Adopted May 14, 2022
The Trustees of Willamette University (“university”) accept the legal and moral responsibility for the exercise of all corporate powers of the university. The Board of Trustees of the university (the “Board”) will set policy, generally oversee the affairs of the university, and be responsible for the stewardship and development of the university’s resources. The Board delegates the authority to implement established policy to the administrative and professional staff of the university.
Trustee leadership is indispensable in the continuing effort to obtain the personal commitment and financial support necessary to achieve the university's objectives. The Trustees, individually and collectively, accept a participatory responsibility, in addition to their policy formulation and governance functions.
Responsibilities of the Board needing special recognition are:
Select and appoint the President of the university (the “President”). Define the position of the President in a formal job description and evaluate, with regularity, the role and performance of the President.
Develop a statement of the goals and the purposes of the university.
Lead in building public trust in the university by serving as liaison between the university and the public.
Help achieve a high level of mutual respect and cooperation between the various constituencies of the university (students, faculty, administrators, alumni, staff, etc.).
Develop and execute a plan for evaluating the performance of the Board, the performance of the Trustees, and the effect of its policies.
Each Trustee has specific responsibilities in helping to create an understanding of the university's special mission, value and accomplishments. Each Trustee must:
Become familiar with the goals and purposes of the university and assist in maintaining them. Be personally involved in drawing others into the university's mission.
Be actively involved in policy decision-making and in understanding educational developments, goals and achievements.
Provide leadership in giving funds and/or service to the university.
Help secure goodwill and financial resources to sustain and advance the university.
1. BOARD OF TRUSTEES
1.1. Powers. The Board exercises all corporate powers of the university, including the responsibility for establishing basic policies, generally overseeing the affairs of the university, and for the stewardship of its resources.
1.2. Meetings. The Board meets at least three times each year. The annual meeting of the Board will be held in May in Oregon. Either the President or the Chair of the Board (the “Chair”) may determine the location of the fall and winter meetings of the Board.
1.3. Quorum. One-third of the total number of Trustees constitutes a quorum. Trustees may not vote by proxy.
1.4. Call for Meeting. Meetings of the Board may be called by either the President or the Chair. If seven Trustees present a written request to the Chair stating their objectives, the Chair must call a meeting of the Board. If the Chair is absent, disabled, or fails to act, the Vice Chair must call a meeting of the Board. If the Vice Chair is absent, disabled, or fails to act, the Secretary must call the meeting of the Board.
1.5. Notice of Meeting. Notice of the location, day, and hour of a meeting of the Board must be given not less than 24 hours before the meeting.
1.6. Voting; Action of Board. Unless a different proportion is required by the Oregon Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the Trustees present and voting is the act of the Board if a quorum is present when a vote is taken. A Trustee is considered present regardless of whether the Trustee votes or abstains from voting.
1.7. Nominations. Elected Trustees are nominated by the Trusteeship Committee, then elected by the Board. Other nominations may be made by a nominating petition signed by at least ten Trustees and filed with the Secretary not less than 24 hours before the meeting. Nominations from the floor are not permitted.
1.7.1. Alumni Association Appointed Trustee. The Board of Directors of the Willamette University Alumni Association (WUAA) may appoint a Trustee from the Board of Directors of the WUAA. The Trustee appointed by the Board of Directors of the WUAA serves at the pleasure of the WUAA Board of Directors but for no more than three consecutive years, and is otherwise subject to the same limitations and privileges as other Trustees. The Trustee appointed by the Board of Directors of the WUAA is not eligible for nomination to an elected Trustee position until one year after serving as the Trustee appointed by the Board of Directors of the WUAA.
1.7.2. United Methodist Church Appointed Trustee. In recognition of the long standing relationship between the university and the United Methodist Church (UMC), there will be three representatives of the regional conference on the Board of Trustees: the Bishop responsible for the Oregon-Idaho Conference, who has the right to attend any meeting of the Board, including executive sessions, and the right to participate in all discussions, but without the right to vote or make motions; plus a clergyperson and a lay representative who are nominated by the Bishop in consultation with the Trusteeship Committee, and elected by the Board to three-year terms, which are renewable upon recommendation of the Bishop in consultation with the Trusteeship Committee. The UMC clergyperson and lay representative to the Board are afforded the same rights, privileges, limitations and expectations as other Trustees, including the right to vote and make motions.
1.7.3. President. The President is a Trustee.
1.8. Faculty and Student Representatives. One faculty and one student representative from each of the university’s schools and colleges may attend meetings of the Board, other than executive sessions, with the right to participate in all discussions and to submit matters for consideration, but without the right to vote or make motions. The representatives of the faculty are to be selected by the faculty of each school or college. The representatives of the students are to be selected by the recognized student government organization of each school or college. The student representative from any school or college without a recognized student governance organization will be selected by the dean of the school or college.
1.9. No Compensation. Trustees serve without compensation.
1.10. Removal. Any elected Trustee may be removed with or without cause by the affirmative vote of two-thirds of the Trustees.
1.11. Term Limits. Except as otherwise specified herein, the regular term of office of a trustee shall be for three years with the first day of service being measured from the beginning of the fiscal year following election to the board. A trustee who has served five three-year terms shall not be eligible for consideration for re-election.
1.12. Life Trustee Emeritus/a. A Trustee may be elected Life Trustee Emeritus/a by a vote of the Board upon completion of four terms as Trustee, or in special cases by vote of the Board. Election as Life Trustee Emeritus/a may also be based on distinguished service. Life Trustees Emeritus/a serve at their option and enjoy all privileges of Trusteeship except they may not vote, make motions, or be assigned to standing committees except at the request of the Chair or the President.
2.1 Officers. The officers of the university are: Chair, Vice Chair, Secretary, Assistant Secretary, Administrative Secretary, Treasurer, and such other officers as the Board may from time to time determine. Officers are elected annually.
2.1.1. Chair. The Chair of the Board shall preside at all Board and Executive Committee meetings and shall serve as an ex officio member of all other standing committees of the Board. The Chair shall perform such other duties and functions as specified in the bylaws or delegated by the Board.
2.1.2. Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence of the Chair. The Vice Chair shall Chair the Trusteeship Committee and shall have other such duties and responsibilities as may be assigned by the Chair.
2.1.3. Secretary. The Secretary countersigns all legal documents and certifies the accuracy and validity of all resolutions and other formal acts of the Board except as may be otherwise provided for by general or special resolution of the Board and performs such other duties as may be required by the Chair.
2.1.4. Assistant Secretary. The Assistant Secretary performs all the duties of the Secretary in the absence of the Secretary and performs such other duties as may be required by the Chair.
2.1.5. Administrative Secretary. The Administrative Secretary need not be a Trustee. The Administrative Secretary acts as recording secretary of the Board; serves as staff liaison to the Executive Committee; assures that notices are duly given as required by the Oregon Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws. The Administrative Secretary will have such other duties and powers as may be prescribed from time to time by the Board, the Chair, or the President.
2.1.6. Treasurer. The Treasurer may also hold the position equivalent to Sr. Vice President for Finance and Administration. The Treasurer need not be a Trustee but has the privilege of voting on Executive Committee matters. The Treasurer has general supervision of the university finances; causes regular books of account to be kept and audited; prepares and presents budgets and financial reports; and will have such other duties and powers as may be prescribed from time to time by the Board, the Chair, or the President.
3. COMMITTEES OF THE BOARD
3.1. Executive Committee. The Executive Committee serves as an interim Board between regular Board meetings, with the authority to conduct university business as necessary on the Board’s behalf, with the following exceptions: the Executive Committee may not authorize distributions; approve or recommend dissolution, merger or the sale, pledge or transfer of all or substantially all of the university’s assets; elect, appoint or remove Trustees; fill vacancies on the Board or on any of its committees; or adopt, amend or repeal the Articles of Incorporation or the Bylaws.
3.1.1. Composition. The Executive Committee is composed as follows: Chair, Vice Chair, Secretary, Treasurer, President, and the chairs of standing committees, as well as up to three at-large members. The at-large members shall serve no more than three one-year terms on the Executive Committee. The Trusteeship Committee shall furnish to the Board the names of nominees for at large members, if any, prior to a meeting of the Board.
3.1.2. Chair of the Executive Committee; Quorum. The Chair serves as chair of the Executive Committee. A majority of the members of the Executive Committee constitutes a quorum. The Executive Committee meets at the call of the Chair, the President or upon the written request of any member of the Executive Committee. The Executive Committee must report all actions taken or completed by the Executive Committee at the next meeting of the Board.
3.1.3. Banking Authority. Upon recommendation of the Finance and Infrastructure Committee, or any successor committee charged by the board to oversee financial affairs, the Executive Committee may, by appropriate resolution, designate certain officers of the university whose signatures, or facsimiles thereof, will authorize payment by banks having accounts maintained in the name of the university or special fund committees.
3.2. Audit, Risk and Compliance Committee. The Audit, Risk, and Compliance Committee assists in fulfilling the Board’s oversight responsibilities for the university’s financial reporting process; systems of internal control; audit process and auditors; process for monitoring compliance with laws and regulations and codes of conduct; and risk management. The committee serves as the focal point of open communication between the Board, the independent auditor, and management.
3.2.1. Composition. The committee will consist of a minimum of three Trustees, no more than one of whom serves on the Finance and Infrastructure Committee or any successor committee charged by the board to oversee financial affairs. Except for the President, who serves ex officio, no member of the committee may, in the current fiscal year or in the previous fiscal year, have been associated in the capacity of employee of the university, or have directly or indirectly received compensation as a result of a transaction with the university. No member of the committee may accept, either directly or indirectly, any consulting, advisory, or other compensatory fee from the university. The Chair of the Board designates the chair and membership of the committee in consultation with the president, the chair of the Trusteeship Committee, and the Treasurer. All members of the Audit, Risk, and Compliance Committee must be knowledgeable about financial matters. At least one member must have accounting or related financial management experience.
3.2.2. Meetings. The committee may meet in connection with any regularly scheduled meetings of the Board meeting or otherwise at the call of the chair as necessary. Trustees who are not members of the committee may not attend its meetings except as invited by the committee chair for consultation.
3.2.3. Quorum. A majority of the committee members present constitutes a quorum for the purposes of transacting business at any meeting. The committee may meet without its ex-officio members at the request of the chair of the committee.
3.2.4. Roles and Responsibilities. The committee is responsible to:
Direct the appointment, retention and oversight of the auditors;
Work with the auditor preparing or issuing an audit or any related work (including resolution of disagreements between management and the auditor regarding financial reporting), and the auditor will report directly to the committee;
Review the auditor’s qualifications, independence and performance;
Review the scope, approach and cost of the audit;
Pre-approve all non-audit services to be provided by the university’s auditor; Review significant accounting and reporting developments and issues;
Review and accept the annual financial statements as audited;
Review any management letter received from the auditors and management’s response to it;
Engage independent counsel and other advisors, as necessary to carry out duties;
Periodically review internal controls, as well as management’s handling of major financial and enterprise risk exposures;
Review with the auditor any audit problems or difficulties and management's response;
Inform the Board in a timely manner of any significant irregularities or issues; Attend to such other matters as the Board may from time to time determine; and
Ensure minutes and other records of the committee’s work are maintained and reported regularly (at least annually) to the Board.
3.3. Standing Committees. The Board of Trustees may establish such committees as necessary to conduct university business and approve charters for such committees. Committee membership is determined by the Chair in consultation with the President, the Trusteeship Committee and others as indicated in these Bylaws. All standing committees must be chaired by a Trustee.
3.4. Trusteeship Committee. The Trusteeship Committee is a standing subcommittee of the Executive Committee.
3.5. Committee Charters. The Trusteeship Committee must maintain a charter for each standing committee that articulates and governs the roles and responsibilities of the standing committee. Revisions to a committee’s charter must be reviewed by the Trusteeship Committee, approved by the Executive Committee, and reported at the next Board meeting. Minor edits and corrections to committee charters may be made by the Trusteeship Committee but must be reported at the next Board meeting.
3.6. Other Committees. The Chair may establish such other committees, subcommittees, and task forces as necessary to facilitate the work of the Board. Special, ad hoc, or limited-duration committees or task forces do not require committee charters.
3.7. Chair and President. The Chair and the President are ex-officio members of all committees with the right to vote and make motions and count towards a quorum.
3.8. Non-Trustees on Committees. Although non-Trustees may be invited to attend committee meetings at the discretion of the President, Chair or committee chair, or as otherwise provided in a committee’s charter, non-Trustees may not vote, make motions or attend executive sessions and do not count towards a quorum.
4. THE PRESIDENT, OFFICERS AND FACULTY
4.1. President. The President is elected by and serves at the pleasure of the Board.
4.1.1. Executive Duties. The President is the executive head of the university, including the College of Arts and Sciences, the Atkinson Graduate School of Management, the College of Law, Pacific Northwest College of Art, and any such other colleges or schools as may be established by the Board. Except as otherwise provided in these Bylaws, the members of the faculty, the deans, and the vice presidents are appointed by the President. The President has authority, within the limitations of the budget and university policy, to create and fill any administrative or academic positions the President deems necessary or convenient for the effective functioning of the university. Unless otherwise ordered by the Board, the President from time to time may authorize or direct any officer, agent, or employee of the university to perform any of the duties or exercise any of the powers of the President. The President may authorize, make, and enter into on behalf of the university all contracts, agreements and
instruments which, in the President’s judgment, are necessary or convenient in carrying out the ordinary course of the university's affairs, or which are
authorized by the Chair.
4.1.2. Board Duties. The President reports to the Board at its annual meeting and makes recommendations from time to time regarding the growth, promotion, and development of the university. The President reports to the Board for its review the appointment of officers, deans, and faculty of the university. The President is responsible for the successful implementation of the policies adopted by the Board.
4.2. Vice Presidents and Deans. The vice presidents and the deans of the schools and colleges will report in writing to the President annually or whenever requested, and may make such recommendations to the President as they may deem to be in the best interests of the university.
4.3. Faculty. The Faculties of the respective schools and colleges consist of the President, the dean, and all full-time regularly-appointed faculty members with the academic rank of Instructor or above. The faculty of a committee of studies consists of members of the Faculties of two or more schools or colleges, as appointed by the President. The faculty of the university includes all members of the respective school and college Faculties.
4.4. Faculty Chair. The President serves as ex-officio chair of the faculty and as a member of all faculty committees with power to vote or make motions. The President may delegate to any university administrator the authority to meet with the faculty, take part in deliberations, and have the privilege of voting.
4.5. Tenure. Faculty tenure may be granted only by the Board and only upon recommendation of the President after appropriate consultation with the Dean and faculty of the particular school or college and in accordance with the personnel policies and procedures for each school or college.
4.6. Academic Policies. In accordance with general policies adopted by the Board, and subject to the approval of the dean and the President, the respective Faculties of the schools, colleges and committee of studies have the responsibility to formulate and adopt for their respective internal operation:
Faculty personnel policies and procedures;
Academic standards and policies for the admission, retention, and graduation of students;
Academic policies and programs necessary to achieve the educational aims of the university;
Curricula and methods of instruction necessary to implement academic policies and programs;
General policy and regulations for the conduct of intercollegiate athletics and other formalized intercollegiate activities; and
Faculty governance structures and procedures.
4.7. Suspension. The officers of the university, the deans, and members of the Faculties of the university’s schools and colleges may be suspended by the President for violation of any contract of employment, insubordination, or conduct detrimental to the welfare and best interests of the university.
5.1 . Admission. Students are admitted to the university as candidates for degrees only after they have satisfied the entrance requirements of the respective school or college in which they enroll.
5.2. Registration, Tuition, and Fees. No person will be regarded as a student or admitted to class until formal registration has been completed, including the payment of tuition and fees.
5.3. Dismissal. A student may be dismissed at any time for failure to maintain required academic standards or for conduct not in keeping with the interests, purposes and ideals of the university.
5.4. Grades and Transcripts. Semester grade reports and transcripts of credits may not be issued for any student whose financial obligations to the university have not been satisfied.
6.1. Conferring Degrees. The university confers degrees on candidates recommended by the President and Faculties of the university and approved by the Board or the Executive Committee. On an annual basis, the Board may delegate its authority to review and approve degrees to a subcommittee convened by the Chair for this purpose.
6.2. Degrees. The course of study to be required for degrees will be prescribed by the faculty subject to approval by the dean, the President and the Board.
6.3. New Degrees. Any new degree or certificate program where academic credit may be earned must be approved and conferred by the Board.
6.4. Honorary Degrees. Honorary degrees may be conferred only upon persons approved by the Board or the Executive Committee.
7. SPECIAL GIFTS AND FUNDS
7.1. Acceptance of Special Gifts and Funds. The Board may accept special gifts and funds to be administered by special committees. Membership in such special committees must include adequate representation of the Board.
7.2. Reporting. Such special committees must make annual reports to the Board of the results of the administration of the special funds.
8.1. Records. The position equivalent to the Sr.Vice President for Finance and Administration must maintain adequate records from which the financial status of the university may be readily determined. These records must conform to currently-accepted practices and procedures of college and university accounting.
8.2. Accounting for Funds. All monies and property received by the university will be accounted for by the position equivalent to the Sr. Vice President for Finance and Administration or by the chair of the committee having responsibility for the administration of the special fund. The chair of the committee for the administration of a special fund may delegate to an officer of the university the duty and responsibility of accounting for monies and property received by the committee.
8.3. Audit. All books of account of the university and of committees administering special funds must be audited annually by a certified public accountant approved by the Audit Risk, and Compliance Committee. Reports of the audits shall be presented directly to the Audit, Risk, and Compliance Committee, and the final audit report must be shared annually with the Board as soon as practicable after the completion of the audits.
9.1. Indemnification Required. To the fullest extent permitted by the Oregon Nonprofit Corporation Act, the university must indemnify any person who has been made, or is threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including any action, suit or proceeding by or in the right of the university) by reason of the fact that the person is or was a Trustee, director, officer, employee, or agent of the university, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the university, or serves or served at the request of the university as a director, or an officer, or as a fiduciary of an employee benefit plan, of another association, corporation, partnership, joint venture, limited liability company, trust or other enterprise. The right to and the amount of indemnification will be determined in accordance with the provisions of the Oregon Nonprofit Corporation Act in effect at the time of the determination.
9.2. Indemnification for Expenses. To the fullest extent permitted by the Oregon Nonprofit Corporation Act, the university must pay for or reimburse any and all reasonable expenses incurred by a Trustee, director, officer, employee, agent, or fiduciary of the university who is a party to a proceeding in advance of the final disposition of the proceeding.
9.3. Effect of Termination of Action. For purposes of determining the right to any indemnification under this Section, the termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person acted in bad faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the university, and with respect to any criminal action or proceedings, had reasonable cause to believe that the person’s conduct was unlawful.
9.4. Nonexclusivity. The right to indemnification and to the payment or reimbursement of expenses with regard to a proceeding referred to in this Section is not exclusive of any other rights to which any person may be entitled or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, action by the Board, or otherwise, and continues as to any person who has ceased to be a Trustee, director, officer, employee, agent or fiduciary of the university, and will inure to the benefit of the heirs, executors and administrators of such person.
10.1. Notices in Writing. All notices required by these Bylaws must be in writing unless otherwise expressly permitted.
10.2. Notices to the University. Notices to the university or to the Board must be delivered to the President, the Chair, or as the Board may otherwise designate.
10.3. Notices to Trustees. Notices to Trustees will be deemed adequate if sent by US Postal Service. The notice will be deemed delivered when deposited in the mail, with postage fully prepaid thereon, addressed to the Trustee’s most recent address as it appears on the records of the university.
10.4. Notices by Electronic Transmission. Any notice required by these Bylaws may be given by electronic transmission, such as email, if the party receiving notice has consented to notice by electronic transmission, the consent has not been revoked, and no indication of inability to deliver the notice by electronic transmission becomes known to notifying party. Notice will be deemed delivered when transmitted.
10.5. Notices by Other Methods. Notice by any method other than US Postal Service or electronic transmission will be deemed delivered when received.
10.6. Waiver of Notice. Whenever any notice to a Trustee is required by the Oregon Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, a waiver of notice in writing signed at any time by the person entitled to notice will be equivalent to the giving of notice. Attendance at a meeting constitutes waiver of any defect in the time, content, and delivery of notice of such meeting except where a Trustee attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
10.7. Use of Communications Equipment. The Board or any committee may permit any or all Trustees or members to participate in a meeting by, or conduct the meeting of the Board or committee through, use of any means of communication by which all persons participating may simultaneously hear each other during the meeting. A person participating in a meeting by this means is deemed to be present in person at the meeting.
11.1. Process for Amendments. These Bylaws may be amended at any meeting of the Board called for that purpose, providing that the proposed amendment or amendments are first presented at a meeting held at least thirty days prior to the date for final action. The proposed amendments may, however, be modified at the meeting of the Board at which final action on the amendments is taken.
11.2. Supermajority Required. Modification of these Bylaws requires an affirmative vote of two-thirds of the Trustees present.
11.3. Previous Bylaws. These Bylaws supersede and take the place of any and all former Bylaws that have been adopted.