Virginia Commonwealth University

Board of Visitors

Bylaws

1.0. Corporate Name and Governing Body 1

1.01. Corporate Name. Virginia Commonwealth University.

1.02. Governing Body. The University is governed by the Board of Visitors (“BOV” or “Board”) and is under the control of the General Assembly of the Commonwealth of Virginia.

2.0. The Board of Visitors

2.01. Composition. The BOV has 16 members (Visitors) appointed by the Governor and subject to confirmation by the General Assembly.

2.02. Term Limits. Members shall be eligible for service for two consecutive terms of four years only (exclusive of the portion of any unexpired term or any term on the board of less than four years to which a board member has been appointed).

2.03. Meetings.

  • Regular Meetings. The BOV will meet at least four times a year on dates and in places (normally within Richmond) set by the Rector. The annual meeting will be the Spring meeting.
  • Special Meetings. Special meetings of the Board may be called by the Rector, or, in absence or disability of the Rector, by the Vice-Rector, or by any three Visitors. The purpose, date, time and place will be specified in the call for the special meeting.
  • Compliance and Transparency. All meetings of the BOV are to comply with the Open Meeting and Open Records laws of Virginia, and all board actions are to be transparent to the extent required by law. Virginia’s Open Meeting law requires, among other things, that the Board must give public notice of all meetings, that discussions on any topic not specifically authorized by law to be conducted in closed session must be conducted in open session, that any official action taken in closed session must be approved during an open meeting, and that minutes of all open sessions must be recorded and posted on the Board’s website. To ensure compliance with applicable laws and to ensure the availability of sound legal advice and counsel, the Attorney General’s appointee or representative will be notified of and invited to all meetings of the Board of Visitors, its Executive Committee and all other Board committees.
  • Notice. At least three days’ notice in writing (which may be by email) will be provided and will include the purpose, date, time, and place except that notice of an emergency meeting will be reasonable under the circumstances and notice to the public will be given contemporaneously with notice provided to members.
  • Quorum. A majority of the members of the serving Board of Visitors.
  • Order of Business. The order of business at meetings will be determined by the Rector.
  • Minutes. Minutes will be taken for all BOV meetings, will be approved by the BOV at its next meeting, and will be posted on the BOV webpage. Prior to each Committee meeting the respective chairs will review and provide any changes to the Board Liaison prior to the next meeting.
  • Conduct of Business. All meetings shall be conducted following Robert’s Rules of Order, Revised.

2.04. Assessment of Board Performance. At least every two years, the Board will assess its performance. The Rector will determine the method of assessment, subject to Board approval.

3.0. Committees

3.01 Standing Committees. The following are the standing committees and subcommittees of the BOV:

  • Executive Committee
  • Academic and Health Affairs Committee
  • Audit, Integrity and Compliance Committee
  • Finance, Budget, and Investment Committee
    • Investment Advisory Subcommittee
  • Governance and Compensation Committee 2
  • University Resources Committe
  • Nominating Committee

3.02. Appointment of Committees. The Rector in consultation with the Rector-elect will appoint the members, except for the Executive Committee and will appoint the Chair and Vice-Chair of each standing committee, except for the Executive Committee, the Investment Advisory subcommittee and the Governance and Compensation Committee. The Executive Committee will be seven to nine (7 – 9) members and will be chaired by the Rector, and the Vice-Rector will be the Vice-Chair. The Secretary will also be a member of the Executive Committee. The other members of the Executive Committee will be nominated by the Rector at the annual meeting and elected by the BOV. The Rector will be an ex-officio member of all standing and special committees, except for the Executive Committee, which is chaired by the Rector. The Investment Advisory subcommittee will be chaired by the Chair of the Finance, Budget and Investment Committee. The Governance and Compensation Committee will be chaired by the Vice-Rector.

3.03. Quorum for Standing Committees. The quorum is a majority of the members.

3.04. Charters and Annual Work Plans. Each standing committee will adopt and have approved by the BOV a charter outlining its roles and responsibilities. Each committee will have an annual work plan that is shared with the BOV.

3.05. Actions of Committees. The agenda for the BOV meetings will normally include reports from each standing committee. Committee minutes are approved by each committee. All other actions taken by all committees, except the Executive Committee, need the approval of the BOV.

3.06. Special Committees. The Rector may appoint special committees and will be an ex-officio member of all special committees. Any special committee will have a written charge that will include a date for the termination of the special committee.

4.0. Officers

4.01. Board Officers: Rector, Vice-Rector, and Secretary.

4.02 Election of Officers. The Nominating Committee will make its recommendation at the first regular BOV meeting of the calendar year (the Winter meeting) and the BOV will at that time elect a Rector. The Nominating Committee, in consultation with the Rector and Rector-elect, will make recommendations to the BOV for the Vice-Rector and Secretary at the annual meeting and the BOV will at that time elect those officers.

4.03. Rector.

  • Election. The BOV will elect a Rector-elect at its Winter meeting; the Rector will take office on July 1 for a one-year term. The Rector may be reelected for one additional term.
  • Powers and Duties. The Rector presides at all Board meetings. The Rector nominates all standing committees and nominates the Chair for each of these committees. The Rector may appoint special committees. The Rector acts as spokesperson or representative of the Board and performs additional duties outlined by statute or by the Board. The Rector is a member, ex officio, with vote, of all committees of the Board and is counted as a member in determining the quorum. The Rector works closely with the President to develop the agenda of Board meetings and to submit reports and other communications to the Board. The Rector facilitates communication between the Board and the Administration. The Rector will normally be one of the members of the BOV to serve on the Board of Directors of the Virginia Commonwealth University Health System Authority.

4.04. Vice-Rector.

  • Election. The BOV, at its Spring meeting, elects a Vice-Rector who serves for a one-year term or until a successor has been elected. The Vice-Rector may be reelected for one additional term.
  • Powers and Duties. The Vice-Rector will assume the duties and have the powers of the Rector in the absence or disability of the Rector. The Vice-Rector is a member, ex-officio, with vote, of all committees of the Board and, unless the Rector is present, is counted as a member in determining the quorum. The Vice-Rector performs other duties as requested by the Rector or the Board.

4.05. Secretary.

  • Election. The BOV, at its annual meeting, elects a Secretary who serves for a one-year term or until a successor has been elected. The Secretary may be re-elected for one additional term.
  • Powers and Duties. The Secretary is responsible for oversight of noticing the meetings and the preparation of minutes.
  • Administration. The BOV may appoint, in consultation with the President, a Board Liaison to provide it with administrative assistance, to facilitate communication with the administration and to authenticate and certify true and exact copies of documents that have been approved by the board to comply with both internal and external requests.

4.06. Inability or Incapacity of an Officer to Serve.

  • Replacement. If an elected Officer of the Board is, or will be, unable to serve for a period in excess of thirty (30) days of their elected term, the Rector (or in the Rector’s absence, the Vice-Rector), shall timely call a special meeting of the Nominating Committee to recommend another member of the Board to serve instead.
  • Election. If the Board has a regularly scheduled meeting within two (2) weeks of such nomination, the entire board shall vote on that nominee. If the Board does not have a regularly scheduled meeting within that time period, the Rector (or in the Rector’s absence the Vice-Rector), shall timely call a meeting of the Executive Committee which shall have the power to vote to elect the nominee.
  • Terms of office. Officers elected through these provisions shall serve the remainder of (or the entirety as the case might be) of the replaced Officer’s term.

4.07. Administrative Officers. The administrative officers of the University include the President, the Senior Vice President for Academic Affairs and Provost, the Senior Vice President for Health Sciences, and the Senior Vice President for Finance and Administration. The Board may, in consultation with the President, approve additional officers.

4.08. The President.

  • Election. The President of the University is elected by the BOV and serves at its pleasure.
  • Powers and Duties. The President of the University is the chief executive of the University and serves on the Virginia Commonwealth University Health System Authority and the Virginia Biotechnology Research Partnership Authority Boards of Directors and the Virginia Biotechnology Research Park Corporation Board of Directors and is a member of the faculty of the University.

    Among the President’s powers and duties are:
    • Making policy recommendations to the BOV
    • Implementing BOV policies
    • Being the primary point for communication between the University and the BOV
    • Providing oversight and accountability for the management of the University
    • Overseeing strategic planning and implementation
    • Exercising leadership for the development of both public and private resources to support the mission of the University
    • Recommending an annual budget
    • Serving as the primary spokesperson for the University
    • Managing effectively all matters delegated by the BOV, including personnel matters
    • Fulfilling all statutory duties

    The President, by delegation of authority from the Board of Visitors, shall approve the establishment of faculty positions and the appointment and compensation thereof subject to ratification by the Board. Further, the President shall determine leaves of absence for and termination of faculty members. Appointments at the level of vice president, any other position reporting directly to the President and academic dean appointments shall require Board of Visitors’ approval. Upon consultation with the Rector, the President shall have interim authority to conclude any appointment or action otherwise requiring Board of Visitors’ approval, subject to ratification by the Board of Visitors. The President also shall report to the Board of Visitors in advance any extraordinary appointment or compensation action that, in the judgment of the President, warrants such reporting to the Board of Visitors

  • Evaluation of the President. The President will be evaluated annually, with a periodic comprehensive evaluation normally during the third year of the Presidency and every three years after. The Governance and Compensation Committee of the Board will conduct the evaluation, which may include internal and external input, and will report its findings to the Board and the President.

5.0. Other Officers

5.01 Vice President for Academic Affairs and Provost

  • Appointment. The Vice President for Academic Affairs and Provost is the Chief Academic Officer and reports to, and serves at the pleasure of, the President. The Vice President for Academic Affairs and Provost is recommended by the President to the BOV who affirms the appointment. The President also annually reports on the evaluation and compensation of the Vice President for Academic Affairs and Provost, both of which are affirmed by the Board.
  • Powers and Duties. The Vice President for Academic Affairs and Provost will have all the powers and duties regarding academic matters that the President delegates to that office. The Vice President for Academic Affairs and Provost is the President’s deputy and is empowered to act on behalf of the President in all respects in the event of the absence, unavailability or disability of the President.

5.02 Vice President for Health Sciences

  • Appointment. The Vice President for Health Sciences is the Chief Academic Officer for Health Sciences. By statute, this officer also serves as chief executive officer of the Virginia Commonwealth University Health System Authority. The appointment, evaluation, and compensation of this position are made jointly by the BOV and the VCU Health System Board of Directors at an annual joint meeting of the Boards. The BOV considers the recommendations from the President.
  • Powers and Duties. The Vice President for Health Sciences will have all the powers and duties for those responsibilities that the President delegates to that office and as set forth by statute.

5.03 Vice President for Finance and Budget, Chief Financial Officer

  • Appointment. The Vice President for Finance and Budget, Chief Financial Officer reports to, and serves at the pleasure of, the President. The Vice President for Finance and Budget, Chief Financial Officer is recommended by the President to the BOV who affirms the appointment. The President also annually reports on the evaluation and compensation of the Vice President for Finance and Budget, Chief Financial Officer, both of which are affirmed by the Board.
  • Powers and Duties. The Senior Vice President for Finance and Administration will have all the powers and duties related to administrative management that the President delegates to that office.

5.04 Vice President for Administration, Chief Administrative Officer

  • Appointment. The Vice President for Administration, Chief Administrative Officer reports to, and serves at the pleasure of, the President. The Vice President for Administration, Chief Administrative Officer is recommended by the President to the BOV which affirms the appointment. The President also annually reports on the evaluation and compensation of the Vice President for Administration, Chief Administrative Officer, both of which are affirmed by the Board.
  • Powers and Duties. The Vice President for Administration, Chief Administrative Officer will have all the powers and duties related to administrative management that the President delegates to that office.

5.05 Other Vice-Presidents

  • Appointment. Vice-Presidents of the University, other than those cited above, are appointed by BOV upon recommendation of the President and serve at the pleasure of the President. Their salaries are subject to approval by the BOV.
  • Powers and Duties Vice-Presidents are accountable to the President and their powers and duties are assigned by the President with the approval of the BOV.

6.0 Other Board Appointments

6.01 Executive Director of Audit and Compliance Services

  • Appointment. The BOV, in consultation with the President, appoints, evaluates, and sets the compensation for the Executive Director of Audit and Compliance Services.
  • Powers and Duties. The Executive Director of Audit and Compliance Services will have the powers and duties that are assigned by the Audit, Integrity and Compliance committee, in consultation with the President.

7.0. Faculty

7.01. Faculty. The general faculty consists of the President, Vice President for Academic Affairs and Provost, deans, directors, professors, associate professors, assistant professors, research professors, associate research professors, assistant research professors, assistant, associate and full professors of clinical subjects, instructors and other ranks or titles as approved by the President.

7.02. Appointment, Promotion and Tenure of Faculty. The BOV, on recommendations from the President, approves all faculty promotion and tenure decisions.

8.0. Conflict of Interest

8.01. Compliance. The BOV members will comply with state statues regulating conflict of interest and will sign an annual statement indicating their awareness of the law, their compliance with the law, and any necessary disclosures.

9.0. Seal

9.01. Description. The corporate seal of the University is the seal displayed in and/or appended to these Bylaws.

10.0. Amendments and Procedural Matters

10.01. Procedure. The Bylaws will be reviewed annually by the Governance and Compensation Committee and the Committee will make recommendations for any amendments they deem necessary to the BOV. Such amendments will become effective by a majority vote of the BOV provided that the proposed amendments were included in the notice of the meeting during which such vote is taken.

10.02. Suspension. Any provision of the Bylaws may be suspended at any regular or special meeting of the Board by a two-thirds vote of the Visitors.

10.03. Ratification. No action taken in violation of the Bylaws shall be effective unless ratified in accordance with the Bylaws.

10.04. Effective Date. The foregoing Bylaws shall go into effect immediately upon approval; revised September 17, 1992; revised November 17, 1994; revised May 19, 1995; revised May 16, 1997; revised September 17, 1998, effective January 1, 1999; revised February 11, 1999; revised November 14, 2002; revised August 24, 2006; revised August 9, 2007; revised February 11, 2010; revised April 15, 2013; revised May 9, 2014; revised December 12, 2014; revised February 12, 2015; revised May 8, 2015; revised March 23, 2016