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 Common-
wealth 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 suc-
ceeding 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 in each month on such date and at such place in
the City of Richmond as may be set by the Rector. The July meeting shall
be deemed to be the Annual Meeting.
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(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) glIorurn, 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.
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2.03. 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 inconsistent with the general laws of the
State, including, but not limited to, the following: The Board of Visitors
shall serve as the governing body of the Medical College of Virginia Hospitals
and, as such, recognize its corporate legal responsibility for the quality of
medical care with associated reliance on the recommendations of the organized
medical staff of the Medical College of Virginia Hospitals for the credentialing,
as well as on-going assurance of competence of the individual members of the
medical staff.
3. Committees
3.01. The Executive Committee.
(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.
(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 there-
of required and the keeping of its records.
3.02. Standing Committees. The Standing Committees of the
Board shall consist of the Finance Committee, Property Committee, Aca-
demic Policy Committee, Development and Public Relations Committee,
and Student Activities Committee. The number to be appointed to each
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Standing Committee shall be determined by the Rector at the time of appoint-
ment, but no Committee shall consist of fewer than three members. The
Standing Committees shall be appointed by the Rector at the Annual Meeting
in July 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 au-
thority 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 endow-
ment 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 Com-
mittee shall have responsibility in all matters relating to educational policies
and programs. The Academic Policy Committee shall consider and make recom-
mendations to the Board with respect to the proposal of new degrees and educa-
tional programs by the President, the conditions affecting the recruitment and
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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 Develop-
ment and Public Relations Committee shall be responsible for ways and means
of implementing the long-range master plan of the University and specific pro-
jects 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 Presi-
dent of the University.
(e) Student Activities Committee. The Student Activities Com-
mittee 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 con-
duct, 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 intercolle-
giate, and shall make such recommendations to the Board as it may deem
appropriate with respect to the foregoing.
3.03. 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.
4. Officers
4.01. 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.
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4.02. Rector.
(a) Election. The Board of Visitors shall, at the Annual
Meeting held in July of each year, elect a Rector who 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
representative 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 mem-
ber ex-officio of all Committees of the Board.
4. 03 . Vice-Rector.
(a) Election. The Board of Visitors shall, at the Annual
Meeting held in July 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.
4.04. Secretary.
(a) Election. The Board of Visitors shall, at the Annual
Meeting held in July 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.
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(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.
4.05. 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 Division, a Provost - Academic Divi-
sion, one or more Vice-Presidents in the discretion of the Board, and such
officers as the Board may determine from time to time.
4.06. 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 Faculty of the University and of each of the
schools of the University.
He shall preside at all public meetings and commence-
ments 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 Com-
mittee as he may deem appropriate, and may participate in the deliberations
and discussions 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 responsi-
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bility 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 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 establishment 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 shall give attention to the collection,
preservation and increase of the funds of the University.
He shall submit to the Board in advance of the Annual
Meeting in each year an annual budget for the operation of the University
for the following fiscal year. He shall convene the General Faculty for
business or advice as may be required and shall 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.
4.07. Provost - Health Sciences Division.
(a) Election. The Provost - Health Sciences Division of
the University shall be elected by the Board at any regular or special meeting
and shall serve at its pleasure.
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(b) Powers and Duties. The Provost - Health Sciences Divi-
sion of the University shall report directly, and be responsible, to the Presi-
dent and shall be the Chief Executive Officer for the Health Sciences Division
and shall carry out such duties as may be assigned to him by the President or
the Board.
4.08. Provost - Academic Division.
(a) Election. The Provost - Academic Division shall be
elected by the Board at any regular or special meeting and shall serve at
its pleasure.
(b) Powers and Duties. The Provost - Academic Division
shall report directly, and be responsible, to the President and shall be the
Chief Executive Officer for the College, Schools and Academic Departments
of the University other than those of the Health Sciences Division.
4.09. 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.
(b) Powers and Duties. The Vice President - Health Sciences
of the University shall report directly, and be responsible, to the Provost -
Health Sciences Division 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 Provost - Health Sciences Division, the
President or the Board.
4.10. 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 pleasure.
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(b) Powers and Duties. The Vice President - Academic Affairs
of the University shall report directly, and be responsible, to the Provost -
Academic Division 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 connec-
tion as may be assigned to him by the Provost - Academic Division, the
President or the Board.
4.11. 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 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 pre-
scribe accounting procedures and practices for the disbursement of funds,
promulgate management policies and procedures for auxiliary 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.
4.12 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.
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(b) Powers and Duties. The Vice President - Student Affairs
shall be responsible to the Board and the President, under whose direction he
shall serve, for all matters relating to non-academic student affairs and shall
exercise oversight over student conduct and regulation, 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.
4.13. Vice President - Development and University Relations.
(a) Election. On the nomination of the President, the Vice
President - Development and University Relations 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 - Development
and University Relations shall be responsible to the President for the develop-
ment and university relations activities of the University and shall carry out
such duties in this connection as may be assigned him by the President or
the Board.
4.14. 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.
(b) Powers and Duties. The Vice President - University
Hospitals shall be the chief administrative officer of the University's
hospitals and shall have the responsibility for and supervision of their
operation and management and shall report to the Provost - Health Sciences
Division.
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4.15. 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.
5. Faculty
5.01. 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 President 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 of the Faculties of their
respective schools.
5.02. Appointment of Faculty. The Board shall appoint all
faculty and shall fix their salaries and shall prescribe their duties, ob-
taining in each instance the recommendation of the President.
6. Seal
6.01. Description. The corporate seal of the University shall
have inscribed thereon within and around the circumference 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 6.01.
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7. Amendments
7.01. 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.
7.02. 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.
7.03. The foregoing By-laws shall go into effect on July 1, 1968.
As of their effective date, the provisions thereof shall supercede 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 establish-
ment of Virginia Commonwealth University as of July 1, 1968.
