Norwich University Bylaws
Article Five - The Officers
Section 1. The officers of the University Corporation shall be a President, Vice Presidents, a secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such persons with such titles as the Board of Trustees shall designate to hold offices of responsibility in administering the affairs of the Corporation.
Election of Officers
Section 2. All the officers of the Corporation shall be elected by the Board of Trustees. Elections shall be held at the annual meeting or, in circumstances in which it is deemed advisable by the Board of Trustees, at a special meeting.
Officers as Trustees
Section 3. The Chairman and the Vice Chairman of the Board of Trustees shall be chosen from the members of the Board in office at the time the choice is made. The President of the University shall be a Trustee.
Term of Office
Section 4. The term of office of the Chairman and Vice Chairman of the Board of Trustees shall be determined by the Trustees.
Authority and Duties of the President
Section 5. The President shall be the Chief Executive Officer of the Corporation. He/she shall be responsible for carrying out the policies of the Corporation as determined by the Board of Trustees. He/she shall have and exercise general supervision over the business and affairs of the Corporation, and shall supervise and direct all the officers, agents and employees of the Corporation and prescribe such of their duties not otherwise prescribed by statute, the Articles of Association, these Bylaws, or by the Board of Trustees. He/she shall be responsible for all appointments to and removals from the staff and faculty not made by the Trustees, and shall report all new appointments and changes to the Trustees at their annual meeting.
He/she shall approve and sign all contracts which involve employment of persons by the Corporation or the expenditure of corporate funds for amounts greater than Twenty-five Thousand ($25,000) Dollars, sign all diplomas issued by the Board, and perform such other duties as the Trustees in accordance with the Articles of Association may require. He shall give from time to time to the Board and Board’s several committees information respecting the state of the University and recommend such measures as he may deem necessary or expedient, and in transmitting such communications shall express his own views on the same. Such communications or reports shall be in writing whenever feasible or required.
He/she shall see that all laws, rules and regulations pertaining to the University are faithfully observed.
He/she shall have authority to give general direction to the instructional affairs of the University.
During intervals between meetings of the Board of Trustees, he/she shall report to the Executive Committee any inefficiency, insubordination, or prejudicial acts of any officer elected by the Board which shall come to his/her knowledge.
With the advice of the faculty and staff he/she shall make regulations for the government of the University and submit them to the Board of Trustees for consideration at an annual or special meeting.
During the temporary absence of the President, Vice President or other officers of the University the President may name a member or members of the staff or faculty to perform these duties. At all other times he/she may delegate any of the duties he performs as Chief Executive Officer other than his/her duties specifically set forth in other sections of these Bylaws.
Authority and Duties of the Chairman and Vice Chairman of Trustees
Section 6. The Chairman of the Board of Trustees shall preside at all meetings of the Board except that the Vice Chairman shall act in the Chairman’s stead when the Chairman is absent or incapacitated.
Authority and Duties of the Dean and Vice Presidents
Section 7. The Vice President for Academic Affairs and Dean of the Faculty shall perform the duties delegated, and exercise the authority granted, by the Board of Trustees, or the President. As Dean of the Faculty, he/she shall call, and preside at all meetings of the faculty. In his/her absence, his/her duties shall be performed by such officer as may be designated by the President.
Other Vice Presidents, if any, shall have the authority and shall perform the duties assigned by the Board of Trustees or by the President.
Authority and Duties of the Secretary
Section 8. The Secretary shall give proper notice of the meetings of the Board and the Executive Committee; he/she shall act as Secretary of the Board of Trustees and the Executive Committee, and shall keep separate records of the business transacted or other official activities at meetings thereof; he/she shall keep the common seal of the Corporation and attest the same when required by law; he/she shall draw up and transmit such papers as belong to his/her office; he/she shall be custodian of all important papers relating to the Corporation, including without limitation, contracts, obligations, the Articles of Association, the Bylaws, and all amendments, restatements and alterations thereof; he/she shall maintain his record books in chronological order, keep them on file on the premises of the University and make any available to the Board of Trustees or the Executive Committee, when requested by the Chairman of the Board or the President, so to do; and he/she shall do and perform such other duties as pertain to his office and as may be required by the Board of Trustees.
Authority and Duties of the Assistant Secretaries
Section 9. The Assistant Secretary or Secretaries shall assist the Secretary in the performance of his/her duties and shall generally perform all other duties delegated by the Secretary of the Board of Trustees.
Authority and Duties of the Treasurer
Section 10. The Treasurer shall have the authority and be under the duty to take any action hereinbefore assigned to him/her. He/she shall receive and keep safely all monies of the Corporation; pay out such money in the manner prescribed heretofore in these Bylaws or hereafter prescribed herein or by the Board of Trustees; and he/she shall generally do and perform all other duties pertaining to his/her office which may be required by the Board of Trustees; provided, however, that he/she shall not pay out any monies except as authorized in an itemized budget of income and expenditures approved by the Trustees and currently in force, or in the case of particular items, as authorized by the Executive Committee, or in case of emergency, by the President. Authorization by the Executive Committee or by the President shall be reported to the Trustees at their next ensuing meeting.
A suitable bond may be required of the Treasurer, his Assistants, or any of his/her employees, if requested by the Trustees or the President.
Limitation Respecting Expenditures
Section 11. No officer or employees, other than as provided above, shall obligate the Corporation for any expense not properly authorized.
Authority and Duties of the Assistant Treasurer
Section 12. The Assistant Treasurer or Treasurers shall assist the Treasurer in the performance of his/her duties and generally perform such other duties as are delegated by the Treasurer or by the Board of Trustees.
Appointment, Authority and Duties of a Comptroller
Section 13. Comptrollers may be appointed by the Board of Trustees and a Comptroller, if there is one, shall supervise the keeping and have custody of all the Corporation’s books of account and shall perform those duties usually performed by a Comptroller and report his/her findings to the Board of Trustees and the President of the University.
Because of the auditing nature of his/her duties, the Comptroller shall hold no other office.
Authority and Duties of the Assistant Comptroller
Section 14. The Assistant Comptroller or Comptrollers, if there be such, shall assist the Comptroller in the performance of his/her duties and shall generally perform such other duties in the Comptroller’s Department as may be delegated by the Comptroller or by the Board of Trustees.
Article Five (A)
At least annually, the financial affairs of the University shall be examined by independent certified public accountants selected and approved by the Board of Trustees. The accountants shall make a report of the results of their examination to the President and Board of Trustees.