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As Amended November 10, 2006
Download PDF of the Bylaws of the Trustees of Purdue University
Definitions (Back
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Corporation — The body corporate created by the General Assembly
of Indiana under the name "The Trustees of Purdue University."
Board — The Board of Trustees of The Trustees of Purdue University.
University — The educational institution managed and
conducted by the Board and known as "Purdue University."
ARTICLE I: Seal (Back
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The seal of the Corporation shall be a circular disk with
the initial "P" in the center. The words "PURDUE
UNIVERSITY" appear around the upper circumference of the
disk and the words "SEAL OF THE TRUSTEES" appear
around the lower circumference.
ARTICLE II: Meetings
of the Board (Back to top)
Section 1. Stated Meetings. The
Board of Trustees shall hold at least six stated meetings in
each calendar year, at such times and places as may be determined
by the Board, or in the absence of a Board determination, by
the Chairman of the Board. One of the stated meetings
shall be the annual meeting and it shall be held on the campus
in West Lafayette at the first stated meeting after July 1
of each year. Other stated meetings shall be held either on
the campus at West Lafayette or on a regional campus. Written
notice of the time and place of all meetings shall be given
by the Secretary to each member of the Board at least three
days prior to the day of the meeting.
Section 2. Special Meetings. A
special meeting of the Board may be called by the Chairman
at any time. At the request of at least three Trustees
the Chairman shall call a special meeting and upon failure
to do so within ten days after such request is made,
any three Trustees may call a special meeting. The same
notice shall be given of a special meeting as of a stated meeting,
except that if the Chairman or the person calling the meeting
declares that an emergency exists, no written notice need be
given, provided that actual notice of such meeting shall have
been given at least twelve hours before the meeting to such
Trustees as are then within the State of Indiana and the certificate
of the Secretary to that effect is presented to the meeting.
Section 3. Waiver of Notice. In
lieu of notice, a written waiver of notice of any meeting may
be signed by any member before or after such meeting. Attendance
at a meeting shall constitute a waiver of notice thereof.
Section 4. Action at Stated and Special Meetings. At
all stated and special meetings it shall be valid to act on
any subject within the power of the Corporation.
ARTICLE III: Procedure
at Meetings (Back to top)
Section 1. Quorum. A majority
of the members of the Board shall constitute a quorum for the
transaction of business. Any number less than a quorum
present at a meeting duly called may adjourn from time to time
until a quorum shall be in attendance.
Section 2. Order of Business. The
business at each stated or special meeting shall be conducted
in the following order unless changed by the Board:
- Roll Call
- Board of Trustees Membership, Meetings, and Committee
Assignments
- Minutes of the Board of Trustees and Its Committees
- Reports of the President, University Officers, Committees
and Representatives to the Board
- University Staff
- Educational Policy
- Research
- University Construction
- Contracts, Leases, and Purchases
- Gifts, Estates, and Trusts
- Tuition, Fees, and Other Charges
- Scholarships, Fellowships, and Student Loans
- Related Corporations
- Legislation
- University-Community Relations
- Resolutions
- Other Business
ARTICLE IV: Officers (Back
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Section 1. Election. At its
annual meeting in each odd-numbered year (hereinafter called
the "biennial meeting"), the Board shall elect a
Chairman, Vice Chairman, Treasurer, Secretary and Legal Counsel
of the Corporation, and may elect an Assistant Secretary, an
Assistant Treasurer, an Assistant Legal Counsel and such other
officers of the Corporation as it may desire. Any member
of the Board shall be eligible to the office of Chairman or
Vice Chairman. Neither the Treasurer, the Secretary,
the Legal Counsel, nor their assistants, shall be a member
of the Board. All officers shall serve for a term of
two years and until their successors are chosen and
qualified.
Section 2. Chairman. Except
as herein otherwise provided, the Chairman shall call and preside
at all meetings of the Board; shall sign (manually or by facsimile)
all diplomas and all contracts and other written instruments
as provided in Article VII; and shall have the authority and
perform the duties usually attached to the office and as may
be prescribed by the Board.
Section 3. Vice Chairman. The
Vice Chairman shall have the authority and perform the duties
of the Chairman in case of the Chairman's absence or incapacity
and such other authority and duties as may be prescribed by
the Board or these Bylaws.
Section 4. Secretary. The Secretary
shall attend all stated meetings of the Board and executive
sessions when requested by the Board. The Secretary
shall make and have custody of a complete and permanent record
of the proceedings of the Board and shall have custody of the
bonds of the Treasurer and of any Assistant Treasurer. The
Secretary shall record all calls for meetings of the Board
and give all notices of such meetings; shall notify all committees
of their appointment; and shall keep a record of the appointment
and terms of office of the members of the Board. The
Secretary shall attest the execution of documents signed by
the Chairman, Vice Chairman or Treasurer; shall have custody of the seal
of the Corporation and affix it to appropriate documents; and
shall have the authority and perform the other duties usually
attached to the office and any other duties prescribed by the
Board.
Section 5. Assistant Secretary . The
Assistant Secretary shall have the authority and perform the
duties of the Secretary in the case of the Secretary's absence
or incapacity and as may be prescribed by the Board or these
Bylaws.
Section 6. Treasurer. The Treasurer
shall be the chief financial and business officer of the Corporation. By
virtue of the office, the Treasurer shall also be the Treasurer
of the University. The Treasurer may be a Vice President
of the University; shall attend all stated meetings of the
Board and executive sessions when requested by the Board; shall
receive, take charge of and, under the direction of the Board,
manage all securities, properties and funds belonging to the
Corporation or the University and all trusts in which the Corporation
or University is interested.
All officers, heads of departments, and other employees whatsoever
who receive moneys on account of the Corporation or University
shall immediately pay the same to the Treasurer with a complete
description and account of such moneys; and no disbursements
shall be made of moneys collected, used or disbursed in the
conduct of the Corporation or of the University and their business,
without the authorization of the Treasurer.
The Treasurer shall arrange for the safekeeping of all securities
and the deposit of all funds in the name of the Corporation
or of the University. All funds shall be subject to
withdrawal by the Treasurer and by such other persons as the
Board may designate.
The Treasurer shall have the power to invest and reinvest
all funds, including trust funds, in accordance with the policies
established by the Board or its Finance Committee. The Treasurer shall have the power to incur indebtedness in the name of the Corporation through the borrowing of money, in accordance with applicable laws and the policies established by the Board or its Finance Committee. The
Treasurer shall attend the meetings of that committee and serve
as its Secretary and keep a record of its proceedings.
The Treasurer shall submit and make such reports as the Board
or its committees may request.
The Treasurer shall be a resident of Tippecanoe County, Indiana,
and shall give a fidelity bond in the sum of not less than
$500,000 to the approval of the Board. The Treasurer
shall also give bond in the sum of not less than $50,000 to
the approval of the Board for the faithful execution of the
Treasurer's trust and duties, with sufficient sureties, as
the Board may require, all in accordance with Indiana Code
20-12-38-1, as amended. The bonds so given shall be
recorded by and placed in the custody of the Secretary.
Under the general supervision of the President of the University
and in accordance with the policies of the Board, the Treasurer
shall be responsible for the maintenance of proper books of
account and accounting procedures, the preparation of the University
budget and budgetary control, the purchasing of all items of
equipment and supplies, the employment of all clerical and
service personnel, the supervision of all business and financial
affairs of the University, including the Edward C. Elliott
Hall of Music, Loeb Playhouse, the Purdue Memorial Union, the
Department of Intercollegiate Athletics, all residence halls
and other housing facilities, all auxiliary and service enterprises,
and the planning, development, maintenance and operation of
the physical plant of the University.
The Treasurer, or a representative duly authorized by the
Treasurer, shall examine, approve and sign the written instruments
requiring the Treasurer's approval as provided in Article VII. The
Treasurer shall have the authority and perform the duties usually
attached to the office and as may be prescribed by law, the
Board, or these Bylaws.
The Treasurer of the Corporation shall maintain an internal
audit office independent of any other office of the Corporation
or of the University. The Director of Audits shall submit
to the Board annually a written report on the work of the internal
audit office for the preceding calendar year. In addition,
the Director of Audits, prior to the presentation of the written
annual report, shall make an annual oral presentation concerning
the work of the internal audit office to the Audit and
Insurance Committee, which shall be made in the presence of
the Treasurer. Immediately following the completion
of each oral presentation, the Director of Audits
shall confer with the Audit and Insurance Committee, outside
the presence of the Treasurer or any other officer of the University
on any subject germane to the area of responsibility of the
internal audit office. The written annual report to
the Board shall be made at a stated meeting selected by the
Audit and Insurance Committee but in no event shall it be deferred
beyond July 1 of each year without the consent of the Chairman.
In addition, at any time when in the judgment of the Director
of Audits circumstances warrant or in response to a request
from the Chairman of the Audit and Insurance Committee, the
Director of Audits shall make a written or oral report to the
Chairman of the Audit and Insurance Committee without informing
the Treasurer or any other University officer. Subject
to the foregoing, the Treasurer shall attend the meetings of
the Audit and Insurance Committee and serve as its Secretary
and keep a record of its proceedings.
Section 7. Assistant Treasurer. The
Assistant Treasurer shall be a resident of Tippecanoe County,
Indiana, and shall give a fidelity bond in the sum of not less
than $500,000 to the approval of the Board. The bond
shall be recorded by and placed in the custody of the Secretary. The
Assistant Treasurer shall have the authority and perform the
duties of the Treasurer in the case of the Treasurer's absence
or incapacity and any other duties prescribed by the Board
or these Bylaws.
Section 8. Legal Counsel. The
Legal Counsel shall attend all stated meetings of the Board
and executive sessions when requested by the Board, and shall
render such professional services as may be requested by the
Board and the officers of the Corporation and the University.
Section 9. Assistant Legal Counsel. The
Assistant Legal Counsel shall assist the Legal Counsel and
shall perform the duties of that officer in cases of absence
or disability.
ARTICLE V: Committees (Back
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Section 1. Executive Committee. The
Chairman, Vice Chairman and at least one other member
of the Board appointed by the Chairman after consultation with
the Board, shall constitute an Executive Committee which shall
serve until the next biennial meeting and until their successors
are appointed. During intervals between meetings of
the Board, and subject to such limitations as may be required
by law or specifically imposed by action of the Board, the
Executive Committee shall have and may exercise all of the
powers of the Board. The Executive Committee shall keep
a record of its proceedings and report the same in full to
the Board at its next stated or special meeting, but the failure
to do so or the failure of the Board to approve any actions
theretofore taken by the Executive Committee shall not invalidate
such action. Neither the creation of the Executive Committee
nor the delegation thereto of any authority of the Board shall
operate to relieve the Board or any member thereof of any responsibility
imposed upon it or upon such member by law.
Section 2. Finance Committee. After
consultation with the Board, the Chairman shall appoint a minimum
of three members of the Board to the Finance Committee who
shall serve until the next biennial meeting and until their
successors are appointed; provided, however, that the Chairman
and Vice Chairman of the Board may not serve as Chairman of
the Finance Committee. Subject to the control of the
Board, the Finance Committee shall maintain oversight of the
management of the investments, funds and trusts of the Corporation
and of the University by the Treasurer, as well as oversight of the Corporation's debt program incurred through borrowing money. The
Finance Committee shall make an annual report to the Board
at one of its stated meetings as determined by the Committee,
but no later than July 1 of each year.
Section 3. Audit and Insurance Committee. After
consultation with the Board, the Chairman shall appoint a minimum
of three members of the Board to the Audit and Insurance Committee
who shall serve until the next biennial meeting and until their
successors are appointed. The Chairman shall pay particular
attention to the financial expertise of Board members in making
appointments to the Committee.
Subject to the control of the Board, the Audit and Insurance
Committee shall maintain oversight of the internal audit function
and shall receive and take appropriate action upon the various
reports made to it by the Treasurer, the Director of Audits
or by any other person as such reports may relate to the area
of the Audit and Insurance Committee's responsibilities generally. The
Audit and Insurance Committee shall make an annual report to
the Board at one of its stated meetings as determined by the
Committee.
The Audit and Insurance Committee shall take such steps as
it deems necessary to be fully informed and shall receive a
copy of the Purdue University Annual Financial Report. In
connection with the University's annual financial report, the
Audit and Insurance Committee shall obtain such certifications
from University officers as the Committee deems appropriate
to insure compliance with all relevant and appropriate applicable
accounting standards. The Committee, through the Treasurer
and the Director of Audits, shall establish procedures for
the receipt, retention and treatment of complaints received
by the University regarding accounting, internal controls and
auditing matters, and shall implement and monitor a system
that will enable University employees and others to submit
information on such matters in a confidential, anonymous manner.
Section 4. Physical Facilities Committee. After
consultation with the Board, the Chairman shall appoint a minimum
of three members of the Board to the Physical Facilities Committee,
who shall serve until the next biennial meeting and until their
successors are appointed. The Physical Facilities Committee
shall maintain oversight of facilities construction and renovation
activities of the Corporation.
Section 5. Other Committees. With
the approval of the Board, the Chairman may appoint such other
special or permanent committees as the Chairman may deem advisable. Board
members may not serve on more than two committees nor be chairman
of more than one committee, except where the number of committees
or the number of available Board members renders such limitations
impractical.
Section 6. Conduct of Committee Meetings. Meetings
of any Committee may be conducted through the use of
any means of communication by which all members of the Committee participating
may simultaneously hear each other during the Committee meeting. Any
committee member participating in a meeting by this means is
considered to be present in person at the meeting.
ARTICLE VI: Officers
and Faculty of the University (Back to top)
Section 1. President of the University. The
President of the University shall be elected by the Board upon
receiving not less than six affirmative votes of members of
the Board. The Board shall fix the length and terms
of the President's employment. The President shall attend
all stated meetings of the Board and executive sessions when
requested by the Board, and report on the affairs of the University.
The President of the University shall be the chief executive
officer of the University and, subject to the control of the
Board, shall manage, direct and be responsible for the conduct
of all the affairs of the University except those which by
law or these Bylaws are made the specific responsibility of
the Treasurer or other persons. The President shall
have the power, in the name of the University, to make and
execute, or authorize the making and execution of, all contracts
and written instruments made in the ordinary course of the
operations of the University except those which must be specifically
approved and authorized by the Board or executed by the Corporation,
as provided in Article VII; provided, however, that all contracts
and written instruments imposing financial obligations on the
part of the University shall first be approved by the Treasurer
or a person duly authorized by the Treasurer.
Section 2. Other Officers. The
Board may appoint one or more Executive Vice Presidents and
Vice Presidents of the University, who may exercise such powers
and perform such duties under the supervision of the President
of the University as the Board may approve. The Board
may appoint other officers as it desires and prescribe their
duties.
Section 3. Appointments of Faculty and Staff. The
President of the University shall be the President of its Faculty. All
appointments, promotions, leaves of absence and other personnel
actions with respect to the Faculty and Staff of the University
shall be made by the President, except to the extent that the
Board may reserve the authority to ratify individually certain
appointments and promotions. Those appointments and
promotions which must be ratified by the Board, shall be set
forth on an official list maintained by the Secretary. The
Board may revise the official list from time to time without
change in the Bylaws.
Section 4. Relation of Faculty to Board of
Trustees. All official communications from the
Faculty to the Board shall be transmitted through the President
of the University except as the permanent or special committees
of the Board consult with, and receive communications from,
the heads of the respective schools or departments, and except
as the Board, upon its own motion, shall invite official
communications from the Faculty.
ARTICLE VII: Contracts
and Other Written Instruments (Back to top)
Section 1. Instruments Requiring Specific Approval
and Authorization of the Board. Except as
otherwise expressly authorized by resolution of the Board
or these Bylaws, the execution of the following types of
contracts and other written instruments shall require specific
approval and authorization by the Board:
(a) All contracts and other written instruments relating to
the acquisition or disposition of real estate or any interests
therein, except that:
(i) leases with annual rents of $150,000
or less may be approved and executed by the Treasurer;
(ii) leases with annual rents of more than $150,000,
but less than $400,000, may be approved by the Physical
Facilities Committee;
(iii) contracts for purchase of real estate
for $500,000 or less may be approved and executed by
the Treasurer;
(iv) contracts for purchase of real estate for
more than $500,000 and up to and including $1,000,000,
may be approved by the Physical Facilities Committee;
and
(v) all licenses, grants or easement and
rights of-way may be approved and executed by the Treasurer.
(b) Authorization for all contracts for construction
of new buildings, additions to existing buildings, or improvements,
major alterations, repairs or rehabilitation of existing buildings
or other capital plant assets the estimated cost of which exceeds
$5,000,000, and project budgets therefor, shall be approved
by the Board. Authorization of such contracts, the estimated
cost of which is more than $2,000,000 and up to $5,000,000, and
project budgets therefor, may be authorized by the Physical
Facilities Committee. Such contracts the estimated cost
of which is $2,000,000 or less, and project budgets therefor,
may be authorized, by the Treasurer. However, demolition
of any significant structure shall be authorized and approved
by the Board.
Award of all contracts for construction of
new buildings, additions to existing buildings, or improvements,
major alterations, repairs, rehabilitation or demolition
of existing buildings or other capital plant assets in
an amount in excess of $5,000,000 shall be approved by
the Board. Award of such
contracts in which the costs are more than $2,000,000 and up
to $5,000,000 may be approved by the Physical Facilities
Committee. The Treasurer may execute all contracts under this subsection as approved by the Board or the Physical Facilities Committee. Award
of such contracts which are in the amount of $2,000,000 or
less may be approved and executed by the Treasurer. Those
contracts approved by the Treasurer which are in excess
of $1,000,000 shall be disclosed to the Physical Facilities
Committee at its next meeting following the award of such
contracts.
(c) Any change orders in connection with contracts
of the types specified in (b) above, which increase the
amount of such contracts by more than $1,000,000 shall be authorized
and approved by the Board. Change orders which increase
the contract amount by more than $250,000 and up to $1,000,000
may be authorized and approved by the Physical Facilities
Committee. The Treasurer may execute all change orders under this subsection as approved by the Board or the Physical Facilities Committee. Change orders which increase the contract
amount by $250,000 or less may be authorized, approved
and executed by the Treasurer, but if the increase is in excess of $150,000,, the execution of such change order
shall be reported by the Treasurer to the Physical Facilities
Committee at its next meeting. Authority
to approve and execute change orders of $150,000 or less
may be delegated
by the Treasurer to the Vice President
for Physical Facilities.
(d) All written instruments to which the University
or the Corporation is a party creating, amending and revoking
trusts in which the University or Corporation is interested.
(e) All other contracts imposing financial obligations
on the part of the
University or the Corporation in excess
of $2,000,000. The Treasurer may execute all other contracts imposing financial obligations as approved by the Board, and authorize, approve and excute such contracts imposing financial obligations of $2,000,000 or less. However, any such contract of more
than $1,000,000 and up to $2,000,000 shall be reported to
the Finance Committee at its next meeting. No
approval shall be required under this subparagraph (e)
if the obligation involved has
been previously approved
by the Board through the allocations of funds or otherwise,
or if the obligation is one relating to normal and routine
operations, such as public utility services, equipment
maintenance contracts or requirements contracts.
(f) All such contracts and written instruments (except
as otherwise authorized) in subparagraphs [a], [b],
[c] and [e] above shall be in form approved by the Treasurer and
shall be executed, if in the name of the Corporation, by
its Chairman or Vice Chairman and attested by its Secretary
or Assistant Secretary, or if in the name of the University,
by the President or an Executive Vice President of the University
or a person duly authorized by the President of the University.
Section 2. Other Instruments. Instruments
other than those as to which Board approval and authorization
are required by the provisions of Section 1 of this Article
need not be so approved or authorized by the Board, absent
a specific legal requirement, whether made in the name of the
Corporation or of the University.
Such other instruments, if in the name of the Corporation,
shall be approved by the Treasurer and shall be executed in
the name of the Corporation by its Chairman or Vice Chairman
and attested by its Secretary or Assistant Secretary; and such
other instruments, if in the name of the University, shall
be executed in the name of the University by the President
of the University, or an Executive Vice President of the University,
or a person duly authorized by the President of the University,
and, when required, by Section 1 of Article VI, shall be approved
by the Treasurer or a duly authorized representative.
ARTICLE VIII: Degrees (Back
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Section 1. Degrees. Upon the
recommendation of the President of the University and the Faculty,
the Board may confer upon students completing prescribed courses
such degrees as may be deemed appropriate. The Board
may further confer appropriate degrees upon the completion
of work by postgraduate students or upon the completion of
special advanced work by other persons under the direction
and control of the University. The Board may also award
honorary degrees in recognition of distinguished services within
the scope of the educational objectives promoted by the University,
and such degrees shall not be granted except upon the recommendation
of the President of the University.
ARTICLE IX: Buildings (Back
to top)
Section 1. Buildings. The selection
and employment of architects for all buildings of the University,
the adoption of plans and specifications, and details for such
buildings, and the receiving of bids and awards of contracts
for the same shall be by the Board of Trustees, except to the
extent delegated to the Physical Facilities Committee or to
officers of the Corporation by the terms of Article VII. The Treasurer may receive and review bids for all building projects, and to the extent all bids received for a project exceed the authorized project budget therefor the Treasurer is authorized to reject such bids without further action by the Board or Physical Facilities Committee. The Treasurer is authorized to delegate to one or more individuals the responsiblility for receipt and review of bids.
Section 2. Naming of University Buildings. The
University buildings shall be named in accordance with policies
established by the Board which shall include the following:
No building, or any addition to a building, of the University
shall be designated by the name of any particular person or
persons except that (a) in cases where testamentary gifts have
been accepted by the Board for the construction of a building
or an addition to a building and the terms of the gifts require
or request that a particular name shall be used, and (b) in
cases where it is desired to acknowledge conspicuous services
of an individual to the University by the special designation
of a building or a building addition.
All such determinations shall be made by the Board, except
that the President shall be authorized to name rooms or other
areas within buildings.
ARTICLE X: Conflicts
of Interest (Back to top)
- A Trustee shall be considered to have a conflict
of interest if: (a) such Trustee has existing or potential
financial or other interests which impair or might reasonably
appear to impair such Trustee's independent, unbiased judgment
in the discharge of his or her responsibilities to the
University (which for the purposes of this Article shall
include any of its subsidiaries or affiliates) or (b) such
Trustee is aware that a member of his/her family (which for
the purposes of this Article shall be a spouse, parents,
siblings, children, and any other relative if the latter
resides in the same household as the Trustee), or any organization
in which such Trustee (or member of his or her family) is
an officer, director, employee, member, partner, or Trustee,
or has a controlling interest, or has an existing or potential
financial or other interest. All
Trustees shall avoid such actual or possible conflicts
of interest, and disclose to the Board any possible conflict
of interest at the earliest practicable time. No Trustee
shall speak on any matter under consideration at a Board
or Committee meeting without first disclosing the actual
or possible conflict of interest; and no Trustees shall vote
on any matter in which there is or could be a conflict of
interest. The minutes
of such meeting shall reflect that a disclosure was made
and that the Trustee abstained from voting. Any Trustee
who is uncertain whether a conflict of interest may exist
in any matter may request the Board or Committee to resolve
the question by majority vote.
- All Trustees shall preserve and protect the confidentiality
of all private and proprietary information concerning the
University. Such
information shall be used exclusively for the benefit of
the University, and never for the benefit of the Trustee,
the Trustee's family or business, or any entity or person
whose interests are or might be adverse to those of the University.
ARTICLE XI: Amendments (Back
to top)
Section 1. Amendment of Bylaws. The
Bylaws may be changed or amended and additional Bylaws may
be adopted at any stated meeting of the Board by a vote of
seven members, provided that notice of the intention to change,
amend, or add to the Bylaws, in whole or in part, shall have
been given in the notice of the meeting or shall have been
given at a preceding meeting of the Board.
Section 2. Suspension of Bylaws. The
Bylaws or any of them may be suspended at any meeting by an
affirmative vote of at least seven members of the Board, and
not otherwise.
APPENDIX A: Trustee Code of Conduct (Back
to top)
- A Trustee shall devote time, thought and study to
his or her duties as a member of the Board of Trustees
of The Trustees of Purdue University.
- A Trustee shall learn how Purdue University functions --
its uniqueness, strength, and needs -- and its place in post-secondary
education.
- A Trustee shall carefully prepare for, regularly
attend and actively participate in the Board meetings and
committee assignments.
- A Trustee shall accept and abide by the legal and
fiscal responsibilities of the Board as specified in federal
and state law and the regulations, rules of procedure,
policies and resolutions of the Board of Trustees.
- A Trustee shall base his or her vote upon all information
available in each situation and shall exercise his or her
best judgment in making decisions which affect the course
of Purdue University.
- A Trustee shall vote according to his or her individual
conviction, and may challenge the judgment of others when
necessary; yet a Trustee shall be willing to support the
majority decision of the Board and work with fellow Board
members in a spirit of cooperation.
- A Trustee shall maintain the confidential nature
of Board deliberations in executive session s . This
includes written and verbal communication concerning the
executive session s . The
Chairman shall serve as the spokesperson for the Board. Other
Trustee s shall avoid acting as spokesperson
for the Board unless specifically authorized to do so.
- A Trustee shall understand the role of the Board
as a policy making and oversight body
and avoid active involvement in administration
of that policy unless specifically authorized to do so
by the Board.
- A Trustee shall learn and consistently use designated
institutional channels when conducting Board business (e.g.,
responding to faculty and student grievances, responding
to inquiries concerning the status of a presidential search).
- A Trustee shall comply with conflict of interest
policies and requirements prescribed in the Bylaws and
under state law. A Trustee shall refrain from accepting
duties, incurring obligations, accepting gifts or favors,
engaging in private business or professional activities when
there is, or would appear to be, a conflict or incompatibility
between the Trustee's private interests and the interests
of Purdue University.
- A Trustee shall refrain from actions and involvements
that may prove embarrassing to Purdue University.
- A Trustee shall act and make judgments always on
the basis of what is best for Purdue University as a whole
and for the advancement of higher education in general.
Procedure for Responding to Breaches of the Code of
Conduct
- Should evidence or allegations of Code of Conduct
violations by a Trustee of The Trustees of Purdue University
come to the attention of the Chairman of the Board, which
after further review by the Chairman appears to constitute
a breach of the Code of Conduct, the Chairman and the Vice
Chairmen shall discuss the matter with the Trustee to obtain
additional facts and perspective and to seek a mutually agreeable
resolution.
- Should the Code continue to be violated by the Trustee
after discussion with the Chairmen and the Vice Chairman,
the Chairman, shall bring information on the violation forward
to the Board of Trustees in executive session. Should
the Code thereafter continue to be violated, the Chairman , after
appropriate consultation, will place the matter on the
agenda for appropriate action by the Board of Trustees. The
Board shall discuss the matter in open session, allowing
the Trustee whose conduct is at issue to provide an explanation
of the conduct. The Board may then by majority vote
censure the Trustee.
- Should the Board censure the Trustee, formal notification
of the censure shall be communicated to the Governor, and
to any separate recommendatory or appointive authority of
the Trustee, e.g., the Office of the Dean of Students or
the Purdue Alumni Association.
CERTIFICATE
I, the duly elected, qualified and acting Secretary of The
Trustees of Purdue University, hereby certify that as such
officer I have custody of the corporate records, including
the Bylaws, of The Trustees of Purdue University, and that
the copy of the Bylaws to which this Certificate is attached
is a full, true and complete copy of the Bylaws of The Trustees
of Purdue University as amended to date, as the same appear
in the original records of The Trustees of Purdue University.
BYLAWS OF THE TRUSTEES OF PURDUE UNIVERSITY
As revised and amended to November 10, 2006
West Lafayette, Indiana
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