VIRGINIA COMMONWEALTH UNIVERSITY
By-Laws
1. Corporate Name and Governing Body
1.01. Corporate Name. The University was established
by Chapter 93 of the Acts of Assembly of 1968 as a corporation
consisting of the Board of Visitors of the Virginia Commonwealth
University under the style of "Virginia Commonwealth University".
1.02. Governing Body. The University shall be governed
by the Board of Visitors and shall at all times be under the
control of the General Assembly of the Commonwealth of Virginia
2. The Board of Visitors
2.01. Composition and Term of Office. The Board of
Visitors shall consist of fifteen members. Except for the members
of the initial Board of Visitors, the term of office shall be
four years and members shall be eligible for service for two
consecutive terms of four years only (exclusive of that portion
of any unexpired term or any term on the initial Board of less
than four years). All vacancies shall be filled by the Governor
of the Commonwealth of Virginia for the unexpired term and all
appointments to the Board of Visitors are subject to confirmation
by the General Assembly if in session when such appointments are
made, and if not in session, at its next succeeding session.
Visitors shall continue to discharge their duties after their
terms have expired until their successors have been appointed and
have qualified.
2.02. Meetings.
(a) Regular meetings. Regular meetings of the
Board of Visitors shall be held on such date and at such place in
the City of Richmond as may be set by the Rector in the months
of July, September, November, January, March and May of each year.
The May meeting shall be deemed to be the Annual Meeting.
(b) Special meetings. Special meetings of the
Board may be called by the Rector, or in his absence or disability,
by the Vice Rector or by any three Visitors at such dates, times
and places in the City of Richmond as may be specified in the
call for the meeting.
(c) Notice. At least three days notice in writing
shall be given of the time and place of all meetings. Notice given
by telegram shall be deemed to be notice in writing. A waiver of
notice of a meeting in writing signed by any Visitor, whether
before or after the time stated therein, shall be equivalent to
the giving of proper notice and a Visitor who attends a meeting
shall be deemed to have had timely and proper notice of the meeting
unless he attends for the express purpose of objecting because the
meeting is not lawfully called or convened.
(d) Quorum. A majority of the members of the
Board of Visitors serving at any time shall constitute a quorum.
(e) Order of Business. The order of business
at meetings, unless modified by the Rector, shall be:
Call to Order
Roll Call
Approval of minutes of previous meetings
of the Board of Visitors, and the
Executive Committee
Reports of Committees
Reports of Officers
Unfinished Business
New Business
Appointments of Faculty
Election of officers when applicable
Adjournment
(f) Conduct of Business. All meetings shall be
conducted in accordance with the principles of procedure prescribed
in Roberts' Rules of Order.
2.02. Rights and Powers. The Board of Visitors shall be
vested with all rights and powers conferred upon it by Chapter 93
of the Acts of Assembly of 1968 insofar as the same are not in-
consistent with the general laws of the State.
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3. Advisory Boards
3.01. Board of Visitors of the Medical College of
Virginia and the Richmond Professional Institute. The remaining
members of the Board of Visitors of the Medical College of
Virginia and Richmond Professional Institute shall serve as
Advisory Boards to the Board of Visitors until July 1, 1970, and
during such period, shall render such assistance and take such
action as the Board of Visitors may request from time to time.
4. Committees
4.01. The Executive Committee.
(a) Number and Election. The Executive Committee
shall consist of six Visitors. At each Annual Meeting the Board
shall elect six members including the Rector who shall serve as an
ex-officio member with the right to vote. The Committee shall
elect its Chairman. Vacancies shall be filled by election by
the Board for the unexpired portion of the term.
(b) Quorum. A quorum of the Executive Committee
shall consist of four Visitors.
(c) Powers and Duties. The Executive Committee
shall perform all such duties as are required by the Board of
Visitors and as could be performed by the Board during the interim
between its meetings. Minutes of meetings of the Executive
Committee shall be presented to each meeting of the Board of
Visitors. The Executive Committee may make rules for the holding
and conduct of its meetings, the notice thereof required and the
keeping of its records.
4.02. Standing Committees. The Standing Committees of
the Board shall consist of the Finance Committee, Property
Committee, Academic Policy Committee, Development and Public
Relations Committee, and Student Activities Committee. The number
to be appointed to each Standing Committee shall be determined
by the Rector at the time of appointment, but no Committee shall
consist of fewer than three members. The Standing Committees
shall be appointed by the Rector at the Annual Meeting in May
of each year, or as soon as possible thereafter, and at the time
of appointment the Rector shall designate the Chairman of each
Committee. A vacancy on any Committee shall be filled by the
Rector for the unexpired term and the Rector shall have the power
to change the membership of any Standing Committee at any time.
Each Standing Committee shall meet at the call of the Chairman,
the Rector, or the President and shall consider such matters
as may be referred to it by such officers or by members of the
Committee. The Standing Committees set forth in this Paragraph
have no power or authority to commit the Board to any policy or
action unless specifically granted such power or authority by
the Board. In such cases, a report of final action by the
Committee shall be made at the next regular meeting of the Board,
and, if confirmation is required, shall be confirmed and approved
by the Board at that time.
(a) Finance Committee. The Finance Committee shall
be responsible in all matters relating to the University's
financial affairs and business operations, it shall review and
approve the annual budget and the setting of tuition rates, student
fees and other charges for recommendation to the Board. It shall
also recommend to the Board the investment of endowment and other
funds, the purchase of land and other financial matters.
(b) Property Committee. The Property Committee
shall have responsibility in all matters relating to the physical
plant and equipment. It shall exercise supervision over the
care, maintenance and security of the University's buildings and
grounds and the care and preservation of all furnishings and
equipment. It shall recommend to the Board for approval the
selection of architects, the design, naming of new buildings, and
the location thereof in a manner consistent with the master plan.
It shall consider for recommendation to the Board such other
matters relating to the physical plant and equipment of the
University as may come before it.
(c) Academic Policy Committee. The Academic Policy
Committee shall have responsibility in all matters relating to
educational policies and programs. The Academic Policy Committee
shall consider and make recommendations to the Board with respect
to the proposal of new degrees and educational programs by the
President, the conditions affecting the recruitment and retention
of faculty members, the adequacy of instructional facilities, and
such other matters relating to the educational policies and
programs as may be brought before it by the President or referred
to it by the Board.
(d) Development and Public Relations Committee.
The Development and Public Relations Committee shall be responsible
for ways and means of implementing the long range master plan of
the University and specific projects in such general plan of
development. It shall also have responsibility for those matters
related to relations with the public and the dissemination of
information. In carrying out its duties, it shall consult closely
with the President of the University.
(e) Student Activities Committee. The Student
Activities Committee shall be responsible in all matters relating
to non-academic student affairs and to athletics, and shall
receive and consider recommendations of the President in these
areas. It shall exercise supervision over student conduct,
residential and social life, extra-curricular activities, food
services, health and such other matters relating to student
affairs as may be appropriate. It shall consider athletic policy
and programs, both intramural and intercollegiate, and shall
make such recommendations to the Board as it may deem appropriate
with respect to the foregoing.
Special Committees. Special Committees may be
constituted at any time either by action of the Board of Visitors
or by written direction of the Rector. Special Committees shall
consist of no fewer than three members appointed by the Rector who
shall appoint the Chairman and fill vacancies. The Rector shall also
have the power to change the membership of Special Committees at any
time. Special Committees shall have a life of not to exceed two years
unless renewed for a specified period by action of either the Board or
the Rector. At the time the Special Committee is created, its mission
shall be specifically established either by action of the Board or by
written direction of the Rector and the resolution of the Board or
the direction of the Rector shall specify the time the Special
Committee is to make its report to the Board.
Officers
5.01. Officers Elected from the Board. The Officers
of the University elected from the members of the Board of
Visitors shall be a Rector, a Vice Rector and a Secretary.
5.02. Rector.
(a) Election. The Board of Visitors shall, at
the Annual Meeting held in May of each year, elect a Rector who
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shall serve for a term of one year or until his or her successor
shall have been duly elected and qualified. The Rector shall be
a member of the Board of Visitors.
(b) Powers and Duties. The Rector shall be the
presiding officer of the Board at all of its meetings and as such
shall have the power, subject to the requirements of the By-laws,
to modify the order of business. He shall appoint all Standing
and Special Committees (except the Executive Committee). Upon
request of the Board, he shall act as its spokesman or representa-
tive and shall perform such additional duties as may be imposed
on his office by statute or by the direction of the Board. He
shall be a member ex-officio of all Committees of the Board.
5.03. Vice Rector.
(a) Election. The Board of Visitors shall, at
the Annual Meeting held in May of each year, elect a Vice Rector
who shall serve for a term of one year or until his or her
successor shall have been duly elected and qualified. The Vice
Rector shall be a member of the Board of Visitors.
(b) Powers and Duties. In the absence of the
Rector at any meeting or in the event of his disability or of a
vacancy in the office, all the powers and duties of the office of
Rector shall devolve upon and be executed by the Vice Rector.
The Vice Rector shall perform such other duties as may be imposed
on him by direction of the Board. The Vice Rector shall be a
member of the Board of Visitors.
5.04. Secretary.
(a) Election. The Board of Visitors shall, at the
Annual Meeting held in May of each year, elect a Secretary who
shall serve for a term of one year or until his or her successor
shall have been duly elected and qualified. The Secretary shall be
a member of the Board of Visitors.
(b) Powers and Duties. The Secretary shall be
responsible for the preparation of minutes of all meetings of the
Board of Visitors and shall give proper notice of all meetings
thereof, shall cause to be preserved all documents or papers
pertaining to the actions of the Board and shall cause to be kept
in safe custody the seal of the University which he shall affix
to any instrument when authorized by the Board, the Rector, the
Vice Rector or the President.
5.05. Administrative Officers. The Administrative
Officers of the University, who need not be members of the Board,
shall be as follows: A President, a Provost - Health Sciences,
a Provost - General Academic, one or more Vice Presidents
in the discretion of the Board, a Comptroller, a Treasurer and
such assistant officers as the Board may determine from time to
time.
5.06. The President.
(a) Election. The President of the University
shall be elected by the Board at any regular or special meeting
and shall serve at its pleasure.
(b) Powers and Duties. The President of the
University shall be the Chief Executive and Academic Officer of
the University. He shall be a member of the General Faculty and
of the Faculty of the College and of each of the schools of the
University.
He shall preside at all public meetings and
commencements and confer all degrees and certificates unless
otherwise directed by the Board.
The President shall attend all meetings of the
Board of Visitors and shall receive notice of and may attend any
meetings of the Committees of the Board, except when there shall be
under consideration any matter affecting him personally, when he
may be excluded. He shall submit recommendations on matters
falling within the purview of any Committee as he may deem
appropriate, and may participate in the deliberations and dis-
cussions of all Committees.
He shall have responsibility for the operation
of the University in conformity with the purposes and policies
determined by the Board and shall act as Advisor to the Board and
shall have responsibility for recommending to it for consideration
those policies and programs which in his opinion will best promote
the interest of the University.
He shall have the power to establish and
modify, as he deems necessary, the internal administrative
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structure of the University and shall recommend to the Board the
establishment of such administrative offices as he may deem
desirable.
He shall recommend to the Board the establish-
ment of Faculty positions and the election, compensation, promotion
and leaves of absence of the Faculty except as may be otherwise
provided.
He shall recommend to the Board long range
educational goals and programs and the new degrees which may be
best suited to attain those goals and programs.
He shall be authorized after consultation
with the Dean, Department Head and other affected Administrative
Official to suspend any Faculty member at any time for proper
cause.
He shall promote the development of the
endowment funds of the University and shall use his influence in
accordance with the policy of the Board and in cooperation with
its Committees, to increase the endowment and other resources
and s h a l l give attention t o the collection, preservation and
increase of the funds of the University.
He shall submit o the Board in advance
of the Annual Meeting in each year an annual budget f o r the
operation of the University f o r the following fiscal year. He
shall convene the General Faculty f o r business or advice as may be
required and s h a l l preside at meetings of the same when present.
He shall perform all other duties normally
incident to the office of President and such others as may be
required by the Board.
5.07. Provost - Health Sciences.
(a) Election. The Provost - Health Sciences
of the University shall be elected by the Board at any regular
or special meeting and shall serve at its pleasure.
(b) Powers and Duties. The Provost - Health
Sciences of the University shall report directly, and be responsible,
t o the President and shall be the Chief Educational and Administrative Officer for the Health Sciences Division and shall carry out
such duties as may be assigned to him by the President or the
Board.
5.08. Provost - General Academic.
(a) Election. The Provost - General Academic
shall be elected by the Board at any regular or special meeting and
shall serve at its pleasure.
(b) Powers and Duties. The Provost - General
Academic shall report directly, and be responsible, to the
President and shall be the Chief Educational and Administrative
Officer for the college, schools and academic departments of the
University other than those of the Health, Sciences Division.
5.09. Vice Presidents.
(a) Election. On the nomination of the President,
the Board at any regular or special meeting may elect such Vice
Presidents as it may approve to serve at its pleasure.
(b) Powers and Duties. The powers and duties
of Vice Presidents shall be determined at the time of their
election.
5.10. Comptroller. .
(a) Election. On the nomination of the President,
a Comptroller may be elected by the Board at any regular or
special meeting to serve at its pleasure.
(b) Powers and Duties. The Comptroller of the
University shall be the Chief Financial Officer of the University.
He shall have the supervision of the financial affairs of all
colleges, schools or divisions of the University and shall advise
the Board and the President, under whose direction he shall serve,
on all financial matters affecting the University. Subject to the
direction of the Board and the President, he shall be responsible
for the regulation and control of all financial operations, he
shall prescribe accounting procedures and practices for the dis-
bursement of funds, promulgate management policies and procedures
for auxilliary services and operations, and institute budgetary
policies and controls which will assure the faithful execution of
the budgets. He shall have immediate supervision of the office
of the Treasurer, the personnel officer, the director of purchases
and the superintendent of buildings and grounds. He shall see
that no expenditures are made without proper authorization. He
shall perform such other duties as may be required by the President
or the Board.
5.11. Treasurer.
(a) Election. On the nomination of the President,
a Treasurer may be elected by the Board at any regular or special
meeting to serve at its pleasure.
(b) Powers and Duties. Subject to the direction
of the Comptroller, the Treasurer shall receive, disburse and
account for all appropriated funds and all monies, stocks,
securities or funds pertaining to endowment and other non-appropriated
funds belonging to the University. He shall perform such other
duties as may be assigned to him by the Comptroller.
5.12. Assistant Officers.
(a) Election. On the nomination of the President,
the Board at any regular or special meeting may elect such
Assistant Officers as it may approve to serve at its pleasure.
(b) Powers and Duties. The Powers and duties
of Assistant Officers shall be determined at the time of their
election.
6. Faculty
6.01. General Faculty. The General Faculty shall consist
of the President, Directors, Deans, Professors, Professors of
Clinical Subjects, Associate Professors, Assistant Professors,
Assistant Professors of Clinical Subjects, Research Professors,
Associate Research Professors, Assistant Research Professors,
Instructors and persons of such other rank or title as the Presi-
dent may recommend and the Board of Visitors may approve.
There shall also be Associates, Instructors and Assistants in
(name of subject) not members of the General Faculty but members
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of the Faculties of their respective schools.
6.02. Appointment of Faculty. The Board shall appoint
all Professors, Teachers, Staff Members and Agents and shall
fix their salaries and shall prescribe their duties, obtaining in
each instance the recommendation of the President.
7. Seal
7.01. Description. The corporate seal of the corpora-
tion shall be circular and shall have inscribed thereon, within
and around the circumference, the words "Virginia Commonwealth
University - Virginia - ." In the center shall be the word
"SEAL".
8. Amendments
8.01. Procedure. The By-laws may be amended at any
regular or special meeting of the Board by an affirmative vote of
the majority of the Board, provided that the proposed amendment
was included in the notice of the meeting.
8.02. Legislative Amendment. In the event any portion
of the foregoing By-laws is subsequently altered by Act of the
General Assembly of the Commonwealth of Virginia, those portions
thereof which are not affected by such legislation shall remain
in full force and effect until and unless altered or repealed in
accordance with the other terms hereof.
8.03. The foregoing By-laws shall go into effect on
July 1, 1968. As of their effective date, the provisions thereof
shall supersede the By-laws of the Medical College of Virginia
and the Richmond Professional Institute. Until such date, and to
the extent the Board may consider appropriate, the provisions of
these By-laws shall govern the Board of Visitors of Virginia
Commonwealth University in effecting the establishment of Virginia
Commonwealth University as of July 1, 1968.
AMENDMENTS TO THE VIRGINIA COMMONWEALTH UNIVERSITY BY-LAWS
Excerpts from the Minutes of a Regular Meeting of the Board of Visitors
of Virginia Commonwealth University on April 24, 1969:
BE IT RESOLVED, that the By-Laws of Virginia
Commonwealth University be, and they hereby are,
amended by striking therefrom Sections 5.07, 5.08,
5.09, and 5.10 and by substituting in lieu thereof
the following new Sections:
5.07. Vice President - Academic Affairs.
(a) Election. On the nomination of the
President the Vice President - Academic Affairs of
the University may be elected by the Board at any
regular or special meeting and shall serve at its
plea sure .
(b) Powers and Duties. The Vice President -
Academic Affairs of the University shall report
directly, and be responsible, to the President and
shall be the chief educational officer for the College,
Schools, and Academic Departments of the University
other than those of the Health Sciences Division and
shall carry out such duties in that connection as may
be assigned to him by the President or the Board.
5.08. Vice President - Health Sciences.
(a) Election. On the nomination of the
President the Vice President - Health Sciences
Division of the University may be elected by the
Board at any regular or special meeting and shall
serve at its pleasure.
AMENDMENTS (continued) Page 2
(b) Powers and Duties. The Vice President -
Health Sciences Division of the University shall report
directly, and be responsible, to the President and
shall be the chief educational officer for the Health
Sciences Division and shall carry out such duties in
this connection as may be assigned to him by the
President or the Board.
5.09. Vice President - Finance.
(a) Election. On the nomination of the President
the Vice President - Finance of the University may be
elected by the Board at any regular or special meeting
and shall serve at its pleasure.
(b) Powers and Duties. The Vice President -
Finance of the University shall be the chief financial
officer of the University. He shall have supervision
of all of the financial affairs of the University and
shall advise the Board and the President, under whose
direction he shall serve, on all financial matters affect-
ing the University. Subject to the direction of the Board
and the President, he shall be responsible for the regula-
tion and control of all financial operations, he shall
prescribe accounting procedures and practices for the
disbursement of funds, promulgate management policies
and procedures for auxilliary services and operations,
supervise personnel matters and institute budgetary
policies and controls which will assure the faithful
execution of the budgets. He shall have immediate
supervision of the office of the Treasurer and the
personnel officer. He shall see that no expenditures
are made without proper authorization. He shall
perform such other duties as may be required by the
President or the Board.
AMENDMENTS (continued) Page 3
5.10. Vice President - Student Affairs.
(a) Election. On the nomination of the President
the Vice President - Student Affairs may be elected by
the Board at any regular or special meeting and shall
serve at its pleasure.
(b) Powers and Duties. The Vice President -
Student Affairs shall be responsible for and have direction
of all matters relating to non-academic student affairs and
shall exercise oversight over student conduct and regula-
tion, residential and social life, extracurricular activities,
food services, health, and such other matters of a non-
academic nature as may relate to the welfare and conduct
of the students.
5.11. Vice President - Planning and Operations.
(a) Election. On the nomination of the President
the Vice President - Planning and Operations may be
elected by the Board at any regular or special meeting
and shall serve at its pleasure.
(b) Powers and Duties. The Vice President -
Planning and Operations shall have supervision and
direction of all matters relating to the physical plant
and equipment of the University. He shall be respon-
sible for the care, maintenance, and security of the
University's buildings and grounds and the preserva-
tion of all furnishings and equipment. He shall also
have direction and supervision of Institutional Research
and shall be the chief purchasing officer of the
University.
5.12. Vice President - University Hospitals.
(a) Election. On the nomination of the President
the Vice President - University Hospitals may be elected
by the Board at any regular or special meeting and shall
serve at its pleasure.
AMENDMENTS (continued) Page 4
(b) Powers and Duties. The Vice President -
University Hospitals shall be the chief administrative
officer of the University's Hospitals and shall have
responsibility for and supervision of their operation
and management.
BE IT FURTHER RESOLVED, that Sections 5.11
and 5.12 of the By-Laws shall be re-numbered 5.13
and 5.14, respectively.
BE IT FURTHER RESOLVED, that Section 7.01
of the By-Laws be, and they hereby are, amended
by striking the same in its entirety and by substituting
in lieu thereof the following:
7.01. Description. The corporate seal of the University
shall have inscribed thereon within and around the cir-
cumference the following: "Virginia Commonwealth
University 1838." In the center shall be the mark which
is shown in the facsimile seal appended to the margin
by the By-Laws by this Section 7.01.
Excerpts from the Minutes of a Regular Meeting of the Board of Visitors
of Virginia Commonwealth University on July 31, 1969:
BE IT RESOLVED, that Paragraph 4.01 (a)
of the By-Laws of Virginia Commonwealth University
be, and they hereby are, amended by striking the
same and by substituting in lieu thereof the following:
(a) Number and Election. The Executive
Committee shall consist of seven Visitors with the
Rector and Vice Rector to serve as ex-officio members
thereof during their term of office, with the right to
vote. At each annual meeting, the Board shall elect
the five remaining members. The Rector shall serve
as its Chairman. Vacancies shall be filled by elec-
tion by the Board for the unexpired portion of the
term.
AMENDMENTS (continued) Page 5
Excerpts from the Minutes of a Regular Meeting of the Board of Visitors
of Virginia Commonwealth University on June 4, 1970:
BE IT RESOLVED, that Paragraph 2.02 of
Section 2 of the By-Laws of Virginia Commonwealth
University be, and they hereby are, amended by
striking therefrom the last sentence thereof and by
substituting in lieu of such sentence the following:
"The July meeting shall be deemed to be the annual
meeting."
Excerpt from the Minutes of a Regular Meeting of the Board of Visitors
of Virginia Commonwealth University on September 21, 1972:
BE IT RESOLVED, that paragraph 2.02(a)
of the By-Laws of Virginia Commonwealth
University be, and it hereby is, amended by
striking out said paragraph in its entirety and
by substituting in lieu thereof the following:
" (a) Regular Meetings. Regular meetings
of the Board of Visitors shall be held in each month
on such date and at such place in the City of Rich-
mond as may be set by the Rector. The July meeting
shall be deemed to be the Annual Meeting."
