Northern Illinois University
Board of Trustees

In accordance with the Northern Illinois University Law and related legislation, the State of Illinois charges the Board of Trustees of Northern Illinois University with the responsibility to operate, manage, control and maintain Northern Illinois University and assigns broad authority to the board 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. If inconsistencies arise, the most current applicable laws shall control the actions of the board and the university. Northern Illinois University shall be referred to in this document and other governance and administrative documents as either "Northern Illinois University," "university," or "NIU."

The Board of Trustees herewith establishes bylaws intended to encourage efficiency and facilitate its business. The board is the final institutional authority; therefore, board bylaws, legislation, policies and regulations have precedence over the constitution, legislation and policies of the university. 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.

The Board of Trustees is a public body with statewide jurisdiction that shall execute its responsibilities in conformity with the Northern Illinois University Law, the Open Meetings Act, and all other applicable law.

Unless otherwise provided by law, the physical presence of five members of the board shall constitute a quorum. In cases of statewide emergency during which the physical presence of members is impractical, the board shall comply with the Illinois Open Meetings Act, as amended. For committee meetings of the board, a majority of the members of the committee shall constitute quorum. A quorum of the board or committee must be physically present at the location of the meeting or simultaneously held videoconferencing at a publicly owned or leased Illinois location given public notice and public access.

The requirement that a quorum be physically present shall not apply to committees without authority to make binding recommendations or determinations or to take any other substantive action.

Special Attendance Circumstances: If a quorum of the board or specially empowered committee is physically present, a majority vote from that body may allow a member to attend the meeting by video or audio conference 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 permitted by applicable law. If a member wishes to attend a meeting by such means, they 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, quorum may be established by physical presence, audio or video conferencing.

The voting eligibility status of the student member shall depend on applicable law. The student member shall not be considered a member for the purpose of determining quorum when they are not entitled to vote on a measure under the law. The student member shall have all 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 or faculty promotion.

The board chair or committee chair may appoint any physically present board member as a temporary member of a committee for the purpose of measuring quorum. 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 at a meeting in which a quorum exists.

Insofar as it is consistent with these bylaws and applicable statutes, the current edition of Robert's Rules of Order shall guide the consideration of all business and debate in meetings of the board and its committees.

1. Consistent with applicable law, the board shall provide an opportunity for members of the public to address the board at each regular or special meeting of the board or its committees. The opportunity for public comment shall be on the approved agenda of the meeting.
2. For presentations intending to last more than five minutes and use communication means beyond verbal communication, individuals must complete a board-provided request form and provide the completed form to the president or their designee at least 24 hours prior to the scheduled start of the board meeting. Such requests shall be forwarded to the board liaison and the board's recording secretary but do not guarantee any specifically allotted amount of time.
3. Members of the public who wish to address the board must register on a board-provided request form which must be completed and provided to the board's recording secretary before the scheduled start of the meeting. To be recognized, the appearance request must include the name of the individual wishing to speak.
4. The chair of the meeting will recognize duly registered individuals at the appropriate point during the meeting. The meeting chair has discretion to set reasonable time, place and manner constraints on any appearance before the board in order to maintain decorum at the public meeting, assure that such meetings are efficiently conducted, or when it is otherwise necessary to further a significant university interest. All appearances before the board must be relevant to the business and operations of the university or pertain to matters within the board's jurisdiction. Unduly repetitive comments may be restricted by the meeting chair. Appearances that are not relevant or are unduly repetitive will be ceased, so as not to inappropriately disrupt the business and operations of the board.
5. The time references mentioned in this section are for informational and planning purposes only. When feasible, the meeting chair will provide at least five minutes for each requester to address the board. However, the scheduling of appearances in relation to the meeting agenda, the number of requests and other relevant university interests is at the discretion of the meeting chair, who may defer presenters when appropriate.
6. All participants in board meetings should cooperate with the meeting chair and show due respect to other meeting participants. Meeting participants should adhere to Robert's Rules of Order and all applicable board protocols. A copy of these bylaws and any other board protocols, if applicable, will be reasonably available from the board's recording secretary upon request.

The recording secretary of the board or designee shall be responsible for recording and preparing the meeting minutes of the board 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 which 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 open meetings shall be available for public inspection and posted on the board's website within seven days of the approval of such minutes by the board or its committees. Minutes shall remain posted on the website 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.

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 components of the university from affiliating with and being accredited by other accrediting entities.

Pursuant to the Illinois Governmental Ethics Act, 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.

With a vote of six voting members, the board may recommend the removal of any of its members to the governor. Causes justifying recommendation for removal include but are not limited to neglect or abandonment of duty and failure to attend three or more consecutive regular board meetings without cause. 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.

Failure to maintain residency constitutes resignation from the board and is grounds for removal by operation of law.

Should the student member of the board fail to maintain residency, minimum grade point average or enrollment requirements established by the Northern Illinois University Law, their membership on the board shall have terminated by operation of law. If a student trustee should fail to meet the requirements for service as a trustee (as outlined in the NIU Law or NIU Board Regulations), voluntarily resign or otherwise become incapacitated from serving, the president of the NIU Student Government Association, with the advice and consent of the Student Government Association Senate, shall appoint an eligible student to serve for the remainder of the term. Such student shall have all the rights, responsibilities, privileges and obligations as any other members of the board, subject to any statutory limitations.

1. The board shall convene in regular session at least once each quarter on the DeKalb, Illinois campus of NIU or any other university-owned property in Illinois. Additional regular session meetings may be scheduled by the board.
2. Written notice of all regular meetings and of the proposed agenda shall be given to each member of the board by the president, preferably at least 10 days prior to the meeting.
3. 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.

Special meetings of the board may be called by the board chair, the vice chair if there is a vacancy in the office of board chair, or by any three voting members of the board.

The board may hold closed meetings in accordance with the Illinois Open Meetings Act. Closed meetings will be held upon a majority vote, taken by roll call, of a quorum present at an open meeting for which notice has been given, with a citation to the specific exemption provided. The roll call shall be publicly disclosed at the time of the vote and recorded in the meeting minutes.

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 officers of the board shall consist of a board chair, vice chair and secretary. 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 elect a board delegate to the State Universities Civil Service Merit Board, as well as electing a fifth board member to serve on the Executive Committee.

The chair is authorized to fill vacancies that may arise in any of the elected offices by appointment. 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 the chair powers, duties and responsibilities as prescribed by these bylaws. Such action is not subject to review or challenge. The positions of board chair, vice chair and secretary may be held by the same board member for no more than two consecutive terms.

The appointed officers of the board shall consist of a 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 are 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.

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, 10 days prior to the meeting.

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 authorized to appoint, after consultation with members of the board, the committee chairs and 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 appointments shall be for the remainder of the term of the particular committee or as prescribed 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 to automatically assume the position with all the powers, duties and responsibilities as prescribed by these bylaws.

The board shall elect officers and other elected positions at the meeting preceding July 1 of each year. A super majority vote is needed to postpone the election for established good reason to either the next regularly scheduled meeting after July 1 or a special meeting prior to the next regularly scheduled meeting of the board.

The board shall conduct its election of chair and secretary by secret ballot. Ballots submitted for all other executive officer positions shall not be secret. 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.

Procedure

1. The chair shall provide an opportunity for members to make public expressions of interest, vision or acknowledgement of willingness to serve as an elected officer. The General Counsel shall, for each office, provide ballots listing all eligible members for that office.
2. 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. In an existing or impending emergency which prevents the votes of a majority of the fixed membership from being achieved due to vacancies, a board chair pro tem and secretary pro tem may be elected under a simple majority of the present and voting membership.
3. If a vote of a majority of the board is not achieved by one member for the office in the first balloting, a second balloting of all eligible members for that office shall occur. The same process shall occur if the necessary majority is not achieved by one member for the office in the second balloting. At no time during such successive ballots shall the General Counsel indicate the number of votes achieved by any member, except if a majority of votes cast is achieved by one member. If no member achieves the necessary majority during the third balloting, only the names of the two members who received the most votes shall be on the succeeding final ballot. A tie in the number of votes achieved may result in more than two members remaining eligible on the final ballot. If at the conclusion of the final round of voting no member achieves a majority vote 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 reopened and the next election will be conducted at the next regular or special meeting.
4. Board members shall be entitled to vote by written absentee ballot for good reason with written notification given to the board chair, vice chair or General Counsel prior to the elections. Absentee ballots must be filed in writing with the General Counsel prior to the meeting at which the elections are to occur. If a majority of votes cast is not achieved by one member for the office in the first balloting, the absentee ballot shall not be counted beyond the first balloting, unless the absentee voter, at the time of submitting their ballot, has indicated they wish for the ballot to be considered in all subsequent balloting of the present election.

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 their own discretion, 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 committee chairs, vice chairs and members of 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 communication among board members.
6. Assist new board members in becoming familiar with the operations of the board and university and identify and develop potential board leadership.
7. Engage in external activities on behalf of the board and university and represent the board and university in a ceremonial capacity at public functions.
8. Sign, as attesting official, any contracts or other legal documents approved by the board.

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 communication among board members and in identifying and developing board leadership.
4. Assist the board chair in external relations and in representing the board and university in a ceremonial capacity at public functions.

Secretary

The secretary shall:

1. Serve as a member of the board Executive Committee.
2. Sign as attesting official, like the board chair, any contracts or 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 expiration of their terms of office. The secretary shall also maintain a record of board officers and terms of elective offices.

Treasurer

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.

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 unavailable party and shall provide other assistance to the secretary or treasurer as requested and carry out other functions as the board may assign.

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 secretary and shall provide other assistance to the secretary requested and carry out other functions as the board may assign.

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 university president on matters of law and parliamentary procedure.

Board of Trustees Liaison

The president, after consultation with the board chair, shall determine a liaison for the board. The board liaison shall be responsible for assuring the board is informed of matters related to it organization and operation, including but not limited to, administrative, scheduling, logistical and compliance matters. The board liaison is responsible for coordinating board committee functions, including but not limited to, operational matters and scheduling. At the direction of the president, the board liaison shall be responsible for informing the board of significant university matters. In addition, the board liaison shall be responsible for any other duties or initiatives assigned by the president, provided, however, that the board liaison and other staff provided shall be sufficient to service the needs of the board.

Standing Committee Chairs

Standing committee chairs shall:

1. Preside over committee meetings with full power to discuss all matters before the committee, 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 shall include notation of the committee members present, a 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 forming agendas and preparing for meetings.
5. Maintain communication with members of the committee and work to keep them informed of issues and needs.

Standing Committee Vice Chairs

Standing committee vice chairs shall:

1. In the absence of the committee chair, perform the duties of the committee chair.