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 appointed by the Governor. Except for the members
of the initial Board of Visitors, the term of office shall be four years and mem-
bers 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
qua lified
2.02. Meetings .
(a) Regular meetings. Regular meetings of the Board of Visitors
shall be held on every other month on such date and in such place as may be
set by the Rector. The July 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 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, at the discretion of 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.
2.03. 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 the General
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 a 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.
The responsibilities of the Board of Visitors of Virginia Commonwealth
University include:
1. Selection of the President and evaluation of his
performance
2. Financial support and management
3. Maintenance and expansion of the physical plant
4. Clarification of University mission and purpose
5. Assessment of University performance in relationship
to goals and mission
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6. Public Relations
7. A bridge between the community and the campus
8. The preservation of institutional independence
9. Court of final appeal
10. Self-evaluation
2.04. Evaluation of Board Performance. Not less frequent than every
two years, the Board shall engage in an evaluation of its own performance. The
Rector is charged with the responsibility of determing the mechanism to be imple-
mented in such an evaluation subject to Board approval.
3. Committees
3.01. The Executive Committee
(a) Number and Election . The Executive Committee shall
consist of seven members of the Board of Visitors with the Rector, Vice-Rector
and Secretary 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 four remaining members. The Rector shall serve as 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 con-
sist of four Visitors.
(c) Powers and Duties. The Executive Committee shall meet
upon the call of the Rector or the President. 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 shall also serve as the expedi-
tor of problems that require a significant amount of time and study by the Board
in support of administrative recommendations and in meeting overall Board
responsibilities. The Executive Committee may make rules for the holding and
conduct of its meetings, the notice thereof required and the keeping of its
records.
The Executive Committee shall give particular attention to financial
and budgetary considerations and in this capacity absorb the responsibilities
sometimes assumed by a Finance Committee.
The Executive Committee will also be concerned with matters relating
to development and public relations in absorbing the overall responsibilities and
duties that had been assigned to a Standing Committee in these areas. The
assignment of these responsibilities to the Executive Committee is not intended
to prevent the appointment of Special Committees to work with projects in these
areas when the circumstances so warrant.
3.02. Standing Committees. The Standing Committees of the Board
shall consist of the Property Committee, Academic Policy Committee, Student
Activities Committee and the Hospital Committee.
The opportunity for each Standing Committee to report to the Board
should be included on the agenda for each regular Board meeting.
Approval of minutes by the Board shall constitute confirmation of the
action of the committees.
(a) Property Committee The Property Committee shall have
responsibility in matters relating to the physical plant and equipment. It shall
review programs dealing with the care, maintenance and security of the
University's buildings and grounds and the care and preservation of furnish-
ings and equipment. It shall review recommendations of the administration
and recommend to the Board for approval the selection of architects, the
design, naming of new buildings, and the location thereof in a manner con-
sistent 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.
(b) Academic Policy Committee. The Academic Policy Com-
mittee shall have responsibility in reviewing all matters relating to educational
policies and programs. The Academic Policy Committee shall consider recom-
mendations of administration 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. One of the purposes of
this committee will be to give some Board members direct contact with members
of the faculty which should prove helpful in giving a picture of faculty morale,
commitment and quality of performance.
(c) Student Activities Committee. The Student Activities
Committee shall be responsible in matters relating to non-academic student
affairs and to athletics, and shall receive and consider recommendations of
the President in these areas. It shall review programs dealing with student
conduct, residential and social life, extra-curricular activities, food service,
health and such other matters relating to student affairs as may be appropriate.
It shall consider athletic policy and programs, both intramural and intercol-
legiate, and shall review recommendations and reports of the administration
and make such recommendations to the Board as it may deem appropriate with
respect to the foregoing. One of the purposes of this Committee will be to
establish some direct contact between Board members and members of the
Student Body in order to gain a clearer picture of student morale, qualifica-
tions and performance.
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(d) Hospital Committee. This committee shall act as a
communication link between the university teaching hospital and Board of
Visitors. The committee shall deal with hospital problems, opportunities
and the relationship of the hospitals to the total University. In this capacity
the committee shall review programs and regular reports relating to the effective
operation of the hospitals with particular attention to financial solvency,
management and quality of patient care. The hospital operation must also
be reviewed in terms of its role as the laboratory for the training of health
professionals. Consequently, the committee must be concerned about a
program of coordination between the hospitals and the related health profes-
sional academic programs of the entire health sciences center. The committee
shall make regular reports to the Board including recommendations requiring
Board action.
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 re-
port 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.
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
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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.
The rector shall work closely with the President of the University in
determining the type of Board meetings, reports, communications and involve-
ment that will enable Board members to develop a conceptional understanding
of the University's mission and experience the excitement of being a vital
part of the governing process. He serves as an important connecting and
coordinating link to facilitate interchange between the Board and the adminis-
tration.
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.
(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 prepared 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 administration offices of the
University shall be as follows: President, Provost - Medical College of
Virginia Campus, Provost - Academic Campus, Provost - Administration
and 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 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 excused. 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 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 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 neces-
sary the internal administrative structure of the University and shall recommend
to the Board the establishment of such administrative offices as he may deem
desirable. The administrative structure shall be designed to ensure adequate
planning, coordination and evaluation of educational programs and business
management that will promote fulfillment of the University's mission.
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 Deans, Department
Heads and other affected Administrative Official to suspend any Faculty member
at any time for proper cause.
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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 each year an annual budget for the
operation of the University for the following fiscal year. The timing of
this submission shall harmonize with the state budgetary planning process
and shall be based on priorities that have been previously discussed with
the Board of Visitors.
He shall convene the general faculty for business or advice that
may be required and shall preside at meetings of the same when present.
He shall seek to establish and maintain two-way channels of com-
munication with the Board of Visitors, appropriate Governmental Agencies,
various segments of the University family and the community.
He shall serve as the major spokesman for the University and keep
the Rector and Board informed on critical matters and alert them to problems
and decisions where the potential for controversy exists.
He shall perform all other duties normally incident to the office of
the President and such others as required by the Board.
(c) Evaluation of the President . An evaluation of the per-
formance of the President of the University shall be made annually. A
special committee of the Board shall be appointed by the Rector to make
such an evaluation with a report to the President and the Board. At least
once every five years, the evaluation of the President shall be conducted
in greater depth than the annual review, and may involve the services of
outside consultants if deemed advisable by the Board.
4.07. Provosts .
(a) Election. The Provosts of the University shall be
elected by the Board upon recommendation of the President at any regular
or special meeting and shall serve at its pleasure upon recommendation of
the President.
(b) Powers and Duties . The Provosts shall report directly
and be responsible to the President. The Provost for the MCV Campus and the
Provost for the Academic Campus shall each be the chief administrative officer
for his assigned campus. The Provost for Administration shall be responsible
for the coordination, supervision and direction of those University wide
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activities and programs specifically assigned to him by the President. It
shall be the responsibility of all Provosts to keep the President informed and
to carry out such duties as may be assigned to them by the President or the
Board.
5. Faculty,
5.01. General Faculty. The General Faculty shall consist of the
President, Directors, Deans, Professors, Professors of Clinical Subjects,
Associate Professors, Associate Professors of Clinical Subjects, 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.
5.02. Appointment of Faculty. The Board shall appoint all faculty
and shall fix their salaries and shall prescribe their duties, obtaining in each
instance the recommendation of the President.
6. Staff
6.01. Staff Attendance. In addition to the President, the Provosts,
the Consultant to the President and Legal Advisor will routinely attend meetings
and other members of the staff will attend when specifically invited by the
President.
7. Seal
7.01. 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 7.01.
8. Amendments and Procedural Irregularities
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.
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8.02. Legislative Amendment . In the event any portion of the fore-
going 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, 1976
The provision of these By-Laws represent some continuing revision of the By-Laws
by which the Board of Visitors effected the establishment of Virginia Commonwealth
University as of July 1, 1968.
8.04. Failure to observe procedural provisions of the By-Laws does
not affect the validity of Board Actions.
