Article VII - Procedure

Section 7.1 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 7.2 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 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 7.3 Indemnification. The University shall indemnify any Trustee, officer, agent or employee of the University against expenses actually incurred by such person in connection with the defense of any civil action, suit or proceeding in which such person is made a party by reason of being or having been such Trustee, officer, agent or employee, in which such person is found to be not liable. 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.

Section 7.4 Rules of Order. Any procedure not herein prescribed shall be governed by Robert's Rules of Order, as revised.

Section 7.5 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 These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by an affirmative vote of a majority of all Voting Trustees then in office, provided that written notice of the intention to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 7.6 Effective Date. These Bylaws are effective by substitution on November 1, 1993, and no provision herein will have retroactive effect.

Section 7.7 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.

Revised January 2001