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  Cornell University

The University Faculty

Office of the Dean

Article II. The Board of Trustees

1. Powers

Subject to the Charter of the University and the laws of the State, the Board of Trustees shall have supreme control over the University, including every college, school, and academic department, division and center thereof.

The Board shall adopt an annual plan of financial operation for the entire University, upon recommendation of the Executive Committee and the Board of Overseers.

The Board of Trustees reserves to itself all corporate powers not delegated to officers or subordinate bodies within the University pursuant to these Bylaws or other action of the Board, or those incidental powers reasonably necessary to the implementation of the powers so delegated.

In the exercise of its plenary authority the Board of Trustees (or the Executive Committee acting in the Board’s stead pursuant to Article III, Section 2 of these Bylaws) may determine to consider and act directly and exclusively on any matter that has been or may be delegated to a Board committee or to the Board of Overseers.

2. Membership and Tenure

(a) Membership

As provided in the University’s Charter, the Board of Trustees is composed of sixty-four members, as follows:

(1) Four ex officio trustees: The Governor of the State of New York, the  Temporary  President  of  the  Senate,  the  Speaker  of  the  Assembly  and the President of the University shall be ex officio trustees during their respective terms of office.

(2) One life trustee: The eldest lineal descendent of Ezra Cornell shall be a trustee for his or her life.

(3) Three appointed trustees: The Governor shall appoint, subject to confirmation by the Senate, three trustees for terms of three years each, one being appointed each year.

(4) Fifty-six Board trustees: The fifty-six Board trustees specified in the University Charter shall be selected in the manner and for the terms that follow:

(a) Forty-three trustees-at-large shall be elected by the Board of Trustees for staggered terms of four years each, at least ten being elected each year. Such trustees-at-large at all times shall include at least two trustees from each of  the fields of agriculture, business and labor in New York State.

(b) Eight trustees shall be elected from among and by the alumni of the University for staggered terms of four years each, at least two being elected each year.

(c) Two trustees shall be elected from among and by the faculty of the University at Ithaca and Geneva for terms of four years each, at least one being elected every second year.

(d) Two trustees shall be elected from among and by the membership of the University’s student body at Ithaca for terms of two years each,  one being elected each year.

(e) One trustee shall be elected from among and by the nonacademic staff and employees of the University at Ithaca and Geneva for a term of four years.

(b) Terms

The regular term of all Board trustees shall commence on July 1. Such trustees shall hold office until the expiration of the term for which each is appointed or elected and until the successor of each has been appointed or elected and qualified. The terms of ex officio trustees shall commence upon their qualification for office.

The term of any trustee elected from among the faculty, the student body or employees of the University shall vacate such office on the termination of his or her status as a member of the category from which elected. Any trustee elected by the alumni who has served a full four-year term shall be ineligible for reelection to such category for the period of one year. The minimum age for membership on the Board of Trustees shall be eighteen years

(c) Vacancies

A vacancy in the membership of the Board caused by resignation, death or otherwise than by expiration of term may be filled for the balance of the unexpired term in the same manner as a vacancy caused by normal expiration of term. A mid-term vacancy among any of the two student trustees prescribed by Section 2.a.(4)(d) of this Article also may be filled by action of the Board of Trustees.

(d) Holdovers

Each trustee shall hold office until the expiration of the term for which the individual is elected or appointed, and until a successor has been elected or appointed, unless the incumbent’s term of office is terminated at an earlier date by operation of these Bylaws or by action of the Board of Trustees.

 

3. Nomination and Election of Trustees by the Board

(a) Nomination of Trustees at Large

Notice of existing vacancies and forthcoming vacancies due to expiration of term among trustees-at-large shall be sent to each trustee by the Secretary of the Board at least thirty days before the last regular meeting in each fiscal year. Similar notice of existing vacancies, if any, shall be sent to each trustee at least thirty days prior to every other regular meeting throughout the year.

The Committee on Board Composition and Governance shall nominate at least one candidate for each vacancy to be filled. Any individual trustee may nominate one candidate for each vacancy. All nominations must be filed with the Office of the Secretary in writing or by telegraph so as to arrive in that office not less than twenty days before the meeting at which the election is to be held.

In formulating its nomination of one or more candidates to fill a vacancy among the two trustees-at-large from each of the three fields of agriculture, business and labor in New York State, the Committee on Board Composition and Governance shall use the following procedure:

(1) For a vacancy among the trustees from the field of agriculture, the Committee shall consult with the leadership of principal agricultural organizations in the state.

(2) For a vacancy among the trustees from the field of business, the Committee shall consult with the leadership of principal business and industry organizations in the state.

(3) For a vacancy among the trustees from the field of labor, the Committee shall consult with the leadership of principal labor organizations in the state.

(b) Election

Election of trustees by the Board shall be by ballot containing the names of all persons nominated, duly had at a regular meeting of the Board. Written notice of such proposed election, together with the names of all nominees, shall be sent to all trustees at least ten days before such meeting. The concurring vote of a majority of  the entire Board shall be necessary to elect.

4. Election of Trustees by the Alumni

The nomination and election of trustees by the alumni shall be conducted in accordance with regulations adopted by the Board of Trustees from time to time. Such regulations shall define the alumni of the University for the purposes of such nomination and election

5. Election of Trustees by Other Constituencies

The election of trustees by any faculty, student or employee constituency shall be conducted in accordance with election regulations adopted by the Board of Trustees from time to time. For  the purposes of such elections (i) the voting membership of the University Faculty shall be as defined in the first paragraph of Article XIII, Section 1., of these Bylaws; (ii) the student body of the University at Ithaca shall consist of those persons registered as students in  one of the academic divisions of the University at Ithaca and possessing a currently  valid
student identification card indicating such registration; and (iii) the employees of the University shall consist of those persons employed at Ithaca and Geneva (including both nonacademic and nonprofessorial academic employees) who are not members of the University Faculty as defined in Article XIII of these Bylaws and who are not students as defined in (ii) above.

6. Officers of the Board of Trustees

(a) Chairperson

There shall be a Chairperson of the Board of Trustees, whom the Board shall elect by ballot from its membership for a term of three years or for the remainder of the individual’s term as trustee, whichever is shorter. The Chairperson shall exercise the usual functions of a presiding officer.

(b) Vice Chairperson

There may be one or more Vice Chairpersons of the Board elected by ballot by the Board from its membership. A Vice Chairperson shall be nominated by the Committee on Board Composition and Governance and shall be elected for a term of one year unless another term is designated at the time of election. A Vice Chairperson shall perform such duties as the Board may prescribe from time to time.

(c) Secretary

The Secretary of the Corporation shall be the ex  officio Secretary of the Board. The Secretary shall keep a record of the proceedings of  the Board and shall send a copy thereof to each member of the Board. The Secretary shall, under the general direction of the President, perform such other duties as the Board may assign from time to time.

7. Meetings

There shall be four regular meetings of the Board of Trustees each year, to be held at times and places which shall be fixed by the Board or by the Executive committee. Written notice of the time and place of regular meetings shall be given by the Secretary to each member of the Board at least fifteen days in advance of the date fixed.

Special meetings of the Board may be called by the Chairperson, by the President, or by the Executive Committee, and shall be called by the Secretary upon the written request of eleven trustees. In the case of a special meeting, notice of the time, place and purpose of the meeting shall be given by the Secretary to each member of the Board, by written notice mailed not later than one week prior to the day fixed for such meeting, or by oral, telephonic or telegraphic communication transmitted not later than forty-eight hours in advance of the time fixed for such meeting.

Notice of any meeting of the Board need not be given to any trustee who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting prior thereto or at the commencement thereof the lack of notice.

Except as otherwise provided by law or these Bylaws, the vote of a majority of the trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Board meetings may be held by means of conference telephone or similar communications equipment which allows all members participating in the meeting to  hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

8. Quorum

For the transaction of all business, except as otherwise expressly provided, thirty members of the Board of Trustees shall constitute a quorum.

9. Trustees Emeritus

The Executive Committee, upon nomination by the Committee on Board Composition and Governance, may elect one or more persons to the honorary position of Trustee Emeritus at any meeting. The concurring vote of a majority of those present and voting shall be necessary to elect.

The term of office for a Trustee Emeritus shall be for life. Trustees Emeritus may attend meetings of the Board, but shall not be members of the Board, and shall not have the right to vote or to hold elective office on the Board. Trustees Emeritus may attend meetings of any committee upon invitation of the chairperson thereof.

Last Updated: July 13, 2017 at 6:33 am