Bylaws Trustee Appointment, Name of Board, and Vacancy Ferris State University (The "University") is the successor to Ferris State College and Ferris Institute, which was created and became a state educational institution by Act 114, Michigan Public Acts of 1949, as amended, and became a State constitutional educational institution by adoption of sections 4 and 6 of Article VIII of the Michigan Constitution of 1963. The University shall be governed by a board of control, which shall be called "Board of Trustees," consisting of eight members appointed by the Governor of Michigan, by and with the advice and consent of the Senate, which Board shall be a body corporate. Vacancies on the Board of Trustees shall be filled by appointment by the Governor in like manner. Length of Term of Office The members of the Board of Trustees shall hold office for terms of eight years; provided, however, that not more than two of such terms shall expire in the same year. Each member of the Board of Trustees shall be referred to as "Trustee." Duties The Board of Trustees shall have general control, supervision, and management of all affairs and business of the University, and the control and direction of all expenditures from the funds of the University. Annual Meeting The annual meeting of the Board of Trustees (the "Board") shall be held in the month of July of each year at a time, date, and place as determined by a majority vote of the Trustees. The Recording Secretary shall give each Trustee ten (10) days written notice of the date, time, and place of such annual meeting. The regular monthly meeting of the Board shall follow the annual meeting of the Board, and notice of the annual meeting of the Board shall be posted as set forth in Section 3 of this Article. Regular Meetings The Board shall meet on a regular basis at times determined by the Board unless cancelled in advance by consent of the Board. Meetings will ordinarily be held in the Auditorium of the Holiday Inn Conference Center, 1005 Perry Avenue, Big Rapids, Michigan, but may be held at such other times and places in Michigan as the Board may determine. The Recording Secretary shall give each Trustee ten (10) days written notice by mail of the date, time, and place of such regular meeting. Notices/Postings Notice of the dates, times, and places of all the regularly scheduled meetings of the Board during the upcoming fiscal year shall be posted within ten (10) days after the first meeting of the Board in each fiscal year. This notice shall indicate that the meetings are to be of the Board of Trustees of Ferris State University, and shall state the address and telephone number of the Board secretary, as well as the location, time, and date of the meeting. The notice shall be posted in the Office of the Secretary of the Board of Trustees at Ferris State University, Starr Educational Center, Big Rapids, Michigan 49307, or at any temporary office the Board may occupy, which office is designated as the principal office of the Board, and at the President's Office, Ferris State University, Big Rapids, Michigan 49307. The notice may also be posted at any other locations considered appropriate by the President. Public Notices/Regular Meetings If there is a change in the schedule of regular meetings of the Board, they shall be posted within three (3) days after the meeting at which the change is made stating the new dates, times, and places of its regular meetings. The public notice shall be posted in the places designated in Section 3. Special Meetings If there is a rescheduled regular meeting or a special meeting of the Board, a public notice stating date, time, and place of the meeting shall be posted at least eighteen (18) hours before the meeting. The notice shall be posted in the places designated in Section 3. Special meetings of the Board may be called, as required, by the Chairperson of the Board or the President of the University at any time upon written or telephonic notice by the Recording Secretary to all Trustees, and such special meetings shall be held on the campus, or at such other location in the State of Michigan as the Recording Secretary, by proper notice, may direct. The nature of the agenda of such special meeting shall be indicated in the call of such special meeting. Recessed Meetings If a meeting of the Board is recessed for more than thirty-six (36) hours, it can be reconvened only after public notice, which is equivalent to that required for a rescheduled regular or special meeting, has been posted. Meeting Notices/Newspapers Upon written request, the Recording Secretary of the Board, at the same time a public notice of a meeting is posted pursuant to this Article, shall provide a copy of the public notice of that meeting to any newspaper published in the State and to any radio and television station located in the State, free of charge. Quorum A majority of the Trustees shall constitute a quorum to do business, but a smaller number may meet and adjourn to some other time or until a quorum is obtained. Agenda At all regular meetings and special meetings, it shall be valid to act on any subject within the power of the Board, unless the call of a special meeting is limited. The Board shall conduct its business according to a prepared agenda. Emergency Sessions Nothing in this Article shall bar the Board from meeting in emergency session in the event of a severe or imminent threat to the health, safety, or welfare of the public, when two-thirds of the members serving on the Board decide the delay could be detrimental to the efforts to lessen or respond to the threat, by an affirmative vote by telegraph, telephone, or mail from five (5) Trustees, subject to ratification and confirmation at the next regular meeting of the Board. A report of such telegraph, telephone, or mail action by individual vote shall be contained in the official minutes of the Board and shall also be forwarded by the Recording Secretary to all Trustees within ten (10) days following such telegraphic, telephonic, or mail vote. Hearing of the Public Any person in attendance at a meeting of the Board shall be permitted to address the meeting subject to the following rules: Any person who desires to address a regular meeting of the Board may deliver to the Recording Secretary of the Board, personally or by mail, at the Board of Trustees Office, Starr Educational Center, Ferris State University, Big Rapids, Michigan 49307, or at any temporary office the Board may occupy, at least ten (10) days prior to the date of such meeting, a written notice which shall identify the meeting, and the person who desires to address the Board, and shall include a brief description of the subject matter concerning the person who desires to address the Board. Voting Procedures Whenever a vote is taken on a matter coming before the Board or any of its committees, the vote shall be taken by the Chairperson or other person chairing the meeting and recorded by the Recording Secretary. Agenda from Board Trustees may have items placed on the agenda of a forthcoming meeting of the Board by presenting such request(s) to the President of the University in written form at least ten (10) days in advance of a Board meeting or by unanimous consent of the Trustees present at an official meeting. Agenda Deadline The agenda shall be mailed to members of the Board at least one week in advance of all regular meetings. Minutes: Public Record Minutes of the Board meetings (except closed sessions held pursuant to law) shall be public records open to public inspection and shall be available at the address designated on posted public notices pursuant to this Article. Copies of such minutes shall be available to the public at a reasonably estimated cost for printing and copying. Proposed minutes shall be available for inspection not later than eight (8) business days after the meeting for which the minutes refer, and approved minutes shall be available for public inspection not later than five (5) days after the minutes are approved by the Board. Annual Meeting: Order of Business The Order of Business at the annual meeting of the Board shall be: Call to Order and Roll Call Hearing of the Public Election of Officers Reappointment of Recording Secretary Establishment of Board Meeting Calendar Adjournment Election and Succession to Office The following three (3) officers of the Board shall be elected by the Board from among its Trustees: Chairperson, Vice Chairperson, Secretary. Officers Term of Office The Board shall annually elect officers at a meeting to be held in July. The officers of the Board shall take office the first day following the annual meeting in July and shall hold office for the term of one (1) year and/or until their successors are elected and qualified. Officers Vacancies In the event of a vacancy in any office, the Board will, by election, fill the vacancy for the unexpired term. Chairperson The Chair shall preside at all meetings of the Board, and will Also perfor such duties as may be prescribed by law or by the policies of the Board, including: Facilitating the business of the Board. Arranging with the President that adequate resources are available for Board information and discussion. Providing opportunity for all parties to be heard on an issue, and that the issue is adequately addressed. Vice Chairperson The Vice Chairperson shall perform such duties as assigned by the Board and/or Chairperson and shall assume the duties of the Chairperson during the Chairperson's absence. Secretary The Secretary shall supervise and review the taking and recording of Board minutes by the Recording Secretary. The Secretary shall preside at the meeting of the Board in the absence of the Chairperson and Vice Chairperson. In addition, the Secretary shall perform all other functions formerly performed by the Treasurer together with any other functions assigned to the Secretary by the Board. President (Election and Duties) Whenever a vacancy occurs in the office of President of the University, the Board shall elect a President, who is not a Trustee of the Board, and the President shall be the chief educational officer of the University and the principal executive officer of the institution and ex officio member of the Board without a right to vote. Legal Counsel The Board of Trustees may appoint general counsel and/or special counsel as is necessary or as the occasion demands in the proper operation of the University. Recording Secretary The Board shall also appoint a Recording Secretary as recommended by the President who shall not be a Trustee of the Board, but shall keep the minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purpose or purposes for which a closed session is held. The minutes shall include all roll call votes taken at the meeting. The Recording Secretary shall cause to be given and/or posted all required public notices of meetings of the Board or of its committees for which public notice must be given. Executive Committee The Chairperson, Vice Chairperson, Secretary and the most recent past Chairperson still a Trustee of the Board shall constitute the Executive Committee of the Board. The Chairperson of the Board shall act as Chairperson of the Executive Committee. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of such business as may properly come before this committee. Finance Committee There shall be a Finance Committee consisting of three (3) Trustees appointed by the Chairperson of the Board, one of whom shall be appointed by the Chairperson of the Board as Chairperson of the Committee. Committee membership shall be effective from the first day of July, and shall continue for a term of one year and/or until their successors are duly appointed. Two (2) members of the Finance Committee shall constitute a quorum for the transaction of such business as may properly come before the Finance Committee. The Chairperson of the Board shall serve as an ex officio member of this committee. Academic Affairs/Student Affairs Committee There shall be an Academic Affairs/Student Affairs Committee consisting of three (3) Trustees appointed by the Chairperson of the Board, one of whom shall be appointed by the Chairperson of the Board as Chairperson of the Committee. Committee membership shall be effective from the first day of July, and shall continue for a term of one year and/or until their successors are duly appointed. Two (2) members of the Academic Affairs/Student Affairs Committee shall constitute a quorum for the transaction of such business as may properly come be fore this Committee. The Chairperson of the Board shall serve as an ex-officio of this Committee. Minutes of Meeting Minutes of all proceedings of the Board of Trustees at any annual, regular, special, or executive committee meeting, or mail or telephonic votes of the Board shall be kept by the Recording Secretary designated for that purpose, and the minutes of each meeting shall be mailed to each member of the Board within eight (8) working days following the meeting. Minutes of Meeting: Conformance with State Constitution It shall be the policy of Ferris State University to follow and abide by the applicable provisions of the Michigan State Constitution of 1963, effective January 1, 1964. Procedures for Amending/Repealing Bylaws These bylaws, or any provision hereof, may be amended or repealed in whole or in part by a majority vote of the Board of Trustees at any regular or special meeting of the Board, when members of the Board have been notified of such proposed action in the call and notice of such meeting. Roberts Rules of Order The Roberts Rules of Order, Revised may be consulted and considered rules of the Board of Trustees in the conduct of Board of Trustees meetings on matters not specifically covered by these bylaws. Expense Policy: Travel Act 114, Public Acts of 1949, as amended by P.A. 87 of the Public Acts of 1963, provides in part that members of the Board of Trustees shall serve without compensation, but shall be entitled to actual and necessary expenses incurred in performance of official duties. Expense Policy: Entertainment It is the policy of Ferris State University to reimburse University officers and employees (as designated by the President), the President and Trustees for entertainment expenses incurred on behalf of the University when those expenses are appropriate and are properly documented and approved in accordance with this policy. Conflict of Interest Policy It is the policy of the Board of Trustees of Ferris State University that all Trustees, officers, and employees of Ferris State University comply with the constitution and laws of the State of Michigan pertaining to conflict of interest. The members of the Board of Trustees and the President of Ferris State University are subject to the provisions of Section 10, Article IV, of the 1963 Michigan Constitution, and Act 318 of the Michigan Public Acts of 1968, as amended (MCLA 15.301 et seq; MSA 4.1700(21) et seq). All other officers and employees of Ferris State University are subject to the provisions of Act 317 of the Michigan Public Acts of 1968, as amended (MCLA 15.321 et seq; MSA 4.1700(21) et seq). Freedom of Information In accordance with the Michigan Freedom of Information Act, Act 442 of the Michigan Public Acts of 1976, as amended, the Ferris State University Board of Trustees takes appropriate action to implement the provisions of the Act to the extent that the Act is applicable to this University. The Act provides that the public body may make reasonable rules necessary to protect its public records and to prevent excessive and unreasonable interference with the discharge of its functions, and that public bodies establish and publish procedures for calculation of the cost for providing copies of public records under the Act.