University Bylaws

Preamble

Emory University has its roots in the founding of Emory College by the Georgia Conference of the Methodist Episcopal Church in 1836 and maintains a historical affiliation with that denomination's descendant, the United Methodist Church.

Trustees

1. Function. The business and affairs of Emory University (the “University”) will be managed under the direction of the Board of Trustees (the “Board”).
2. Number, Election, and Terms. The board shall consist of a maximum of 45 members who shall be elected to serve one six-year term and shall then be eligible for additional four-year renewable terms or until their successors are elected and confirmed. The president of the university shall serve as a voting ex officio member of the board. No person may serve as a voting trustee beyond the first annual meeting of the board after attaining the age of 70. In unusual circumstances, the board may, in its sole discretion, extend a trustee’s term beyond the trustee’s attainment of age 70, but not beyond the trustee’s attainment of age 72.
3. Vacancies and Newly Created Trusteeships. Newly created trusteeships resulting from any increase in the authorized number of trustees and any vacancies on the board resulting from death, resignation, disqualification, removal, or other cause may be filled only by the affirmative vote of a majority of the remaining trustees then in office, or by a sole remaining trustee. Any trustee elected in accordance with the preceding sentence will hold office for the remainder of the full term and until such trustee is elected for an additional renewable term or such trustee’s successor is elected and confirmed. No decrease in the authorized number of trustees shall shorten the term of any incumbent trustee. Trustees must be confirmed by the Southeastern Jurisdictional Conference of the United Methodist Church, or by some agency designated by it. The Southeastern Jurisdictional Conference of the United Methodist Church shall also have power to remove, for cause, any member of the board, after giving said member opportunity to be heard.
4. Resignation. Any trustee may resign at any time upon notice given in writing or by electronic transmission to the chair of the board (the “chair”) or the secretary of the university. Any resignation is effective when the resignation is delivered to the chair or the secretary of the university unless the resignation specifies a later effective date or an effective date that is contingent upon the occurrence or non-occurrence of one or more specified events.
5. Annual and Regular Meetings. The annual meetings of the board shall be held at such time and place as may be designated by the Executive Committee. The Executive Committee shall also have the right to change the date of the annual meeting, as the Executive Committee may see fit. Regular meetings of the board shall be held at such time and place as may be designated by the Executive Committee.
6. Special Meetings. Special meetings of the board may be called by the chair if the chair judges it necessary or appropriate. The chair shall also call a special meeting of the board on the written request of five members of the board. In the case of the chair’s absence or disability, or in the event of a vacancy in the office of the chair, the calling of special meetings shall be the duty of the vice chair. Special meetings of the board must be preceded by at least one day of notice to each trustee. The date, time, and place of any such special meeting shall be as specified in the notice of such meeting. Members of the board may participate in special meetings by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at such meeting.
7. Quorum. At all meetings of the board, a majority of the trustees then in office will constitute a quorum for the transaction of business. Except for action to be taken by committees of the board as provided in bylaw 13, and except for actions required by these bylaws or the articles of incorporation to be taken by a majority of the whole board, the act of a majority of the trustees present at any meeting at which there is a quorum will be the act of the board. If a quorum is not present at any meeting of the board, the trustees present thereat may adjourn the meeting from time to time to another place, time, or date, without notice other than announcement at the meeting, until a quorum is present.
8. Participation in Meetings by Remote Communications. Members of any committee designated by the board may participate in a meeting of any such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.
9. Action Without a Meeting. Action may be taken by the board or any of its committees without a meeting if a majority of the board or committee, as applicable, evidences such action by written consents in compliance with Section 14-3-821(b) of the Georgia Nonprofit Corporation Code. If such an action is taken pursuant to this bylaw, it shall not be effective until ten (10) days after the receipt of the required number of written consents, unless such written consents are sought by the secretary of the university or at the direction of the board, in which case such an action shall be effective immediately upon receipt of the required number of written consents.
10. Chair of the Board. The board, by a majority vote of the whole board, shall elect a chair from among the members of the board. The chair shall be elected by the board to serve for an initial five-year term, followed by one additional term of no more than five years. In unusual circumstances, the board may, in its sole discretion, extend the chair's second term, but not beyond one year. The chair will not be considered an officer of the university in his or her capacity as chair. The chair may be removed from the office of chair by a majority vote of the whole board at any time. The chair shall preside at all meetings of the board and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the board or as may be prescribed by these bylaws.
11. Vice Chair(s). One or more vice chair(s) shall be elected annually from among the members of the board by a majority vote of the whole board to serve at the pleasure of the board or until the completion of their eligibility to serve as trustee(s), whichever comes first. The vice chair will not be considered an officer of the university in his or her capacity as vice chair. The vice chair(s) shall perform such duties as are assigned by the board or the chair from time to time. If more than one vice chair is elected, the board shall designate one vice chair to perform the responsibilities of the chair in the event of the disability, or a vacancy in the office, of the chair. In the event of the chair’s temporary absence, the chair shall designate one vice chair to perform the responsibilities of the chair. The vice chair(s) may be removed from the office of vice chair by a majority vote of the whole board at any time.
12. Secretary of the Board. A secretary of the board shall be elected annually from among the members of the board by a majority vote of the whole board to serve at the pleasure of the board or until the completion of his or her eligibility to serve as a trustee, whichever comes first. The secretary will not be considered an officer of the university in his or her capacity as secretary. The secretary shall record and preserve the minutes of the meetings of the board and the minutes of the meetings of the Executive Committee. The secretary shall affix the seal and attest such documents as may be required for the transaction of the university’s business. The board may, if it desires, elect an assistant secretary, who need not be a member of the board, and who shall be empowered to exercise all the duties of the secretary in the absence of the secretary. The secretary and/or assistant secretary may be removed from office by a majority vote of the board at any time.
13. Committees.
    1. Executive Committee. An Executive Committee shall be created and the members thereof elected annually by the board. Between meetings of the board, the Executive Committee shall have and may exercise all powers of the board except for those powers Georgia law requires be exercised solely by the board itself. The members of the Executive Committee shall consist of the officers of the board and the chairs of all of the standing committees, as well as at-large members. There may be up to five at-large members, as long as the total membership of the Executive Committee does not exceed 20. At-large members shall serve no more than three one-year terms on the Executive Committee. The Governance, Trusteeship, and Nominations Committee shall furnish to the board the names of nominees for at-large members, if any, prior to a meeting of the board. Other nominations may be made from the floor. The board shall have the right at any annual meeting to increase or decrease the number of members of the Executive Committee. The Executive Committee shall have the power to elect its own officers.
    2. Standing and special committees.
    3. The board may designate one or more additional standing committees or special committees, each such committee to consist of one or more of the trustees, as may from time to time be required or appropriate to carry on the work of the university. The board may designate one or more trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each such committee shall act in accordance with a charter approved by the board. Any such committee, to the extent provided in a resolution of the board, its charter as approved by the board, or in these bylaws, will have and may exercise all the powers and authority of the board in the management of the business and affairs of the university, and may authorize the seal of the university to be affixed to all papers which may require it; except no such committee shall exercise those powers that Georgia law requires be exercised solely by the board. Unless the board provides otherwise, each committee designated by the board may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the board conducts its business. Any resolution of the board establishing or directing any committee of the board or establishing or amending the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these bylaws and, to the extent that there is any inconsistency between these bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.
14. Rules. The board may adopt rules and regulations for the conduct of meetings of the board and the oversight of the management of the affairs of the university.
15. Trustees Emeriti. The board may elect any current or former members of the board as trustees emeriti. A trustee emeritus/-a shall have an opportunity to attend and receive notices of all meetings of the board, but shall not be counted as a member of the board. The secretary of the university shall notify in writing persons who have become trustees emeriti.

Notices

16. Generally. Except as otherwise provided by law, these bylaws, or the articles of incorporation, whenever by law or under the provisions of the articles of incorporation or these bylaws notice is required to be given to any trustee, it will not be construed to require personal notice, but such notice may be given in writing, by mail or courier service, telephone, or, to the extent permitted by the Georgia Nonprofit Corporation Code, by electronic transmission, addressed to such trustee. For purposes of this bylaw 16, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
17. Waivers. Whenever any notice is required to be given by law or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing, signed by the person entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time of the event for which notice is to be given, and delivered to the university for inclusion in the minutes or filing with the corporate records, will be deemed equivalent to such notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the sole and express purpose of objecting at the beginning of the meeting (or promptly upon the person’s arrival), to the transaction of any business and does not thereafter vote for or assent to action taken at the meeting.

Officers of the University

18. Generally. The officers of the university will be elected annually by the board. Any number of offices may be held by the same person and any of the offices may be left vacant from time to time as the board may determine. In the case of the absence or disability of any officer of the university or for any other reason deemed sufficient by a majority of the board, the board may delegate the absent or disabled officer’s powers or duties to any other officer or to any trustee. The secretary of the university shall maintain a current list of officers at all times.
19. President. There shall be a president of the university who shall be elected by a majority of the whole board, to serve at the pleasure of the board. The president shall be the chief executive and administrative officer of the university, responsible to and reporting directly to the board; shall establish, with the approval of the board or its Executive Committee, such administrative offices and faculty positions as the president may deem necessary or appropriate for carrying on the work of the university; and shall nominate for approval by the board or its Executive Committee all officers of the university and all faculty members recommended for continuous appointment. The president shall have authority also to appoint such committees, boards, or councils from members of the administrative staff and faculty of the university as in his or her judgment may be necessary or appropriate.
    
    The president shall represent the university on public occasions and shall confer all properly authorized degrees. The president shall ensure the effective organization of the schools and colleges and meet regularly with the deans and their faculties to discuss matters pertaining to the academic programs. The president shall cause accurate reports of the fiscal and other affairs of the university to be prepared and submitted periodically to the board and to its committees.
    
    In case of the death or extended absence or disability of the president, the board or its Executive Committee shall as promptly as possible designate an acting president to serve until a president shall have been elected and shall have assumed office. On the death of the president, an acting president, although charged with performing the duties of the president, will not automatically succeed to the presidency.
20. Delegation of Authority. The board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding the provisions herein.
21. Voting Securities Owned by the University. Any instrument relating to securities owned by the university may be executed in the name of and on behalf of the university by any officer authorized to do so by the board. Any such officer may take all such action, which as the owner thereof, the university might have exercised and possessed if present. The board may, by resolution, from time to time confer like powers upon any other person or persons.
22. Compensation. The compensation of all trustees who are also officers and agents of the university and the officers of the university will be fixed by the board or by a committee of the board. The board may fix, or delegate the power to fix, the compensation of other officers and agents of the university to an officer of the university.
23. Succession. The officers of the university will hold office until their successors are elected and qualified or until such officer’s earlier death, resignation, or removal. Any officer may be removed at any time by the affirmative vote of a majority of the whole board. Any vacancy occurring in any office of the university may be filled by the board as provided in bylaw ­­­18.
24. Authority and Duties. Each of the officers of the university will have such authority and will perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the board.

Instruction

25. Faculty. Responsibility for the instructional programs of the university shall be vested in the university faculty under the direction of the president. The faculty shall include the president, the provost, academic deans, professors, associate professors, assistant professors, instructors, and persons of such other rank or title as the president may recommend.
    

    The faculty of any school or college of the university shall include all such officers as have responsibility for instruction in that school or college. A member of the university faculty may be a member of the faculty of more than one school or college.

    Subject to general university policy and regulations and to the powers vested in the president of the university and the Academic Review Committee, the faculty of any school or college shall have jurisdiction over the educational program and the internal affairs of that division, instruction, schedules, and degree requirements.
26. Deans. The dean of a school or college shall be appointed by a vote of the whole board upon recommendation of the president, who shall have conferred regarding such recommendation with the provost and, when applicable, the executive vice president for health affairs. The president also shall seek the advice of an appropriately appointed committee, which shall include members of the faculty of the school or college concerned, and shall inform the board of the views of that committee. The dean of a school or college shall have general responsibility for the direction of the work of his or her division and shall be responsible to the president for the administration thereof; shall exercise leadership in the development of educational policies and programs; shall preside at meetings of the faculty of his or her school or college except when the president chooses to preside; shall supervise the work and direct the discipline of his or her division and shall advise with the president in the formation of the faculty, the determination of curricula, and concerning all the interests of his or her division, including its relationships to other divisions of the university and to the interests of the university as a whole.
27. Faculty Appointments. Appointments to membership on the faculty, other than the president, provost, and academic deans, shall be of two kinds—limited and continuous. A limited appointment is one which is terminated at the close of a period of time specified in writing to the appointee. A continuous appointment is one which will not be terminated by the university except as specified in the principles approved and published by the board.
    
    Limited appointments shall be made by the dean of the academic unit primarily concerned and shall be reported annually to the provost and executive vice president for academic affairs.
    
    Continuous appointments shall be made by the board or its Executive Committee upon the recommendation of the president, who shall have conferred regarding such recommendation with the dean of the academic unit primarily concerned and the provost.
    
    The deans shall establish and communicate to their faculty the procedures for expressing faculty opinion in matters of individual appointment, promotion, and termination. The precise terms and conditions of each appointment shall be stated in writing, shall be in accordance with the principles approved and published by the board, and shall be in possession both of the university and the appointee before the appointment is final.

University Senate

28. Establishment of University Senate. There shall be a University Senate whose membership shall include: (a) ex officio and non-voting, the president, executive vice presidents, senior vice presidents, provost, senior vice provosts, and vice president and secretary of the university; (b) ex officio and voting, the president of the Student Government Association, the president of the Graduate Student Government Association, the president of the Student Government Association of Oxford College, and others as stated in the University Senate Bylaws, as approved by the board or its Executive Committee; and (c) an elected voting membership comprising representatives of the faculty, the student body, and specified activities of the university described by the University Senate Bylaws, as approved by the board or its Executive Committee.
    

    The University Senate shall have the power to adopt and to amend bylaws governing its composition, organization, and procedures. Such bylaws are subject to the approval of the board or its Executive Committee. Such bylaws shall provide for such standing and special committees as may be needed.

    The University Senate, subject to the powers vested in the president of the university and the board, may consider and make recommendations concerning any matter of general university interest, including representation on university-wide committees and task forces, as distinguished from those affecting a single school. Any change in existing policies or the establishment of new policies relating to matters of general university interest may be reviewed by the senate. It may consider and make recommendations on any matters referred to it by the president of the university, the board, or by its own members or constituencies. On its own initiative it may submit recommendations to the president on any matter affecting the interests of the university. It may make recommendations as to honorary degrees, as provided in bylaw 32.

    The decisions of the senate shall, with the concurrence of the president of the university, be deemed final unless or until the board or its Executive Committee shall take further action. In case of failure of the president of the university to concur in any decision of the senate, the issue shall be referred by a simple majority vote of the senate to an appropriate committee of the board or its Executive Committee, with provisions for representation of the senate before the reviewing body. The senate itself shall designate a member or members to represent it in case of such referral.
    
    There shall be a president of the University Senate (“senate”) who shall be elected annually by the membership of the senate from the elected faculty of the senate. In addition to serving as the presiding officer of the senate and performing such other duties as the bylaws of the University Senate may direct, the senate president will represent the senate at any meetings of the board and of its Executive Committee that the senate president may be requested to attend by the chair of the board and/or the chair of its Executive Committee.
29. Faculty Council. There shall be a university Faculty Council whose membership shall include the elected faculty members of the University Senate chosen in accordance with the bylaws of the University Senate, as approved by the board or its Executive Committee and eight additional members of the faculty appointed annually by the Faculty Council Executive Committee, in consultation with the president and provost, who shall serve as non-voting members. The senate president, senate president-elect, and immediate past senate president of the University Senate shall be members, ex officio, of the university Faculty Council and shall serve as its officers. The president of the university and provost shall also be non-voting members, ex officio, of the university Faculty Council, together with others as called for in the Faculty Council bylaws.
    
    The university Faculty Council shall have the power to adopt and to amend bylaws governing its organization and procedures, such bylaws to be subject to the approval of the board or its Executive Committee. The bylaws may provide for such standing and special committees as may be needed.
    
    The university Faculty Council, subject to the powers vested in the president of the university and/or the board, shall consider and make recommendations to the president of the university concerning the academic affairs of the university, as distinguished from those affecting a single school or division thereof, or upon any other matter referred to it by the president, the board, or its own members or constituencies.

Curricula and Degrees

30. Curricula. Courses of study in the university, including admission and degree requirements, shall be arranged by the deans and faculties of the several schools and colleges, with due consideration of interdivisional relationships; and when such courses have been approved by the president of the university after conference with the appropriate dean, they shall be published as the authorized curricula of the university.
31. Degrees in Course. Degrees in course, as authorized, shall be conferred upon students who have completed satisfactorily the courses of study prescribed for such degrees, who are recommended by the dean and faculty of the appropriate school or college, and who are approved for such degrees by the board or its Executive Committee.
32. Honorary Degrees. Honorary degrees may be conferred upon such persons as may, from time to time, be selected by a two-thirds vote of the whole board. The University Senate may, in accordance with procedure prescribed in its bylaws, make recommendations for honorary degrees to the board. Such recommendations from the senate must have the approval of the president of the university prior to being submitted to the board for vote. All members of the board shall be furnished with written statements of the qualifications of each nominee prior to any ballot being taken. Ballots on honorary degrees may be taken by mail or by voice vote at any meeting of the board.

The Seal of the University

33. The seal of Emory University shall consist of a scroll, in the upper margin of which shall be inscribed the word “Emory” and in the lower margin of which shall be inscribed the word “University.” In the center of the scroll shall appear the device of a herald’s trumpet and a Roman torch crossed at right angles against the background of another scroll crossing horizontally their point of intersection. On this scroll, in the left angle of intersection, shall appear the date “1836” and, in the right angle of intersection, shall appear the date “1915.” Within the scroll which surrounds this central device shall appear the words "Cor prudentis possidebit scientiam."

General

34. Tax Matters. No part of the net earnings of the university will inure to the benefit of, or be distributable to, any trustee, member of the administration, member of the faculty, or any other private person, except that the university will be authorized and empowered to pay reasonable compensation for services rendered to or on behalf of the university and to make payments and distributions in furtherance of the purposes set forth in the articles of incorporation. The university may not (i) devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; or (ii) directly or indirectly participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
35. Fiscal Year. The fiscal year of the university will end on August 31 of each calendar year or such other date as may be fixed from time to time by the board.
36. Reliance upon Books, Reports, and Records. Each trustee, each member of a committee designated by the board, and each officer of the university will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the university and upon such information, opinions, reports, or statements presented to the university by any of the university’s officers or employees, or committees of the board, or by any other person or entity as to matters the trustee, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the university.
37. Amendments. Except as otherwise provided by law or by the articles of incorporation or these bylaws, these bylaws or any of them may be amended in any respect or repealed at any time by a majority of the members of the whole board.
38. Conflicting Interest Transactions. Members of the board and of any committee of said board shall comply with Sections 14-3-860 through 14-3-865 of the Georgia Nonprofit Corporation Code respecting conflicting interest transactions. Administrative officials and employees of the university who are not trustees shall disclose any conflicting interest in any transaction involving the university and shall not use their personal influence in connection with, participate in, or act on the matter.
39. Indemnification. Without limiting the generality or effect of any contractual right to indemnification, the university will to the fullest extent permitted by the Georgia Nonprofit Corporation Code, Sections 14-3-850 et. seq. as amended from time to time, or successor provisions or by other applicable law, indemnify any trustee, officer, and employee of the university who is or was involved in any manner (including without limitation as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation any action, suit or proceeding by or in the right of the university to procure a judgment in its favor) by reason of the fact that such person is or was or had agreed to be a trustee, officer, or employee of the university (including the heirs, executors, administrators, or estate of such person), or anything done or not done by such person in any such capacity, against all out-of-pocket expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding. Such indemnification may include the right to receive payment of expenses as they are incurred by an indemnitee in connection with such proceeding, consistent with the provisions of the Georgia Nonprofit Corporation Code as then in effect. If at any time the university is deemed to be a private foundation (within the meaning of Section 509 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)) then, during such time, no payment will be made under this bylaw 39 if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) and 4945(d), respectively, of the Internal Revenue Code. The indemnification provided by these bylaws will not be exclusive of any other rights which such trustee, officer, employee, or agent may have under any other instrument, insurance policy, or agreement or by reason of any action or otherwise and will be applicable to proceedings commenced or continuing after the adoption of these bylaws, whether arising from acts or omissions occurring on or after such adoption.