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BYLAWS
OF
PIONEER UNIVERSITY
Amended April 10, 2009
CERTIFICATE OF THE SECRETARY OF THE
UNIVERSITY OF PIONEER UNIVERSITY, INC. A CALIFORNIA NONPROFIT CORPORATION
I hereby certify that I am the duly elected and
acting Secretary of the University of Pioneer University and that this is a true and
correct copy of the official Bylaws of Pioneer University, comprising 27 pages
including this title page and certificate, and adopted and amended by The Board of
Pioneer University on April 10, 2009.
Joseph B. Andreasen Secretary of the University
ARTICLE I. OFFICES
Principal Office
Section 1.01. The principal office of the
Corporation (hereinafter called University) for transaction of its business is
located at 19175 Third Street, Oro Grande, CA 92368, County of San Bernardino, State
of California. Its mailing address is:
Pioneer University, Inc. 19175 Third Street PO Box
141 Oro Grande, CA 92368
Change of
Address
Section 1.02 The Board of
Directors (hereinafter call The Board) is hereby granted full power and authority
to change the principal office of the University from one location to another in the
State of California. Any such change shall be noted by the Secretary of the
University in these Bylaws, but shall not be considered an amendment of these
Bylaws.
ARTICLE II. MEMBERS
Members Prohibited
Section 2.01 The University shall not
have any members.
Effect of
Prohibition
Section 2.02 Any
action that would otherwise require approval by a majority of all members or
approval by the membership shall require only the approval of The Board. All rights
that would otherwise vest under the Non-Profit Corporation Law in the members shall
vest in the Directors.
ARTICLE III.
DIRECTORS
General
Section 3.01 Subject to the limitations of the
Articles of Incorporation these Bylaws and the laws of the State of California, the
powers of this University shall be exercised, its property controlled, and its
affairs conducted by or under the direction of The Board.
Number
Section 3.02
As provided in the Articles of Incorporation of the University, the University
shall have not less than three (3) nor more than thirty (30) Directors. The exact
number of Directors shall be fixed from time to time, within the limits specified in
this Bylaw and the Articles of Incorporation of the University by an amendment to
this Bylaw duly adopted by unanimous approval of The Board as that term is defined
in Section 5032 of the Corporations Code. As of this amended version of these
bylaws the number of Directors shall be nine (9).
Duties
Section
3.03 The duties of the Directors are:
(a) Perform any and all duties imposed on them
collectively or individually by law, by the Articles of Incorporation of the
University, or by these Bylaws; (b) Appoint and remove, employ and discharge and
except as otherwise provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of the President of the University; (c) Supervise the
President of the University to assure that his/her duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; (e) Register
their addresses with the Secretary of the University and notices of meetings mailed
or telegraphed to them at such addresses shall be valid notice thereof.
Restriction Regarding Interested
Directors
Section 3.04
Notwithstanding any other provision of these Bylaws, not more than forty-nine
percent (49%) of the persons serving on the Board may be interested persons. For
purposes of this Section, interested persons, means either:
(a) Any person currently being compensated by the
University for services rendered it within the previous twelve (12) months, whether
as a full or part-time officer or other employee, independent contractor, or
otherwise, excluding any reasonable compensation paid to a Director as Director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, mother-in-law, or father-in-law or any such person.
Terms of Office
Section 3.05 Each Director shall hold office for
a term of four years from the date of such Directors election and until such
Directors successor is elected. In the event a Director is removed at a special
meeting of The Board called and held as prescribed by Section 4.05 of these Bylaws,
such Director shall hold office until his or her removal and his or her successor is
elected and qualifies.
Nomination
Section
3.06 Any person may be nominated by the method of nomination authorized by
the Board or by other method authorized by law.
Election
Section 3.07
The Directors shall be elected annually at the annual meeting of each year as
prescribed by Section 4.03 of these Bylaws where authorized by the Articles or
Bylaws by written ballot as authorized by Section 3.07(a) through 3.07(e) of these
Bylaws. The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected. Directors shall be eligible for reelection
without limitation on the number of terms they may serve.
Action Without Meeting by Written Ballot
Section 3.07(a) Subject to the limitations specified
in Section 3.07(b) of these Bylaws, any action, which may be taken at any regular or
special meeting of Directors, may be taken without a meeting. If an action is taken
without a meeting, the University shall distribute a written ballot to every
Director entitled to vote on the matter. The ballot shall set forth the proposed
action, provide an opportunity to specify approval or disapproval of any proposal
and provide a reasonable time within which to return the ballot to the University.
Approval by written ballot shall be valid only when the number of votes cast by
ballot within the time period specified equals or exceeds the quorum required to be
present at a meeting authorizing the action, and the number of approvals equals or
exceeds the number of votes that would be required to approve at a meeting at which
the total number of votes cast was the same as the number of votes cast by
ballot.
Limitations Pertaining to
Election of Directors
Section 3.07(b)
Directors may be elected by written ballot, except that election of Directors by
written ballot shall not be permitted where the Directors are elected by cumulative
voting pursuant to Section 5616 of the Corporations Code.
Solicitation of Ballots
Section 3.07(c) Ballots shall be solicited in a manner consistent with
the requirements of giving notice of special meetings set forth in Section 4.05 of
these Bylaws and of voting by written ballot set forth in Section 3.07(d) of these
Bylaws. All such solicitations shall indicate the number of responses needed to
meet the quorum requirement and, with respect to ballots other than for the election
of Directors, shall state the percentage of approvals necessary to pass the measure
submitted. The solicitation shall specify the time by which the ballot must be
received in order to be counted.
Voting
by Written Ballot
Section 3.07(d) The
form of written ballots distributed to all Directors shall afford an opportunity on
the form of written ballot to specify a choice between approval and disapproval of
each matter or group of related matters intended, at the time the written ballot is
distributed, to be acted on by such written ballot. The form shall also provide,
subject to reasonable specified conditions, that where the person solicited
specifies a choice with respect to any such matter the vote must be cast in
accordance therewith. In any election of Directors, any form of written ballot in
which the Directors to be voted on are named therein as candidates and which is
marked by a director withhold or otherwise marked in a manner indicating that the
authority to vote for the election of Directors is withheld shall not be voted
either for or against the election of a Director.
Revocation of Ballot
Section 3.07(e) Unless otherwise provided in the Articles of
Incorporation of the University or these Bylaws, any Director casting a ballot may
revoke the ballot, or substitute another, by a writing received by the University
prior to the time specified on the ballot for its receipt by the University, but may
not do so thereafter. Such a revocation shall be effective on its receipt by the
Secretary of the University.
Compensation
Section
3.08 Directors shall serve without compensation except they may be paid
travel and expenses and allowed a small meeting stipend and reasonable advancement
and reimbursement as may be fixed from time to time by resolution of the Board.
Removal of Directors
Section 3.09 On a affirmative vote to remove a
director of three-fourths of all the Directors, the Board may declare vacant the
office of a Director on the occurrence of any of the following events:
(a) The Director has been declared of unsound mind
by a final court order; (b) The Director has been convicted of a felony; or (c)
The Director has failed to attend two (2) meetings of the Board within a sixteen
(16) month period.
Resignation of
Director
Section 3.10 Any
Director may resign effective on giving written notice to the Chairman of The Board,
the President of the University, the Secretary of the University, or The Board of
the University, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective. A director shall
not resign where the University would then be left without a duly elected director
or directors in charge of its affairs.
Vacancies in the Board
Section 3.11 Vacancies on the Board shall exist on the death,
resignation, or removal of any Director; whenever the number of Directors authorized
is increased; and on the failure of the Directors in any election to elect the full
number of Directors authorized.
Filling
Vacancies by Directors
Section 3.12
Except for a vacancy created by the removal of a Director pursuant to Section
3.09 of these Bylaws, vacancies on The Board may be filled by approval of a
three-fourths majority of The Board, or, if the number of Directors then in office
is less than a quorum, by (1) the unanimous written consent of the Directors then in
office; (2) the unanimous affirmative vote of a majority of the Directors then in
office at a meeting held pursuant to notice or waivers of notice as provided in
Article IV of these Bylaws; or (3) a sole remaining Director.
Non-Liability of Directors
Section 3.13 The Directors shall not be
personally liable for the debts, liabilities, or other obligations of the
University.
Indemnification by
University of Directors, Officers, Employee and Other Agents
Section 3.14 To the extent that a person who is,
or was, a Director, Officer, Employee or other agent of this University has been
successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by reason
of the fact that he or she is, or was, an agent of the University, or has been
successful in defense of any claim, issue or matter, therein, such person shall be
indemnified against expenses actually and reasonably incurred by the person in
connection with such proceeding.
If such person
either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall be provided by this
University but only to the extent allowed by, and in accordance with the
requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation
Law.
Insurance for Corporate
Agents
Section 3.15 The Board may
adopt a resolution authorizing the purchase and maintenance of insurance on behalf
of any agent of the University (including a director, officer, employee or other
agent of the University) against any liability other than for violating provisions
of law relating to self-dealing (Section 5233 of the California Nonprofit Public
Benefit Corporation Law) asserted against or incurred by the agent in such capacity
or arising out of the agents status as such, whether or not the University would
have the power to indemnify the agent against such liability under the provisions of
Section 5238 of the California Nonprofit Public Benefit Corporation Law.
Life Directors
Section 3.16 Any member of the Board who has
served a minimum of nine (9) years may be elected a Life Director. The Board may
elect a person a Life Director who resigns after serving less than nine (9) years,
if that persons resignation results from conditions of health. The term of office
of a Life Director shall continue for his/her lifetime unless he or she is removed
from office by a three-fourths majority vote of all of the members of the Board. A
Life Director shall not be a member of the Board. He/she may attend meetings of the
Board and its Committees and participate in discussions but without a vote.
Honorary Directors
Section 3.17 The Board may elect Honorary
Directors from among those who have made extraordinary contributions to the
advancement of the University. The term of office of an Honorary Director shall
continue for his or her lifetime unless he or she is removed by a three-fourths
majority vote of all members of the Board. An Honorary Director shall not be a
member of the Board. He/she may attend meetings of the Board and its Committees and
participate in discussions but without a vote.
Directors Emeriti
Section 3.18 The Board may elect a Chairman Emeritus (Honorary),
President Emeritus (Honorary) and a Provost Emeritus (Honorary) and may elect
Director Emeriti from among those Directors who have completed terms as Chairman of
The Board, President of the University, or Provost of the University and who have
been elected and are serving as Chairman Emeritus, President Emeritus, or Provost
Emeritus, who have also completed their regular term of service on the Board, and
who have rendered outstanding service to the University. A Director Emeritus shall
not be a member of the Board. He/she may attend meetings of the Board and its
Committees and participate in discussions but without a vote.
ARTICLE IV. MEETINGS OF THE BOARD
Call of Meetings
Section 4.01 Meetings of the Board may be
called by the Chairman of the Board, or the President of the University, or any four
Directors.
Place of
Meetings
Section 4.02 All meetings of
the Board shall be held at the place specified on the notice of the meeting, and
Board members may meet in whole or in part by teleconference or electronic video
screen communication so long as all members participating in such meeting are able
to hear and be heard by one another. Committees may meet at a time and place at
their discretion, and committees may meet in whole or in part by teleconference or
electronic video screen communication so long as all members participating in such
meeting are able to hear and be heard by one another.
Annual Meeting
Section
4.03 The annual meeting of the Board shall be held each year on the second Friday
of June, or such other date as determined by the Executive Committee of the
Board.
Regular Meetings
Section 4.04 Regular meetings of the Board shall be
held with 72 hours notice at the principal office of the University at least
quarterly in the months of March, September, and December.
Special Meetings
Section 4.05 the Chairman of the Board or the President of the University
or any four Directors may call Special Meetings of the Board. Special meetings
shall be held on four (4) days notice by first-class mail, postage paid or on
forty-eight (48) hours notice delivered personally or by telephone, facsimile, or
telegraph. Notice of the special meeting need not be given to any Director who
signs a waiver of notice or a written consent to holding the meeting or an approval
of the minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of such
notice to such Director. All such waivers, consents, and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Quorum
Section 4.06 A majority plus one of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except as
hereinafter provided.
Transactions of
Board
Section 4.07 Except as
otherwise provided in the Articles, in these Bylaws, or by law, every act or
decision done or made by a majority of the Directors present at a meeting duly held
at which a quorum is present is the act of the Board provided, however, that any
meeting at which a quorum was initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is approved by at
least a majority of the required quorum for such meeting, or such greater number as
is required by law, the Articles, or these Bylaws.
Conduct of Meetings
Section 4.08 The Chairman of the Board or, in his or her absence, the
President of the University shall preside at meetings of The Board. The Secretary
of the University or, in the Secretary of the Universitys absence, any person
appointed by the presiding officer shall act as Secretary of the Board. Directors
of the Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all directors participating in such
meeting can hear one another. Such participation shall constitute personal presence
at the meeting.
Adjournment
Section 4.09 A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. If the meeting is adjourned for more than twenty-four (24) hours, notice of
adjournment to another time or place must be given prior to the time of the
adjourned meeting to the Directors who were not present at the time of
adjournment.
Rules of Order
Section 4.10 The Roberts Rules of Order, as
amended from time to time, shall govern the meetings of directors insofar as those
rules are not inconsistent with or in conflict with these Bylaws, the Articles of
Incorporation of this University, or the law, or rules governing agenda, motions,
and related matters.
Action Without
Meeting
Section 4.11 Any action
required or permitted to be taken by the Board may be taken without a meeting, if
all directors of the Board individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same force
and effect as the unanimous vote of such Directors.
Attendance by Senior Officers
Section 4.12 Should the Senior Officers of the University not be
members of the Board, the Senior Officers of the University shall attend, or excuse
themselves from, meetings of the Board as directed by the Chairman of the Board or
the President of the University.
ARTICLE
V. COMMITTEES
Executive
Committee
Membership
Section
5.01(a) The Board may, by a majority vote of the Directors, designate two (2)
or more of its Directors (who may also be serving as officers of this University) to
constitute an Executive Committee
Powers
and Duties
Section 5.01(b) The Board
may delegate to the Executive Committee any of the powers and authority of the Board
in the management of the business and affairs of the University, except with respect
to:
(a) The approval of any action that, under law or
the provisions of these Bylaws, requires the approval of a majority of The Board.
(b) The filling of vacancies on the Board or on any committee that has the
authority of the Board. (c) The fixing of compensation of the Directors for
serving on the Board or on any Committee. (d) The amendment or repeal or any
resolution of the Board that by its express terms is not so amendable or repealable.
(e) The appointment of Committees of the Board thereof. (f) The expenditure of
corporate funds to support a nominee for Director after there are more people
nominated for Director than can be elected. (g) The amendment or repeal of Bylaws
or the adoption of new Bylaws. (h) The approval of any transaction to which this
University is a party and in which one or more of the Directors has a material
financial interest, except as expressly provided in Section 5233(d) of the
California Nonprofit Public Benefit Corporation Law.
By a majority vote of its Directors then in office, the Board may at any
time revoke or modify any or all of the authority so delegated, increase or
decrease, but not below two (2), the numbers of its Directors, and fill vacancies
therein from the Directors of the Board. The Committee shall keep regular minutes
of proceedings, cause them to be filed with the corporate records, and report the
same to the Board from time to time as the Board may require.
Academic Affairs Committee
Membership
Section 5.02(a) The Academic Affairs Committee shall consist of not less
than two (2) members of the Board in addition to ex-officio members. The Executive
Vice President and Provost shall attend meetings of the Committee and may vote if
also a Director, but shall not have a vote if he/she is not also a Director.
Powers and Duties
Section 5.02(b) The Academic Affairs Committee shall
have the following duties with regard to educational policies and operations:
1. To review, periodically, patterns of
appointment, promotion, and assignments of tenure to the faculty, and to advise on
the establishment of chairs and professorships. 2. To consider regular, special,
and proposed academic programs and to recommend programs leading to construction of
major academic facilities, subject to later review of architectural plans and
financing by other Committees. 3. To review and advise on major changes in
academic organization 4. To advise on academic policies affecting faculty titles,
degree standards, admissions, research, and related academic matters. 5. To
consider recommendations for the bestowal of honorary degrees and advise on
individuals of distinction and extraordinary accomplishment who merit this
recognition. 6. To examine, periodically, the resources of scholarly material in
and plans for libraries and special collections.
By
the provisions of Section 6.03(d) of Article VI, of these Bylaws, responsibility for
the educational program is delegated to the President of the University. Therefore,
the duties of this Committee shall be advisory and not executive or administrative
in character.
Other
Committees
Section 5.03 The
University shall have such other committees as may from time to time be designated
by resolution of The Board. Such other committees may consist of persons who are
not also Directors of the Board. These additional committees shall act in an
advisory capacity only to the Board and shall be clearly titled as advisory
committees.
Meetings and Action of
Committees
Section 5.04 Meetings
and action of committees shall be governed by, noticed, held and taken in accordance
with the provisions of these Bylaws concerning meetings of The Board, with such
changes in the context of such Bylaw provisions as are necessary to substitute the
committee and its Directors for The Board, except that the time for regular meetings
of committees may be fixed by resolution of The Board or by the Committee. The
Board may also fix the times for special meetings of committees. The Board may also
adopt rules and regulations pertaining to the conduct of meetings of committees to
the extent that such rules and regulations are not inconsistent with the provisions
of these Bylaws.
Committee
Reports
Section 5.05 The Chairman
of each standing Committee or his/her delegate shall make a report on the activities
of the Committee at the annual meeting and at each regular meeting of the Board.
ARTICLE VI. OFFICERS
General
Section 6.01 The officers of the University shall be a Chairman of
the Board, a President of the University who is also the Chief Executive Officer, an
Executive Vice President and Provost, a Senior Vice President, Administration,
Senior Vice President for Finance who serves as the Universitys Chief Financial
Officer, a Secretary of the University, and a Treasurer of the University. The
University may also add additional Senior Officers as the Board may find necessary
or appropriate. The same person may hold any number of offices, except that neither
the Secretary of the University, Treasurer of the University, nor the President of
the University may serve as the Chairman of the Board and neither the Secretary of
the University, Treasurer of the University, nor the Chairman of The Board may serve
as the President of the University.
Chairman of the Board
Section 6.02 The Chairman of the Board shall preside over all
meetings of the Board and the Executive Committee with the usual powers of a
presiding officer. In no case shall the same person hold the offices of Chairman of
the Board and President of the University.
President of the University
Election and Term of Office of President of the
University
Section 6.03(a) The
President of the University shall be elected by The Board at the organizing meeting
of the Board and thereafter at any annual, regular or special meeting of the Board
and shall hold office until he or she resigns or is removed or is otherwise
disqualified to serve, or until his or her successor shall be elected and qualified,
whichever occurs first. He/She shall be the Chief Executive Officer of the
University in charge of all its operations. He/she shall be responsible for
carrying out policies established by the Board; but he/she may delegate any of
his/her functions. All of the officers of the University except the Chairman of the
Board, all administrative executives, and all academic officers of the University
shall be subject to the direction of the President of the University.
Recommendation of Nominees for
Officers
Section 6.03(b) The
President of the University shall recommend nominees for officers of the University,
except the Chairman of the Board, to the Board.
Selection of Academic Staff
Section 6.03(c) The President of the University shall appoint the dean
or director of each college or school of the University together with such division
chairmen, department heads, or other division heads or assistants throughout the
University as may be necessary or appropriate to carry out the work of the
University. The President of the University shall determine the term of office and
the duties of each such member of the academic staff.
Academic Program
Section 6.03(d) The President of the University shall have full power of
appointment, direction, and supervision of the faculties of the organization
thereof. He/she shall be an ex-officio member of the faculty of each college or
school and may, at his/her election, act as the presiding officer of each faculty
and of the University Faculty. He/she shall have the right to cast the deciding
vote in any such group in case of a tie. He/she may appoint such committees of any
faculty as he/she shall deem wise and proper and shall be a member ex-officio of all
such committees.
Teaching and
Administrative Responsibilities
Section
6.03(e) The President of the University shall spend sufficient time on campus to
carry out his/her administrative duties. In addition the President of the
University may, at his/her discretion, accept a teaching assignment or participate
in research in his/her chosen field of academia.
Fiscal Program
Section
6.03(f) The President of the University, with the advice and assistance of the
other officers of the University, shall prepare or cause to be prepared an annual
operating budget for the University. Such budget shall be considered presented to
the Board.
Enforcement of
Rules
Section 6.03(g) The President
of the University shall be responsible for the enforcement of all rules and
regulations of the University.
Naming
Authority
Section 6.03(h) The
President of the University shall have the authority to approve the names of
portions of campus buildings and moveable objects. Names of schools, campus
buildings, grounds, thoroughfares, and amphitheaters shall be recommended by the
President of the University to the Executive Committee for approval.
Absence or Incapacity
Section 6.03(i) In the absence or incapacity of the
President of the University, his/her duties shall be performed by such Senior
Officer as may be designated by the President of the University, or in the absence
of such designation, by the Executive Vice President and Provost.
Evaluation, Removal, and Resignation of
President of the University
Section
6.03(j) The President of the University shall be evaluated by The Board and may
be removed with or without cause, by a three-fourths majority vote of all of The
Board, at the annual meeting of the Board. The President of the University may
resign at any time by giving written notice to The Board. Any such resignation
shall take effect at the date of receipt of such notice or at any later date
specified therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The above provisions of
this Section shall be superseded by any conflicting terms of a contract that have
been approved by The Board relating to the employment of the President of the
University.
Senior Officers
Membership
Section 6.04(a) The Senior Officers of the University shall be:
1. Executive Vice President and Provost 2.
Senior Vice President, Administration 3. Senior Vice President, Finance and
Chief Financial Officer 4. Additional Senior Officers as the Board may find
necessary or appropriate.
Duties and
Powers
Section 6.04(b) The Senior
Officers shall have such duties as are from time to time prescribed by the President
of the University.
Removal and
Resignation of Senior Officers
Section
6.04(c) The President of the University and/or The Board may remove any senior
officer, either with or without cause, at any time. Any officer may resign at any
time by giving written notice to the President of the University or the Chairman of
the Board. Any such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. The above provisions of this Section shall be superseded by any
conflicting terms of a contract that has been approved by the President of the
University and ratified by The Board relating to the employment of any senior
officer of the University.
Secretary of
the University
Duties of the
Secretary of the University
Section 6.05 The Secretary of the University
shall:
(a) Certify and keep at the principal office of
the University the original, or a copy, of these Bylaws as amended or otherwise
altered to date. Keep at the principal office of the University or at such other
place as the Board may determine, a book of minutes of all meetings of the
Directors, and, if applicable, meetings of committees of directors, recording
therein the time and place of holding, whether regular or special, how called, how
notice thereof was given, the names of those present or represented at the meeting,
and the proceedings thereof. (b) See that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law. (c) Be
custodian of the records and of the seal of the University and see that the seal is
affixed to all duly executed documents, the execution of which on behalf of the
University under its seal is authorized by law or these Bylaws. (d) Exhibit at
all reasonable times to any Director of the University or to his or her agent or
attorney, on request therefore, the Bylaws, and the minutes of the proceedings of
the Directors of the University. (e) In general, perform all duties incident to
the office of Secretary of the University and such other duties as may be required
by law, by the Articles of Incorporation of this University, or by these Bylaws, or
which may be assigned to him or her from time to time by the President of the
University.
Treasurer of the
University
Duties of the
Treasurer of the University
Section 6.06 Subject to the provisions of these Bylaws
relating to the Execution of Instruments, Deposits and Funds, the Treasurer of the
University shall:
(a) Have charge and custody of, and be responsible
for, all funds and securities of the University, and deposit all such funds in the
name of the University in such banks, trust companies, or other depositories as
shall be selected by The Board. (b) Receive, and give receipt for, monies due and
payable to the University from any source whatsoever. (c) Disburse, or cause to
be disbursed, the funds of the University as may be directed by The Board, taking
proper vouchers for such disbursements. (d) Keep and maintain adequate and
correct accounts of the Universitys properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibits at all reasonable times the books of account and financial records
to any Director of the University, or to his or her agent or attorney, on request
therefore. (f) Render to the President of the University and Directors, whenever
requested, an account of any or all of his or her transactions as Treasurer of the
University and of the financial condition of the University. (g) Prepare, or
cause to be prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports. (h) In general, perform all
duties incident to the office of Treasurer of the University and such other duties
as may be required by law, by the Articles of Incorporation of the University
Compensation of Officers
Section 6.07 The salaries, if any, of the
President of the University and all other senior officers, if any, shall be fixed
from time to time by resolution of The Board, and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a Director of the
University, provided, however, that such compensation paid a Director for serving as
an Officer of this University shall only be allowed if permitted under the
provisions of Article 3, Section 3.04 of these Bylaws. In all cases, any salaries
received by officers of this University shall be reasonable and given in return for
service actually rendered for the University which relate to the performance of the
charitable or public purposes of this University.
ARTICLE VII ADMINISTRATIVE EXECUTIVES
General
Section 7.01 The President of the University may from time to time
appoint administrative executives of the University with such titles as the
President of the University deems appropriate. Administrative Executives shall not
be officers of the University.
ARTICLE
VIII ACADEMIC ORGANIZATION
General
Section
8.01 The President of the University may appoint the following academic
officers, who shall not be officers of the University.
1. Academic Deans and Directors 2. Division and
Department Chairmen 3. Such other Academic Officers as my be designated by the
Board
Academic officers shall be subject to the
immediate direction of the Executive Vice President and Provost as directed from
time to time by the President of the University.
Academic Deans and Directors
Section 8.02 The academic dean or director of each college, school
or other administrative unit of the University shall, subject to the provisions of
Section 8.01, be the chief administrative officer thereof and shall be responsible
for the proper preparation and conduct of its educational program. He/she shall
continuously study the academic program and needs of his/her unit and shall make an
annual report to the President of the University through the Senior Officer to whose
immediate direction he/she is subject. He/she shall supervise the progress and look
after the academic welfare of the students of his/her unit and shall furnish such
information concerning his/her school as may be requested by the President of the
University.
Division Chairmen and
Department Heads
Section 8.03 The
chairman or head of each academic division or department of each college, school, or
other administrative unit of the University under its dean or director shall,
subject to the provisions of Section 8.01, be its chief administrative officer.
He/she shall be responsible for the organization and maintenance of the work of
his/her department and shall make periodic reports to his/her dean or director to
furnish such information as may be requested.
ARTICLE IX ACADEMIC PROGRAM
Schools and Colleges
Section 9.01 The Schools and Colleges of the University
shall be:
1. The School of Education a. The Graduate
School of Education b. Other such schools and colleges as the Board may
establish.
Faculty
Composition
Section 9.02(a) The University Faculty shall consist of the President of
the University, the Executive Vice President and Provost; Academic Deans and
Directors; and members of the teaching and research staffs holding titles including
the following terms: Professors, Associate Professors, Assistant Professors,
Instructors, Lecturers (but not Assistant Lecturers) and Librarians.
Committees
Section 9.02(b) The University Faculty shall be organized into
committees. These committees shall be appointed by the President of the University
or, if delegated by the President of the University, appointed by: (i) the Executive
Vice President and Provost; (ii) the Academic Dean or Director; or (iii) such other
officer or administrative executive, or body as authorized by the President of the
University. Each shall meet at regular intervals during the academic year. Each
shall appoint a Secretary of the University who shall keep a record of its
proceedings. Each may make such rules of procedure, and provide for such
subcommittees, as may be deemed proper. The President of the University may appoint
to any such committee one or more persons not members of the Faculty.
Powers and Duties of Committees
Section 9.02(c) Each such committee shall perform
such duties as may be fixed by, and shall have such powers and exercise such
authority as shall be delegated to it by the President of the University. The
powers and duties to be so divided among, and assigned to, the various committees
may include the following powers and duties, subject to the approval of, and a power
of review in, the President of the University, and subject always to the policies
and directives of the Board in effect from time to time:
1. To prescribe the requirements for admission, courses of study,
conditions of graduation, the nature of degrees to be conferred in course, and rules
and methods for the conduct of the educational work of the University;
2. To recommend to the President of the University
persons to receive the awards of fellowships, scholarship, prizes and
grants-in-aid;
3. To recommend to the
President of the University candidates for Honorary Degrees;
4. To investigate all cases of misconduct of
students, and violations of rules of the University by students, and through the
proper officers, to administer such discipline as they determine appropriate under
the circumstances;
5. To prescribe rules for
the regulation of student publications, athletics (if any), intercollegiate games
(if any), social and professional activities, and other student affairs;
6. To recommend to the President of the University
appointments to senior faculty ranks, and the grant of tenure;
7. To review, at the request of the President of the
University, the academic work of departments and programs of the University, and to
make recommendations thereon to the President of the University.
8. To conduct hearings on faculty grievances and on
dismissals for cause, as provided in policies promulgated by the University, and to
make recommendations to the President of the University for the disposition of such
matters;
9. To recommend to the President of
the University policies concerning the libraries and information services, research,
safety in research, and protection of human subjects;
10. To make recommendations to the President of the University
concerning business affairs, employee benefits, financial exigency, galleries,
public art, convocations, patents and technology transfer; and
11. To make recommendations concerning other matters
as authorized by the President of the University.
Courses of Instruction
Section 9.03 The courses of instruction in the schools and colleges
shall be prescribed by their respective faculties, on the recommendation of the
appropriate Faculty Committee and subject to the approval of the President of the
University.
Faculty Assembly
Section 9.04 The Faculty Assembly, as from
time to time elected or designated by the faculty, or meeting as the entire faculty,
the Faculty Assembly shall be a deliberative and consultative body, with power to
make studies, reports, and recommendations to the President of the University in any
all matters pertinent to the well-being of the faculty.
Academic Freedom
Section 9.05 The University shall be committed to the ideals of
academic freedom for members of the University faculty and shall develop a policy
pertaining to the same.
Student
Body
Composition
Section 9.06(a) The Student Body of the University
shall consist of all students from time to time registered in the University.
Representation
Section 9.06(b) The Pioneer University Graduate and
Professional Student Senate is the official graduate student representative
government of the University with power to make studies, reports, and
recommendations to the President of the University in any and all matters pertaining
to the well-being of the graduate student body.
ARTICLE X DEGREES
Honorary Degrees
Section 10.01 Honorary Degrees shall be conferred by the President
of the University upon those persons and at such occasions as may be approved by the
Board.
Degrees in Course
Section 10.02 Degrees in course shall be
conferred by the President of the University upon recommendation of the appropriate
faculty and approval of the Board.
Diplomas
Section
10.03 Diplomas shall be in such form and signed in such a manner as may be
determined by the Board.
Duplicate
Diplomas
Section 10.04 A
duplicate diploma shall be issued to a graduate only to replace a diploma that has
been damaged or destroyed. The University shall require appropriate evidence,
including the return of any damaged diploma, and may assess an appropriate fee.
ARTICLE XI. MISCELLANEOUS
Keeping Records
Section 11.01 The University shall keep adequate
and correct records of account and minutes of the proceedings of its Board and
committees of the Board. The minutes shall be kept in written form. Other books
and records shall be kept in either written form or in any other form capable of
being converted into written form.
Annual
Report
Section 11.02 The Board
shall cause an annual report to be sent to the Directors not later than one hundred
twenty (120) days after the close of the Universitys fiscal year. The report shall
contain all the information required by Section 6321(a) of the Corporations Code and
shall be accompanied by any report thereon of independent accountants, or if there
is no such report, the certificate of an authorized officer of the University that
such statements were prepared without audit from the books and records of the
University.
Annual Statement of Certain
Transactions and Indemnifications
Section 11.03 The University shall furnish annually to its Directors
a statement of any transaction or indemnification described in Section 6322(d) and
(e) of the Corporations Code, if such transaction or indemnification took place.
Such annual statement shall be affixed to and sent with the annual report described
in Section11.02 of these Bylaws.
Corporate Seal
Section
11.04 The Board shall adopt a corporate seal. The Secretary of the
University shall have the custody of the seal and affix it in all appropriate cases
to all corporate documents. Failure to affix the seal shall not, however, affect
the validity of any instrument.
Fiscal
Year of the University
Section 11.05
The fiscal year of the University shall begin on JULY 1 and end on JUNE 30 in
each year.
Amendment of
Bylaws
Section 11.06 Subject to
any provision of law applicable to the amendment of Bylaws of public benefit
nonprofit corporations, the Bylaws, or any of them, may be altered, amended, or
repealed and new Bylaws adopted as follows:
(a)
These Bylaws may be amended or repealed or new Bylaws adopted by the Board on the
written consent of all of the Directors then in office or by a vote of a
three-fourths majority of The Board present at a meeting of the Board duly held. A
copy of each proposal to adopt, amend, or repeal a Bylaw shall be mailed to each
member of the Board at least ten days prior to its adoption. A simple majority of
the Board then in office may waive the Bylaw amendment-mailing requirement and in
any event the action taken need not be identical in form or effect to the
proposal.
(b) Section 11.06(a) is subject to
the power of Directors, if any, to change or repeal these Bylaws under Section 5150
of the Corporations Code.
Amendment of
Articles of Incorporation
Amendment of Articles Before Admission of Directors
Section 11.07(a) Before any directors have been
admitted to the Corporation, any amendment of the Articles of Incorporation may be
adopted by approval of the Incorporator.
Amendment of Articles After Admission of Directors
Section 11.07(b) After Directors have been
admitted to the Corporation, amendment of the Articles of Incorporation may be
adopted by the unanimous approval of The Board of this Corporation.
Certain Amendments
Section 11.07(c) Notwithstanding the above
Sections of the Article, this University shall not amend its Articles of
Incorporation to alter any statement which appears in the original Articles of
Incorporation and of the names and addresses of the first Directors of this
University nor the name and address of its initial agent, except to correct an error
in such statement or to delete either statement after the University has filed a
Statement by a Domestic Non-Profit Corporation pursuant to Section 6210 if the
California Nonprofit Corporation Law.