vote on a measure under the law. The Student Member shall have all of the privileges of membership, including the right to make and second motions, to attend executive sessions, and to vote on all Board matters except those involving faculty tenure, faculty promotion or on any issue on which the Student Member has a direct conflict of interest.
The Board Chair or Committee Chair may temporarily appoint any Board Member physically attending a committee meeting that is not a member of the committee as a temporary member for the purposes of measuring the presence of a quorum. As provided in Article V., Section 5.A.2. of these Bylaws, at the discretion of the Chair, she or he may serve as a voting member of any Board standing committees and shall in such instances be included as part of a committee's quorum if attending and serving as a voting member.
In the absence of a quorum, a smaller number of Board Members may meet and informally discuss business, however, any proposed actions cannot become final until formally approved or ratified by a majority of the Board present at a meeting in which a quorum exists.
SECTION 3. Rules of Order
Insofar as it is consistent with these Bylaws and applicable statutes, the current edition of Robert's Rules of Order shall govern the consideration of all business and debate in meetings of the Board or its committees. A member of the staff of the University shall serve as the parliamentarian at all meetings of the Board.
SECTION 4. Appearances Before the Board
A. On proper motion and by majority vote, the Board may at any time recognize members of the University community for purposes of making presentations (any presentations requiring more than five (5) minutes, such as but not limited to PowerPoint, video, or other electronic or audio presentations). To facilitate such appearances, individuals wishing to appear before the Board are requested to make a written request to the President or his designee at least 24 hours prior to the Board meeting. Any such request should include the name, address and position of the individual wishing to speak, the name of the organization or group represented, and a reasonable summary of the presentation. All requests received by the President shall be forwarded to the Board Parliamentarian. Such requests will not guarantee permission to speak. The scheduling of such presentations in relation to the meeting agenda shall be at the discretion of the Board Chair. While not required, written copies of the presentation prepared in conformity with these Bylaws are welcomed by the Board.
B.1. Consistent with Public Act 91-0715 and reasonable constraints determined by these Bylaws and the Chair, at each regular or special meeting of the Board or its committees that is open to the public members of the public may request a brief time on the approved agenda of the meeting to address the Board on relevant matters within its jurisdiction.
B.2. Committees of the Board review University proposals for action and make adjustments and endorsements as appropriate for further consideration by the full Board. Public comments are generally most useful at meetings of Board committees where proposals are first considered and the time for interaction most feasible.
B.3. For those appearances that do not represent a formal presentation as described above and are less than five (5) minutes, a request can be made to the Board's Recording Secretary not less than 45 minutes before the scheduled start of the meeting. The Board Chair may allot time for public comments on the agenda. To facilitate an orderly process, appearance requests should be registered on a Board-provided form and submitted to the Board’s Recording Secretary. To be recognized, the appearance request will include the name, address and position of the individual wishing to speak, the name of the organization or group represented, a concise summary of the presentation, and whether the requestor has appeared earlier on the topic before any other meeting of the Board. The Recording Secretary shall confer with registered speakers to cooperatively assist the Chair of the meeting in assuring coordinated issue presentation and an efficient use of allocated time. The Recording Secretary will acquaint requestors with the generally acceptable rules of decorum for their presentations. In lieu of oral presentations, individuals may present brief written materials not to exceed five (5) pages to the Recording Secretary for distribution and consideration by the Board in advance of the meeting.
B.4. The Chair of the meeting will recognize duly registered individuals at the appropriate point during the meeting. Unduly repetitive comments may be discouraged and restricted by the Chair. To assure an orderly and timely meeting the Chair may limit time allotments to five minutes or less, may delay or defer appearances when appropriate, and defer or refer questions received from presenters for answers if available.
B.5. The Board, pursuant to the provisions of the NIU Law, shall not entertain public comments related to pending litigation, personal, confidential information and matters not within the jurisdiction of the Board. The Board reserves the right to restrict or limit the participation of specific members of the public on the basis of frequency of or abuse of public comment privileges.
C. All participants in Board meetings should cooperate with the Chair of the meeting and show due respect to other meeting participants. Meeting participants should adhere to Robert's Rules of Order and all applicable Board protocols. Board protocols will be reasonably available from the Parliamentarian upon request.
SECTION 5. Minutes and Proceedings
The Recording Secretary of the Board or designee shall be responsible for the recording and preparation of the Minutes of Board meetings and its committees. Such Minutes shall provide a reasonably detailed record of the meeting but shall not be verbatim, except a verbatim record of closed meetings in the form of an audio or video recording shall be made and maintained until destroyed according to applicable law. Minutes shall include, but need not be limited to: (1) the date, time and place of the meeting; (2) the members of the Board recorded as either present or absent and whether the members were physically present or present by means of video or audio conference; and (3) a summary of any discussions on all matters proposed, deliberated, or decided, and a record of any votes taken.
Once approved, the Minutes shall become the official corporate record of Board meetings. Minutes of meetings open to the public shall be available for public inspection within 7 days of the approval of such minutes by the Board or its committees. Minutes of meetings open to the public shall be posted on the Board's web site within 7 days of the approval of the minutes, and minutes of such meetings shall remain posted on the web site for at least 60 days after their initial posting.
The President is authorized to make appropriate releases of information regarding Board actions or proposed actions prior to the approval of Board Minutes.
SECTION 6. Accreditation
The Board acknowledges and authorizes the University's affiliation with the Higher Learning Commission. The Higher Learning Commission shall serve as the exclusive accrediting entity of the University as a whole. Nothing in this provision shall affect individual component parts of the University from affiliating with and being accredited by other accrediting entities.
SECTION 7. Removal from the Board
Pursuant to Illinois Public Act 097-0582, once a Trustee's appointed term has expired, the Member shall not continue in office longer than 60 calendar days after the expiration of that term of office.
Any Board Member may be recommended for removal by the Governor from the Board by operation of law or a vote of six (6) of the voting Members of the Board for cause. Causes justifying removal shall include, but are not limited to: neglect of duty, malfeasance of office, a felony conviction, or a crime of moral turpitude during the term of appointment. Failure without cause, as determined by a majority of the Executive Committee, to attend three (3) consecutive regular Board meetings shall be grounds for removal. Failure to maintain residency constitutes a resignation from the Board and shall be grounds for removal. Should the Student Member of the Board fail to continue to meet or maintain the residency, minimum grade point average, or enrollment requirements established by the Northern Illinois University Law, his or her membership on the Board shall be deemed to have terminated by operation of law.
A motion to recommend removal of a Member can only be made at a regular or special meeting of the Board and must be preceded by the conveyance of notice to each Board Member, including the Member subject to the removal vote, prior to the meeting. Such notice shall clearly set forth the proposed action.
SECTION 1. Regular Session Meetings
A. The Board shall convene in regular session at least once each quarter on the campus of Northern Illinois University at DeKalb, Illinois, or on any other University-owned property located in Illinois. Additional regular session meetings may be scheduled by the Board.
B. Written notice of all regular meetings and of the proposed agenda shall be given by the President to each Member of the Board, preferably at least ten days in advance of the meeting.
C. The President's report and other meeting materials shall be distributed on a timely basis to Board Members, campus officers, and other interested parties at the President's discretion.
SECTION 2. Special Meetings
Special meetings of the Board may be called by the Board Chair, or by the Vice Chair if there is a vacancy in the office of Board Chair, or by any three voting Members of the Board.
SECTION 3. Closed Meetings
The Board may hold meetings closed to the public to discuss matters which are excepted from public discussion under the provisions of the Illinois Open Meetings Act, (5 ILCS 120/1.01 et seq.). Closed meetings will be held upon a majority vote of a quorum present, taken by roll call, at a meeting open to the public for which notice has been given, of each member on the question of holding a meeting closed to the public and a citation to the specific exemption. The roll call shall be publicly disclosed at the time of the vote and shall be recorded and entered into the minutes of the meeting.
Minutes of closed meetings will be kept by the Recording Secretary of the Board or designee and will be available for inspection only after the Board determines, by periodic assessment, that confidentiality of such minutes is no longer required.
The Board of Trustees encourages appropriate openness in the conduct of University business and governance. Consistent with this principle, the Board and its committees will perform their duties in open session subject only to the limited exceptions authorized by state law. All reasonable efforts will be made to accommodate and provide balanced responses to requests from communication media and citizens who are interested in the actions of the Board.
SECTION 1. Elected Officers and Terms of Office
The officers of the Board shall consist of a Board Chair, Board Vice Chair and Board Secretary. All Members of the Board may be eligible for service as an officer with the exception of an undergraduate Student Member who may not serve as Chair or Vice Chair. The Board Chair, Vice Chair and Secretary shall be elected annually; however, as long as they continue to serve as a Member of the Board, they shall retain their office until a successor is elected. In addition to the officers of the Board, the Board shall also elect a Board delegate to the State Universities Civil Service Merit Board.
The Chair is hereby authorized to fill by appointment vacancies that may arise in any of the elected offices (Board Vice Chair, Secretary or State Universities Civil Service Merit Board). Such appointment shall be for the remainder of the term of the particular office. When there is a vacancy in the position of Board Chair, the Vice Chair automatically becomes the Chair for the remainder of the term and shall have all of the powers, duties and responsibilities as proscribed by these Bylaws. The positions of Board Chair, Vice Chair and Secretary may be held by the same Board Member for no more than two consecutive terms.
SECTION 2. Appointed Officers, Fiduciary Roles and Terms of Office
The appointed officers of the Board shall consist of Treasurer, Assistant Secretary/Assistant Treasurer, Second Assistant Secretary, and General Counsel/Parliamentarian. The appointed officers shall be University staff members appointed by the Board on the recommendation of the President to serve as ex-officio corporate officers and not as Members of the Board. These officers shall have a fiduciary duty to faithfully discharge their responsibilities to the Board of Trustees. Where the Board determines it is necessary or appropriate, the appointed officers may be directed to serve the Board of Trustees in special roles and may have occasional responsibilities or duties that relate exclusively to the Board of Trustees and be separate from their roles and reporting relationships as employees of the University.
Once appointed, these officers shall hold office until removal, resignation or termination of employment with the University.
SECTION 3. Removal from Office
Any elected or appointed officer may be removed from office by operation of law or a vote of six of the voting Members of the Board. A motion to remove an officer can only be made at a regular or special meeting of the Board, and must be preceded by the conveyance of notice to each Board Member and to the officer ten days prior to the meeting.
SECTION 4. Other Board Leadership Positions
In addition to the above officers, other Board leadership positions shall be the elected delegate to the State Universities Civil Service Merit Board, appointed chairs of the Board standing committees, and appointed representatives to various public and private entities as needed. The Chair is hereby authorized to fill by appointment, after consultation with Members of the Board, the Chairs and committee members of each of the standing committees of the Board, any Ad Hoc Committees of the Board, or the Chair of a Committee of the Whole of the Board. Such appointment shall be for the remainder of the term of the particular Committee or as proscribed by the Chair. When there is a vacancy in the position of Committee Chair or a Committee Member is absent or has vacated their committee position, the Board Chair may appoint a replacement who shall automatically assume the position with all of the powers, duties and responsibilities as proscribed by these Bylaws..
SECTION 5. Election of Officers
The Board shall elect Officers and other elected positions at the meeting preceding July 1 of each year. The Board may, upon an affirmative vote of a super majority of the Board and for established good reason, postpone the election to either the next regularly scheduled meeting after July 1 or a special meeting of the Board called prior to the next regularly scheduled meeting of the Board.
The Board shall conduct its election of officers by secret ballot. The manner of the elections shall be the prerogative of the Board Chair. The Recording Secretary in conjunction with the General Counsel shall tally the results of each election attempt, advise the Chair and Board of the results and maintain the ballots as required by law or Board rule.
Procedures for the election of officers shall be as follows:
1. The Chair shall provide an opportunity for Members to make public expressions of interest, vision or acknowledgements of willingness to serve as elected officers. The General Counsel shall provide ballots for each office consisting of all eligible members for that office. The method and manner of voting shall be determined by the Chair after consultation with the Board..
2. Only the voting Members of the Board shall be entitled to cast votes in officer elections. A Student Member, who is an undergraduate student, shall not be eligible to serve as the Chair or Vice Chair.
3. If a majority of votes cast is not achieved by one Member for the office in the first balloting, the Member(s) with the fewest number of votes shall be dropped on the succeeding ballot. This process shall continue through three successive ballots. If at the conclusion of voting no Member shall have achieved a majority of the full Board, the Board Chair shall declare the election at an impasse. In the event of an impasse, expressions of interest, vision and willingness to serve are re-opened and the next election will be conducted at the next Regular Business Meeting or special meeting;
4. The votes of a majority of the Board shall be required to be elected, even if fewer than all eligible Board Members choose to vote;
5. Board Members shall be entitled to vote by written absentee ballot for good reason with prior notification to the Board Chair, Vice Chair or General Counsel in writing one week prior to the elections. Absentee ballots must be filed with the General Counsel in writing prior to the meeting at which the elections are to occur.
SECTION 6. Duties of Officers
A. Board Chair
The Board Chair shall:
1. Preside at all Board meetings, with full power to discuss all matters before the Board and to vote in roll calls, secret ballots, and when necessary to break a tie if no vote has otherwise been cast by the Chair;
2. Serve as member and presiding officer of the Board Executive Committee, and at the discretion of the Chair, may serve as a voting member of all Board standing committees and be included as part of a committee's quorum if attending and serving as a voting member;
3. After consultation with Members of the board, the Chair is authorized to appoint the chairs, vice chairs and Members of the Board Standing Committees or Ad Hoc Committees. Such appointment authority shall include the appointment of members to serve for purposes of quorum as a member of any standing or ad hoc committee. Such quorum appointments shall be for the duration of that specific committee meeting. In the absence of a committee chair and vice chair, the Board Chair may appoint a Member to serve as the temporary committee chair and/or vice chair;
4. Appoint Board representatives to various public and private entities. The Chair shall determine whether to appoint Members of the Board to serve as liaisons to various entities, including, but not limited to, the NIU Foundation and the NIU Alumni Association.
5. Coordinate Board business with the President and foster communications among Board Members;
6. Assist new Board Members in becoming familiar with the operations of the Board and the University and identify and develop potential Board leadership;
7. Engage in external activities in behalf of the Board and the University, and represent the Board and the University in a ceremonial capacity at public functions.
B. Board Vice Chair
The Board Vice Chair shall:
1. Serve as presiding officer of the Board in the absence of the Board Chair with full power to vote on and discuss all matters before the Board;
2. Serve as a member of the Board Executive Committee;
3. Assist the Board Chair in facilitating communications among Board Members and in identifying and developing Board leadership;
4. Assist the Board Chair in external relations and in representing the Board and the University in a ceremonial capacity at public functions.
The Secretary shall:
1. Serve as a member of the Board Executive Committee;
2. Sign as attesting official, with the Board Chair, any contracts and other legal documents approved by the Board, provided others delegated by the Board may sign such documents in accordance with their respective delegations.
3. Determine that the minutes and records of the proceedings of the Board are kept, published and distributed as required by law;
4. Maintain a record of the names of all Members of the Board, the dates of their appointments, and the dates of the expiration of their terms of office. The Secretary shall also maintain a record of Board officers and terms of elective office.
The Treasurer shall:
1. Be the chief custodian of all funds held in the name of the Board of Trustees and Northern Illinois University and be responsible for overseeing the issuance and sales of revenue bonds and other financial instruments on behalf of the Board;
2. Be responsible for complying with various financial requirements of bond resolutions, oversight of investment and banking relationships, and coordination and development of information for bondholders. Make a financial report to the Board reflecting securities held and all receipts and disbursements on an annual basis, or as required;
3. Provide for the orderly reimbursement or payment, consistent with state law, for Board Member travel and expenses, and establish necessary procedures incident thereto;
4. Exercise direct or facsimile signature authority, as authorized and appropriate on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair or the Secretary.
E. Assistant Secretary-Assistant Treasurer
When the Board Chair, Secretary or Treasurer are not practically available to perform one of their ministerial duties, the Assistant Secretary-Assistant Treasurer may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, the Secretary, or the Treasurer, and shall provide such other assistance to the Secretary or Treasurer as either may request and shall carry out such other functions as the Board may assign.
F. Second Assistant Secretary
When the Board Secretary or Assistant Secretary-Assistant Treasurer are not practically available to perform one of their ministerial duties, the Second Assistant Secretary may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, or the Secretary, and shall provide such other assistance to the Secretary as may be requested and shall carry out such other functions as the Board may assign.
G. General Counsel and Parliamentarian
The General Counsel and Parliamentarian shall be a member of the University staff who serves as chief legal officer and advises the Board Chair, Committee Chairs and the University President on matters of law and parliamentary procedure.
SECTION 7. Duties of Appointed Leadership Positions
A. Standing Committee Chairs
Standing Committee Chairs shall:
1. Preside over committee meetings with full power to discuss all matters before the Committee and to vote in roll calls, and when necessary to break a tie if no vote has otherwise been cast by the Chair;
2. Prepare reports of committee meetings to be presented to the Board, such reports to include notation of the committee members present, description of the agenda covered, and a summary of decisions and recommendations of the committee;
3. Keep informed of the major issues, actions and needs of the University in the areas of responsibility covered by the committee;
4. Work with the President and staff in formulating agendas and preparing for meetings;
5. Maintain communications with other members of the committee and work to keep them informed of issues and needs.
B. Standing Committee Vice Chairs
Standing Committee Vice Chairs shall:
1. In the absence of the Committee Chair, perform the duties of the Committee Chair.
SECTION 1. Executive Committee
The Executive Committee shall have as its purpose to act in behalf of the Board and to discuss and offer counsel on University operations as needed.
The Executive Committee shall be comprised of the Board Chair, the Board Vice Chair, the Board Secretary and a Member of the Board elected by the Board. The President shall be a nonvoting member of the Committee. The Board Chair shall preside during meetings of the Executive Committee.
The Executive Committee shall meet upon the request of the Board Chair, the President, or any two of the members of the Committee.
D. Powers and Duties
The Executive Committee may discuss and act upon all matters pertaining to the Board of Trustees and Northern Illinois University between meetings of the Board except policy changes. The Executive Committee will only take action on routine matters that require Board action between regular Board meetings or on other matters when specifically requested to do so by the full Board.
The Committee shall have the power to make final determinations as to matters of the Board of Trustees, provided its acts shall not conflict with action taken by the Board of Trustees. Actions of the Committee normally shall be reported to the full Board at the next meeting of the Board and entered in the minutes of that meeting.
SECTION 2. Academic Affairs, Student Affairs and Personnel Committee
The Academic Affairs, Student Affairs and Personnel Committee shall have as its purpose to review Board level policy concerns and transactions related to academic programs, student affairs and personnel administration and to provide the full Board its advice and counsel relative to such matters.
The Academic Affairs, Student Affairs and Personnel Committee shall be comprised of a minimum of four voting Members of the Board selected by the Board Chair and the student Member. The Board Chair, the President and the Provost shall serve as ex officio members, the first being able to vote and the second and third without vote. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The Provost shall provide the Committee such additional staff assistance as needed.
The Academic Affairs, Student Affairs and Personnel Committee shall meet at the request of the President, the Provost, or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.
Section 3. Compliance, Audit, Risk Management and Legal Affairs Committee
- The Committee shall oversee adherence to laws, regulations, and policies that pertain to University operations and approve compliance related goals, priorities and benchmarks.
- The Committee shall consider, report or recommend to the Board on matters pertaining to compliance, risk management oversight and legal issues.
- The Committee shall provide oversight for the legal functions of the University and for the Office of the Vice President and General Counsel.
- The Committee shall provide oversight for the compliance and audit functions of the University and for the University Ethics Officer.
- It is not the duty of the Committee or its members, individually or collectively, to ensure adherence to laws, regulations and policies; to represent the University in legal matters; to provide legal advice; to perform the legal or compliance functions of the University; to conduct legal or other investigations; to initiate or defend litigation; or otherwise to undertake the roles, responsibilities or functions of the General Counsel, the Ethics Officer, the Internal Auditor and Compliance Officer or others who have responsibilities for the management of the University.
- Composition and Structure
- The Committee on Compliance, Audit, Risk Management and Legal Affairs shall consist of a minimum of four (4) voting Members of the Board selected by the Chair. The Board Chair and the President shall serve as members, the first being able to vote and the second without voting powers. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate staff liaison(s) to the Committee as described in Section D,2 below, and shall provide the Committee such additional staff assistance as needed.
- The Committee will seek consultation from representative constituent groups as appropriate in the exercise of its responsibilities.
- The Committee on Compliance, Audit, Risk Management and Legal Affairs shall meet at the request of the President, the Chair of the Committee, or the staff liaison. Committee meetings will be scheduled so as to facilitate the timely review of matters under consideration by the Board.
- The Committee is a Standing Committee of the Board and shall follow Board rules for a quorum, voting, and minutes.
- The Committee may at any time schedule or move into a seminar or conference session or meeting to discuss litigation or other matters protected by the attorney-client privilege or other legal protections. All such meetings shall be confidential, privileged and closed to the public.
- At the request of any Committee member or the General Counsel, and at least once annually, the Committee shall meet privately with the General Counsel to discuss any matter that the Committee or the General Counsel believes should be discussed privately. If outside counsel has been retained to represent the Board separately from the General Counsel--for example, in the case of a conflict of interest or special investigation--then the Committee shall meet privately with such outside counsel as appropriate.
- Authority and Responsibility
- The Committee shall coordinate with other Board committees as appropriate, including, specifically, the Committee on Legislative and External Affairs.
- The Vice President and General Counsel, the Executive Vice President for Business and Finance (Administration) or Compliance Officer, the Director of Risk Management, and the Ethics Officer shall staff the Committee. These four individuals shall also coordinate their activities as necessary and appropriate, and shall report to the Committee on matters within the purview of the Committee.
- The following is a partial but not exclusive list of legal subject matter areas which may be brought to the Committee for discussion and oversight, or which the Committee may ask to review. This list is intended to be illustrative and is included here to help define the scope of the legal and compliance functions of the University. Most of these matters fall in whole or in part within the oversight purview of other committees of the Board. The scope of this Committee's review and oversight will be limited to the legal, ethical, risk management and compliance issues.
- Threatened or pending litigation involving the University;
- Legal aspects of compliance issues (e.g. research compliance; financial aid; export controls; health, safety and environment, etc.);
- Employment litigation;
- Substantial administrative agency complaints;
- Substantial government inquiries and investigations;
- Material conflicts of interest;
- Material campus safety and security;
- Student conduct and other legal issues affecting students;
- Mandatory reporting requirements;
- Clery Act reporting;
- Enterprise Risk Management;
- Intellectual property (e.g. patents, copyright, trademark) concerns;
- NCAA Compliance;
- Significant settlement agreements.
- Role and Mission of the Office of the Vice President and General Counsel
- The Office of the Vice President and General Counsel provides legal counsel and representation to Northern Illinois University and all of its schools and colleges, divisions, units, affiliates and related entities on the broad range of legal matters affecting the University. The General Counsel's Office serves the University Board of Trustees, the President, officers, administrators, faculty and staff in their official capacities. The General Counsel's Office is also responsible for hiring and managing outside counsel to represent the University.
- The mission of the Office is to provide the highest quality legal services to the University in a responsible, constructive and timely manner; to protect and promote the mission and values of the University, including compliance with its obligations and protection and promotion of its interests; to minimize legal risks and costs; and to address and resolve legal disputes.
- Consistent with the mission and best interests of the University, including its duties to follow the law and meet its obligations to the public, governments and third parties, the lawyers in the General Counsel's Office strive to be problem solvers; to engage in strategic thinking with the University decision makers; to defend the interests of the University and its constituents; to protect and promote integrity and ethical conduct; to practice preventive law; and to assist the University's Board of Trustees, President, officers, faculty and staff to accomplish their institutional objectives.
- In undertaking the work of the Office, the Vice President and General Counsel will coordinate with other University officials, including the President, the Internal Audit Director, the Ethics Officer, and the Compliance Officer, as necessary and appropriate.
- Reporting Obligations of the General Counsel
- The legal and ethical reporting obligations of the General Counsel and the other attorneys in the Office of the Vice President and General Counsel are determined by the Illinois Supreme Court and American Bar Association Rules of Professional Conduct (Rules of Conduct). These requirements include that the General Counsel and the other lawyers in the Office employed by the University represent the organization acting through its duly authorized constituents. The lawyers in the Office represent the University through authorized individuals and constituents acting in their official capacities on behalf of the organization.
- Subject to the legal and ethical obligations of the professional standards, the General Counsel reports to the President of the University for administrative purposes and also to the Board of Trustees which is the highest constituent authority within the organization.
- Consistent with the By-laws and University Personnel Policies and Procedures, the appointment and removal of the Vice President and General Counsel shall be made by the President subject to approval by the Board of Trustees.
- Role and Mission of the University Ethics Officer
- NIU is charged with maintaining an ethical environment for university employees and participants of the campus community. As an institutional standard, all faculty, students, and administrators are expected to act in an ethical manner. We hold the members of our University to the highest standards, and expect honesty and integrity in all issues. NIU strictly abides by the State Officials and Employees Ethics Act, and the Illinois Governmental Ethics Act. Anyone who violates applicable ethics requirements in their professional capacities as state employees may face significant consequences.
- Each University and every state agency has an Ethics Officer. Responsibilities of the Ethics Officer include: developing and administering annual ethics training; reviewing the Statement of Economic Interests forms for officers and certain other employees; and providing guidance on interpretation and implementation of the State Officials and Employees Ethics Act, and the Illinois Governmental Ethics Act. Interpretation of ethics requirements is based on court decisions, Attorney General opinions, and the findings and opinions of the Executive Ethics Commission. Ethics Officer work products are exempt from Freedom of Information Act (FOIA) requests.
- The Ethics Officer provides guidance in helping university employees and participants of the campus community comply with all state wide ethics standards. The Ethics Officer and Ethics investigators often determine whether or not to conduct investigations into allegations of ethical wrongdoing. The Ethics Officer also serves as a repository for Whistleblower complaints, and retaliation for Whistleblowing complaints. The Ethics Act, the Whistleblower Act, and University policy protect employees who, in good faith, report or threaten to report an act or omission they believe to be a violation of law, policy, or procedure. Under the Ethics Act, retaliatory action is defined as reprimand, discharge, suspension, demotion, or denial of promotion or transfer, or change in the terms or conditions of employment of any State employee, which is taken in retaliation for involvement in protected activity. Individuals who take retaliatory action against whistle blowers are subject to disciplinary action up to and including discharge by the University, in addition to potential administrative action by the Executive Ethics Commission.
- Reporting Obligations of the Ethics Officer
- The Ethics Officer reports directly to the University President. The Ethics Officer also serves as the liaison between the University, the appropriate Inspector General and the Illinois Executive Ethics Commission. The Executive Ethics Commission is composed of nine appointed commissioners, each serving a four-year term. The Commission’s duties include, but are not limited to: conducting administrative hearings on alleged violations of the Ethics Act, providing guidance to Ethics Officers, and overseeing ethics training for all employees of the executive branch of state government.
- For University employees, the Office of Executive Inspector General for the Agencies of the Illinois Governor (OEIG) serves as the Executive Inspector General. This position is appointed by the Governor of the State of Illinois for a term of five years. Established in 2003, the OEIG is an independent state agency. Its primary function is to investigate fraud, abuse, and violations of laws, rules, and policies in governmental entities. The OEIG also has responsibility for investigating alleged violations by those doing business with entities under its jurisdiction.
- Roles and Mission of the Internal Audit Department
- The Fiscal Control and Internal Auditing Act (30 ILCS 10) requires each State agency to maintain a full-time program of internal auditing. The Internal Audit Department provides both assurance audits and consulting services. As required by the Fiscal Control and Internal Auditing Act (FCIAA), the Internal Audit Director reports directly to the President and shall have direct communications with the university’s governing board. The Internal Audit Director and all full-time members of the internal audit staff shall be free of all operational duties.
- The mission of the Internal Audit Department is to provide independent and objective assurance and consulting services to assist the Board of Trustees and University management in the effective discharge of their oversight, management, and operating responsibilities. Internal auditing is based on an objective assessment of evidence. It uses a systematic, disciplined approach to evaluate and recommend improvements to the risk management, internal control, and governance processes.
- With the concurrence of the President and the Board of Trustees and in accordance with the Fiscal Control and Internal Auditing Act, the internal audit department is authorized to review and evaluate policies, procedures, and practices of any University activity, program, or function. This authority provides for full access to all records, properties, and personnel relevant to the subject under review.
- FCIAA created the State Internal Audit Advisory Board, which established professional standards and a code of ethics to which all State internal auditors must adhere. All audits shall be conducted in compliance with the general and specific standards of the "International Standards for the Professional Practice of Internal Auditing" published by the Institute of Internal Auditors, or where required, in accordance with government auditing standards published by the U.S. Government Accountability Office. The professional conduct of persons involved in internal audit operations shall be based on the ethical standards adopted by the Institute of Internal Auditors, "IIA Code of Ethics and Standards of Conduct."
- The Internal Audit Director shall have, in addition to all other powers or duties authorized by law, required by professional ethics or standards, or assigned consistent with the FCIAA, the powers necessary to carry out the duties required by this act.
- Public Act 97-1055, the Financial Reporting Standards Board Act, signed by Governor Quinn in August 2012, requires the internal auditor of every state agency that submits a GAAP package to complete and submit to the Financial Reporting Standards Board an annual audit of its GAAP package and financial statement preparation process.
- Reporting Obligations of the Internal Audit Director
- The reporting obligations of the Director and other internal auditors in the department are determined by the Fiscal Control and Internal Auditing Act, standards promulgated by the Institute of Internal Auditors, and the Financial Reporting Standards Board Act, as well as university and departmental policies and procedures.
- Consistent with the Fiscal Control and Internal Auditing Act, the Internal Audit Director is appointed by the President and will serve a five-year term. The Internal Audit Director may be removed only for cause after a hearing before the Executive Ethics Commission concerning the removal. Further, the annual salary of the Internal Audit Director cannot be diminished during the term of appointment.
- The Internal Audit Director is required to have a two-year audit plan, approved by the chief executive officer before the beginning of the fiscal year. The Internal Audit Director is to ensure that audits of major systems of internal accounting and administrative control are conducted on a periodic basis so that all major systems are reviewed at least once every two years. By September 30 of each year, the Internal Audit Director must submit a written report detailing how the audit plan for that year was carried out.
Section 4. Legislative Affairs, Research and Innovation Committee
The Legislative Affairs, Research and Innovation Committee shall have as its purpose to review Board level policy concerns and transactions related to research and artistry, technology transfer and economic engagement; and shall monitor pending state and federal legislation, administrative agency activity, and changing statutory or policy regulations at the state and federal levels that impact University interests.
The Legislative Affairs, Research and Innovation Committee shall be comprised of a minimum of four (4) voting Members of the Board selected by the Board Chair. The Board Chair, the President and the Vice President for Research and Innovation Partnerships shall serve as ex officio members, the first being able to vote and the second and third without voting powers. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall provide the Committee such additional staff assistance as needed.
The Legislative Affairs, Research and Innovation Committee shall meet at the request of the President, the Vice President for Research and Innovation Partnerships or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate the timely review of matters under consideration by the Board.
Section 5. Finance, Facilities and Operations Committee
The Finance, Facilities and Operations Committee shall have as its purpose to review Board level policy concerns and transactions related to financial affairs, physical facilities and operations, and to provide the full Board its advice and counsel relative to such matters.
The Finance, Facilities and Operations Committee shall be comprised of a minimum of four voting Members of the Board selected by the Board Chair. The Board Chair and the President shall serve as members, the first being able to vote and the second without vote. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the Committee and shall provide such additional staff assistance as needed.
The Finance, Facilities and Operations Committee shall meet at the request of the President, the staff liaison, or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.
SECTION 6. Ad Hoc Committees
Special purpose or ad hoc committees may be established by the Board either at the discretion of the Board Chair or on motion properly put and approved by the Board. Such committees shall remain in existence only so long as warranted by their assigned purpose or charge. Their operations shall be consistent with state laws on open meetings and applicable Board Bylaws, policies and Regulations.
SECTION 1. Duties and Responsibilities of the President
The President is the chief executive officer of the University. The President shall be appointed by the Board and shall be directly responsible to the Board. The Board prescribes the duties of the President, contracts with the President and, for good cause, can remove the President. The President shall have the authority and responsibility, within the framework of policies established by the Board for the organization, management, direction and general supervision of the University and shall be held accountable by the Board for the effective administration and management of the institution.
The President's responsibilities and duties are derived from powers granted by statute to the Board of Trustees under Northern Illinois University Law. The Board authorizes the President to develop institutional policies, implement procedures and engage the university community in activities which fulfill the purpose and mission of the university
The President has the overall responsibility for the provision of staff services to Members of the Board of Trustees and shall maintain a staff adequate for the performance of the Board's governance responsibilities and the President's duties as chief executive officer. The President shall make all recommendations for appointments to University positions under the Board of Trustees and shall implement such information systems and reporting requirements as are necessary for the Board to perform its responsibilities.
All communications related to official University business from any faculty member, officer, or other employee of the University, addressed to the Board of Trustees of the University or to any committee thereof, shall be transmitted through the President of the University.
The President, or his designee, is also responsible for the University's relationships with other state and federal agencies, including but not limited to the United States Department of Education, other institutions of higher education, including but not limited to the Illinois Board of Higher Education, the Office of the Attorney General, the Office of the Auditor General, the State Universities Retirement System, the Department of Labor, the Universities Civil Service Merit Board, the Illinois State Labor Relations Board and the Illinois the Illinois Educational Labor Relations Board. Furthermore, the President shall serve as the University's primary representative to the United States Congress, the Executive Branch of the Federal Government, the Illinois General Assembly and the Governor of the Sate of Illinois.
SECTION 2. Presidential Selection
The Board of Trustees shall be solely responsible for the actual selection of the President of the University, the final determination of Presidential goals and priorities, and the final assessment of Board and Presidential performance and progress indicators.
The Board shall establish and be responsible for directing the Presidential search. Such searches shall be executed with due respect for the principles of fairness, equity, inclusiveness and diversity. In addition, a Presidential search shall be conducted giving due consideration to University faculty and other participants in the shared governance process including, but not limited to, students, professional staff and civil servants. The Board, with appropriate consultation, may make adjustments to the search process to assure meaningful and broad participation.
SECTION 3. Board and Presidential Assessment
The Board and the President shall establish short- and long-term goals for the benefit of the Board and the University, and the Board and President shall periodically review the Board and presidential goals and their respective performance related thereto. These goals shall cover a period of between three and five years, and the Board and the President shall conduct a review of the progress periodically, but not less than every three years.
The Board and the President may, as part of its goals assessment, consult with representatives of the various constituents of the University including, but not limited to, University Council, the NIU Foundation, the NIU Alumni Association, representatives of student and community organizations, and any other persons or entities which the Board deems appropriate.
Members of the Board of Trustees, officers of the Board, officers of the University and all employees of the Board of Trustees of Northern Illinois University must conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Northern Illinois University organization. A conflict of interest is present whenever a Trustee, officer, or employee has a material personal interest in a proposed contract or transaction to which the corporation is a party. This interest can occur either directly or indirectly; the Trustee or officer may be personally involved with the transaction, or may have an employment or investment relationship with an entity with which the corporation is dealing, or it may arise from some family relationship.
Any duality on the part of any Trustee or officer shall be disclosed to the Board of Trustees, and made a matter of record through an annual procedure and also when the interest becomes a matter of Trustee or officer action. In general, a Trustee's or officer's conflict will be cleared of any consequence by, first, full disclosure and, second, approval or ratification of the subject action by a disinterested majority of Trustees. Any Trustee having a duality of interest shall not vote or use personal influence on the matter, and shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum situation.
Any new Trustee or officer will be advised of this Bylaw restriction upon entering the duties of office.
Subject to applicable federal and state law, the availability of funds and the terms and conditions of the Board's Self-Insurance Plan, the Board of Trustees shall indemnify each present or former Trustee, officer, employee, student-employee, and duly authorized volunteer, where such volunteer relationship is reduced to writing (“Covered Person”) of the Board, except independent contractors, against all reasonable expenses which may be incurred or paid in connection with any claim, or actual or threatened action, suit, proceeding or investigation (civil, administrative, or other non-criminal proceedings) and appeals in which the Covered Person may be involved by reason of being or having been a Trustee, officer, employee, student, duly authorized volunteer.
In those matters where a court of competent jurisdiction or state or federal law requires indemnification, the Chair, after consultation with the Vice President and General Counsel, may make the determination of whether to indemnify and the scope of such indemnification. The Chair shall notify the Board of the decision within twenty-four hours of its making.
In those matters where a former or current Board member or former or current President is the subject of threatened or imminent litigation, the Executive Committee, after consultation with the Vice President and General Counsel, shall determine whether the Board member or President is eligible for indemnification and scope of such indemnification. The Chair shall notify the Board of the decision of the Executive Committee within twenty-hour hours of its making.
The Board may, by either the action of the Chair, Vice Chair or three (3) members of the Board, call for a special meeting to determine indemnification for former, or current, Board members, Presidents or employees, of the University. The Board, as provided under the Open Meetings Act, may have substantive discussions in a closed session.
For all other employees of the University, other than the President, the question of whether an employee is eligible for indemnification and the scope of such indemnification shall be determined by the Vice President and General Counsel in consultation with the President. The Vice President and General Counsel shall notify the Board of any such decision within twenty-four hours of its making.
In matters concerning criminal investigations or proceedings, the Board shall not be responsible for the payment of expenses where there is a criminal conviction. In the event a conviction is later successfully appealed, the Board shall be responsible for the payment of expenses up to the point of the resolution of the successful appeal. A conviction or the entry of any plea in a criminal case shall in and of itself be deemed an adjudication that the Covered Person engaged in misconduct in the performance of his or her duties to the Board. In those matters wherein there is a criminal investigation which might result in a criminal charge and conviction, the Vice President and General Counsel is authorized to offer indemnification where there is a good faith belief that a criminal conviction is not likely. Such indemnification shall be subject to reimbursement of expenses in the event there is a conviction. In such cases, the University shall seek reimbursement for any expenses related to the matter.
The Vice President and General Counsel may establish guidelines for the implementation of these provisions which include, but are not limited to, determining the scope of indemnification, the budget for representation, and the criteria for selection of counsel and other experts.
The Executive Committee of the Board shall determine eligibility for and the scope of coverage for indemnification for any current or former members of the Board or President of the University. In the event a member of the Executive Committee of the Board is the subject of a request for indemnification, such member shall recuse him or herself from any discussion or decision related to the indemnification. Upon recusal, the Chair (or Vice Chair, if Chair recuses him or herself) shall appoint another member of the Board to fill the open spot on the Executive Committee. The Vice President and General Counsel shall be responsible for determining whether and to what extent indemnification shall be provided to any employees.
In cases where an action, suit or proceeding advances to final adjudication and there is a finding that the Covered Person acted outside of the scope of their employment, indemnification shall not be provided.
For those settlement matters that are in the exclusive purview of the Board, the determination whether a settlement is reasonable and in the interest of the Board or whether the Covered Person acted in good faith for a purpose which the Covered Person reasonably believed to be in the best interests of the Board and was not aware that the conduct was unlawful may be made by a majority of the disinterested Trustees acting on the proposal.
As used in this Article of the Bylaws, the term "expenses" includes without limitation, attorneys' fees, costs, judgments, fines, penalties and other liabilities, subject to the determination in Section 1 of this Article.
The rights of indemnification provided for are severable, are not exclusive of other rights to which any Trustee or officer may now or hereafter be entitled, and continues in effect notwithstanding the fact that the individual ceases to be a Trustee, officer, or employee at the time the action is instituted, while it is pending or after the judgment is rendered.
The indemnification referred to above covers the conduct of the Trustee, officer, or employee which occurred both before and after the adoption of this Article of the Bylaws and shall inure to the benefit of their estate.
If any part of these Bylaws or any payment made pursuant to it is for any reason held invalid, the provisions of this Article of the Bylaws are not otherwise affected but remain in full force and effect and be deemed amended to the extent necessary to comply with law and consistent with the intent of this provision.
Bylaws may be adopted at any regular meeting by majority vote of the total voting membership of the Board. The Bylaws shall be reviewed periodically as determined by the Chair or a majority of the Board. Such review, however, shall take place at a minimum of once every three years, and may be assigned by the Chair to a standing committee, ad hoc committee or a Committee of the Whole. The initial period of review shall commence no later than September of 2015.
Any provision of the Bylaws may be suspended in an existing or impending emergency, in the event of a natural catastrophe, or if a situation arises which impairs or impedes the public mission of the University. The suspension of the Bylaws requires an affirmative vote of six (6) Members of the full Board.
Bylaws of the Board of Trustees may be amended at any regular meeting of the Board by six (6) affirmative votes of the Members of the full Board, provided that notice of the intention to amend the Bylaws shall have been presented in writing at the regular or special meeting immediately preceding. Such notice shall provide so far as possible the exact wording of the amendment proposed.
Originally approved by the Board of Trustees of Northern Illinois University at its Organizational Meeting on January 3, 1996. Amendments were approved by the Board of Trustees at its March 1, 2012 regular meeting. Any subsequent amendments will be approved as needed.