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University Bylaws

PREAMBLE

Emory University was founded by the Methodist Episcopal Church, South, for the promotion of the broadest intellectual culture in harmony with the democratic institutions of our country and permeated by the principles and influences of the Christian religion. It is designed to be a profoundly religious institution without being narrowly sectarian. It proposes to encourage freedom of thought as liberal as the limitations of truth.

Emory University belongs to the Methodist Church, and the corporation shall administer the institution and all its properties of every kind for the benefit of said Church and under the direction of the Southeastern Jurisdictional Conference or other agencies appointed by said Conference for the purpose, in accordance with the provisions of the charter of the University. 

ARTICLE I 

MEETINGS OF THE BOARD OF TRUSTEES 

SECTION 1. Annual Meeting.

The Annual Meeting of the Board of Trustees shall be held at the seat of the University or at such other place as may be designated by the Executive Committee during the month of November in each year, the exact date of which said meeting shall be fixed annually by the Executive Committee. The Executive Committee shall also have the right to change the date of the annual meeting from time to time, as the Executive Committee may see fit. Special meetings and any adjourned annual meeting may be held at the pleasure of the Board.

SECTION 2. Special Meetings.

The Chair of the Board of Trustees may at any time call a special meeting of the Board of Trustees if he or she judge it necessary, and he or she shall call a special meeting of the Board of Trustees on the written request of five members of the Board of Trustees.

In 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 designated in Article II, Section 1.

SECTION 3. Quorum.

A majority of the trustees then in office shall constitute a quorum for the transaction of business in any meeting of the Board, but a lesser number may adjourn from time to time until a quorum is obtained.

SECTION 4. Absence.

Any member of the Board of Trustees who is absent from two consecutive annual meetings without being excused by a majority vote of those present at such meetings from which he or she is absent shall be dropped from membership on the Board unless he shall elect, after being given the opportunity in writing to do so, to become a Trustee Emeritus, provided he or she is eligible for such position.

SECTION 5. Trustees Emeriti.

Any member of the Board of Trustees who has served as much as one full term of six years may be elected by the Board as a Trustee Emeritus.  A Trustee Emeritus shall have an opportunity to attend and receive notices of all meetings of the Board of Trustees and shall have every privilege of regular membership on the Board except that of voting, but shall not be counted in determining the number of Trustees permitted by the Charter.  The Secretary shall notify in writing persons who have become Trustees Emeriti.

Except as set forth below, no one may serve as a voting Trustee beyond the first annual meeting of the Board of Trustees after attaining the age of 70.  In unusual circumstances, the Board of Trustees may extend a Trustee’s term beyond the Trustee’s attainment of age 70, but not beyond the Trustee’s attainment of age 72. 

In addition, a Trustee Emeritus may also serve as a voting member of Board committees, for one-year terms that may be renewed, for a maximum of five (5) years.  (This limit shall not apply to former trustees serving on a committee as of the 2006 Annual Board of Trustees meeting.)

SECTION 6. Order of Business.

At the appointed hour the meeting shall be called to order by the Chair or, in the case of the Chair’s absence or disability, or in the event of a vacancy in the office of the Chair, by the Vice Chair designated in Article II, Section 1. Each meeting of the Board shall be opened with prayer and adjourned with the pronouncement of the apostolic benediction. Otherwise, the order of business shall be determined by the presiding officer after consultation with the President of the University.

SECTION 7. Notice.

Written notice of the time and place of all meetings of the Board of Trustees shall be sent to each Trustee at least ten days before the date of the proposed meeting.

Any business may be transacted at any meeting of the Board of Trustees whether it may be the annual meeting or a special meeting, and the purposes for which special meetings are called may be, but shall not necessarily be, set forth in the notice of the special meeting sent to the members.

SECTION 8. Action Without a Meeting.

Action may be taken by the Board of Trustees without a meeting if a majority of the Board evidences such action by written consents in compliance with Section 14-3-821(b) of the Georgia Nonprofit Corporation Code. 

ARTICLE II

OFFICERS AND COMMITTEES 

SECTION 1. Officers.

The regular officers of the Board shall consist of a Chair, two Vice Chairs, and a Secretary. 

Regular officers of the Board shall be elected annually to serve at the pleasure of the Board or until the completion of their eligibility to serve as trustees, whichever comes first. Any officer of the Board may be removed from office by the Board at any time. 

The Chair:  The Chair of the Board of Trustees shall call to order and preside at all meetings of the Board, and as the authoritative head of the Board, shall represent the Board at the public meetings of the University. 

The Chair shall be an ex-officio member of all standing and special committees, with the right to vote, but shall not be counted in determining the presence of a quorum at meetings of committees other than the Executive Committee. Unless otherwise provided in these Bylaws, the Chair shall also have the power to designate any member or members of the Board of Trustees to represent the University at public meetings, or other meetings. 

The Vice Chairs:   The Vice Chairs shall perform such duties as are assigned by the Board or the Chair from time to time.  At the time of the election of the Vice Chairs, 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 Secretary:  The Secretary shall record and preserve the minutes of the meetings of the Board of Trustees 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 of Trustees 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.

SECTION 2. Official Signatures.

All official papers, documents, contracts, and other written instruments necessary to carry on the administration of the affairs of the University and the work of the Board of Trustees shall be signed by the Chair of the Board of Trustees or the President of the University or by such other person or persons as may from time to time be directed by the Executive Committee or authorized by these Bylaws. This provision, however, shall not limit or restrict the nominee registration of securities as provided elsewhere in these Bylaws.

SECTION 3. Committees.

Committees of the Board shall consist of members of the Board of Trustees and, except for the Executive Committee, may include as voting members Trustees Emeriti.

In addition, each committee may, upon nomination from the Chair of the Board, appoint Counselors, who shall have full authority to engage in the deliberations of the trustee committee, but shall not have a vote.

The Executive Committee.

An Executive Committee, consisting of not more than twenty members of the Board, shall be created and the members thereof elected annually by the Board of Trustees. The members of the Executive Committee shall consist of the chairs of all of the standing committees of the Board of Trustees, as well as five (5) at-large members who shall serve one-year terms.  At least one at-large member shall be an Alumni Trustee.  Effective as of the November 2011 election to the Executive Committee, no at-large member may serve more than three (3) terms on the Executive Committee, and for purposes of this section, such November 2011 election of each at-large member shall be considered the beginning of such member’s first term.  The Committee on Governance, Trusteeship, and Nominations shall furnish to the Board of Trustees the names of nominees for at-large members no later than fifteen (15) days prior to the annual meeting of the Board.  Other nominations may be made from the floor.  The Board of Trustees shall have the right at any annual meeting to increase or decrease the number of members of the Executive Committee. The Committee shall meet at such place as the Chair shall designate at times fixed by itself, and the Chair is authorized to call special meetings whenever in the Chair’s judgment the interest of the University shall require special meetings. The Committee shall have the power to elect its own officers and to fill any vacancies in its membership from members of the Board of Trustees.

Between meetings of the Board of Trustees, the Executive Committee shall have general charge of the affairs of the University; shall carry out any directions or resolutions of the Board of Trustees; shall fill, until the next meeting of the Board, any vacancy occasioned by the death, sickness or disability of any officer of the University or of the Board; shall transact any business that may be specifically committed to it by the Board as well as other business which may require transaction between meetings of the Board; shall exercise due vigilance to prevent loss or damage to the property of the University; may authorize the borrowing of money, securing the repayment thereof by any appropriate hypothecation, lien, mortgage, loan, or trust deed, covering real or personal property; may with respect to any property other than that subject to the sale and purchase authority conferred on the Investment Committee in this Article authorize the sale of any real estate, corporate bonds or stocks, or any other property owned by the University, and the investment of any funds in real estate, bonds, corporate stocks, or other securities as it may approve; may authorize the making and execution of leases of the rental property of the University; shall have the power to expend or authorize the expenditure of all money requisite for the discharge of the duties imposed upon the Committee by the Bylaws of the University or by special vote of the Board, and to do anything necessary or proper to carry out any of the foregoing powers, including the employment of agents, attorneys, or employees, or to enter into contracts for any of the stated purposes.

Meetings of the Executive Committee shall be private and shall be attended only by members of the committee, its duly elected officers, the President of the University, the Chancellor of the University, such other persons as may be invited to attend by the President of the University and the Chair of the Executive Committee, and such persons as the Executive Committee shall invite to appear before it from time to time.

Between meetings of the Executive Committee, a majority of the Executive Committee may authorize, by written ballot, any action which could be authorized by that Committee at a meeting.

Investment Committee.

The Executive Committee shall, upon nomination of the Chair from the membership of the Board of Trustees, elect a committee of at least three members, one of whom shall be designated as Chair, to be known as the Investment Committee. The committee shall have general oversight of the investments of the University and shall have the authority from time to time, when in its opinion the best interests of the University justify such action, to authorize the sale of any securities owned by the University, to authorize the purchase of any securities in which the funds of the University should in its judgment be invested, and to approve other investment strategies. The Committee may authorize any or all of the securities of the University to be registered in nominee name and authorize said nominee to execute in its name all purchases, sales, transfers, and proxies of securities so registered and to exercise all options, warrants, and other rights with respect thereto. The Committee may delegate to investment counsel or other agents the authority to act in place of the Committee in investment and reinvestment of funds of the University, may contract with independent investment advisors, investment counsel, or managers, banks, or trust companies so to act, and may authorize the payment of compensation for investment advisory services. The Committee shall consider the long- and short-term needs of the University, its present and anticipated financial requirements, expected total return on its investments, price-level trends, and general economic conditions.

The Committee may act by written ballot in lieu of a meeting. A majority of the members of the Investment Committee shall concur in any act of the Committee.

The Chair of the Committee, or his or her designee, is empowered to execute all necessary papers to purchase, sell, assign, or transfer stocks, registered bonds, or other securities, and to execute contracts within the scope of the Committee’s authority as set forth above.

Real Estate, Buildings, and Grounds Committee.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees elect a committee of at least three members, which committee shall be known as the Real Estate, Buildings, and Grounds Committee, one of the members of which shall be designated as Chair. It shall be the duty of the Real Estate, Buildings, and Grounds Committee to investigate and recommend to the Executive Committee appropriate action on all matters dealing with the erection, alteration, or destruction, or naming of any buildings or grounds owned by the University either on or off the campuses of the University, and to make appropriate recommendations to the Executive Committee concerning acquisition or disposition of real estate, its management, rental, or policies relating thereto. This committee shall familiarize itself with all real estate owned by the University; shall supervise the issuance of requests for proposals on any work to be done on or for the construction of any buildings owned by the University; and shall receive all proposals submitted on work to be done on University buildings, grounds, and real estate, making appropriate recommendations to the Executive Committee thereon.

Finance Committee.

The Executive Committee shall, upon nomination of the Chair from the membership of the Board of Trustees, elect a committee of at least three members to be known as the Finance Committee, one of the members of which shall be designated as the Chair, which committee shall collaborate with the President of the University in the preparation of the annual budget of the University. The proposed annual budget for the ensuing fiscal year shall be submitted to the Executive Committee by the President of the University for approval. The Finance Committee shall also review and make recommendations regarding proposals for funding capital projects or other major expenditures not included in the annual budget process.

Audit and Compliance Committee.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees elect a committee of at least three members, which committee shall be known as the Audit and Compliance Committee, one of the members of which shall be designated as the Chair. It shall be the duty of this committee to arrange for, examine, and report on an annual audit of the University’s financial records and to examine and report on such ad hoc internal audits as shall be deemed necessary by the committee, the Board of Trustees, or the University administration.

Robert W. Woodruff Health Sciences Center Board.

The Executive Committee shall, upon nomination of the Chair from the membership of the Board of Trustees, elect a Board of at least six members, one of whom shall be designated as Chair, to be known as the Robert W. Woodruff Health Sciences Center Board with the following powers, authority, and jurisdiction, subject only to the authority vested in the Board of Trustees by the Charter and the Bylaws of the University:

To study and adopt plans for the development of the School of Medicine, the School of Public Health, the Nell Hodgson Woodruff School of Nursing of Emory University, Emory Healthcare, including The Emory Clinic, the University hospitals, and other related centers, institutes, and school activities; To supervise the current operation of said schools, hospitals, and related activities; On the recommendations or with the concurrence of the appropriate administrative officers, to employ or authorize the employment and/or appointment of faculties, professional staff, and other staff members of said schools, hospitals, and related activities; To have full authority, representing the Board of Trustees of the University, in operating and developing said schools, hospitals, and related activities.

Said Board shall have the authority to enlarge its own membership by adding such members as the Board may, from time to time, determine to be appropriate.

The Woodruff Health Sciences Center Board shall in turn make regular and complete reports of its own proceedings to the Board of Trustees of Emory University or to the Executive Committee of said Board.

The Executive Committee and said Woodruff Health Sciences Center Board are hereby authorized and directed to see that said Board of the Woodruff Health Sciences Center is constituted, organized, and operated in a manner to preserve the ultimate authority of the Board of Trustees of Emory University and to provide for clear channels of communicating and reporting between said Woodruff Health Sciences Center Board hospitals operating under said Board and the Board of Trustees, and are authorized and directed to take any and all steps needed to comply with appropriate requirements for accreditation as established by constituted accreditation officials and authority.

Academic Affairs Committee.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees elect a committee of at least three members, one of whom shall be designated as Chair, to be known as the Academic Affairs Committee, which shall review any recommendations of an academic nature upon which the Board of Trustees or its Executive Committee votes or establishes policy. The Academic Affairs Committee shall support and fulfill the institution’s academic mission by reviewing recommendations regarding appointment of academic deans, continuous appointments for faculty, proposed additions or deletions of degree offerings, and nominations of candidates for honorary degrees.  The Committee shall make recommendations on these and any other academic matters to the Executive Committee or the Board of Trustees.

Emory Development and Communications Committee.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees elect a committee of at least five members, one of whom shall be designated as Chair, to be known as the Emory Development and Communications Committee.  This Committee shall consider and recommend for approval policies and programs relating to philanthropic giving, fundraising initiatives, alumni affairs, communications, and public relations of the University and its various divisions and shall make appropriate recommendations to the Board of Trustees or its Executive Committee. 

Campus Life Committee.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees, elect a committee of at least three members, one of whom shall be designated Chair, to be known as the Campus Life Committee.  This Committee shall be informed of matters related to student services and programs and shall make appropriate recommendations to the Executive Committee concerning the enhancement of student and community life on the University campus.

Committee on Governance, Trusteeship, and Nominations.

The Executive Committee shall upon nomination of the Chair from the membership of the Board of Trustees elect a Committee on Governance, Trusteeship, and Nominations, one of the members of which shall be designated as the Chair. It shall be the duty of this committee to help orient new trustees toward fulfilling the responsibilities of trusteeship; to evaluate regularly the Board’s structure and composition; to make recommendations regarding the optimum terms of service of Board members and officers; to nurture the collegiality and vitality of the Board; and, when vacancies occur on the Board, to present to the Board nominations for membership.

Committee on Executive Compensation and Trustees’ Conflict of Interest.

The Executive Committee shall, upon nomination of the Chair from the membership of the Board of Trustees, elect a committee of at least three members, one of whom shall be designated Chair, to be known as the Committee on Executive Compensation and Trustees’ Conflict of Interest. It shall be the duty of this committee to review executive compensation and trustee actions involving potential conflict of interest.

Special Committees.

The Board of Trustees or its Executive Committee shall have authority to create such special committees as may from time to time be necessary or desirable for the proper transaction of business and supervision of the affairs of the University, and may upon the nomination of the Chair from the membership of the Board of Trustees elect members of such committees.

The Chair of the Board of Trustees shall have the right to appoint such other advisory committees as may from time to time be required to carry on the work of the University.

The Chair of the Board of Trustees is authorized to appoint any member of the Board of Trustees as a temporary member of any standing or special committee of the Board in lieu of any regular member of the committee absent at a particular meeting of the committee; and such temporary appointees shall have all the powers and privileges of regular members of the committee during the course of the meeting for which they were appointed, or any adjourned session thereof, and shall be counted in the determination of a quorum, provided, however, that not more than three such temporary appointments shall be made by the Chair for any one committee meeting.

ARTICLE III

ADMINISTRATION

SECTION 1. The President.

There shall be a President of the University who shall be elected by the Board of Trustees, 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 of Trustees; shall be charged with the duty of supervising all the interests of the University with the aid of the faculty and the administrative staff of the University; shall establish, with the approval of the Board of Trustees or its Executive Committee, such administrative offices and faculty positions as the President may deem necessary for carrying on the work of the University; and shall nominate for approval by the Board of Trustees or its Executive Committee all Executive Vice Presidents, Senior Vice Presidents, and the Secretary of the University and all faculty members recommended for continuous appointment.

The President shall represent the University on public occasions and shall confer all properly authorized degrees. It shall be the President's duty to organize the faculties of the University and of the several schools or colleges, direct the methods of their meetings, and supervise their work. The President is charged particularly with responsibility for the internal order and discipline of the University, and to this end shall hold all Deans and members of the faculty to the faithful and efficient discharge of their duties. The President may, when he or she deems it advisable, preside over any meetings of the faculties.

As the chief administrative officer of the University, the President shall attend all meetings of the Board of Trustees and of its Executive Committee, and may, at his or her discretion, attend meetings of other committees of the Board, participate in the discussions of such committees, and submit recommendations on matters falling within the purview of such committees as the President may deem proper.

The President shall cause accurate reports of the fiscal and other affairs of the University to be prepared and submitted to the Board of Trustees and to its committees. It shall be the President's duty to bring to the attention of the Board of Trustees all matters within the President's knowledge that affect the interest of the University and require consideration by the Board.

In case of the death or extended absence or disability of the President, the Provost of the University shall serve as Acting President. In case the office of Provost has not been filled, the Board of Trustees 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.

SECTION 2. The Chancellor.

The Board of Trustees may, in its discretion, elect a Chancellor of the University. The Chancellor shall have general advisory relationship to the administration of the University but shall not be charged with administrative duties; shall have the right to attend meetings and to participate in discussions of the Board of Trustees and of its Executive Committee, but without vote; may, in his or her discretion, attend meetings of the University Senate and of the faculties of the University and participate in their discussions; shall counsel with the President of the University on matters of administrative policy and on any matters affecting the interest and work of the University; and may, within his or her discretion, render such other service to the University as may be requested by the President or the Board of Trustees.

SECTION 3. Executive Vice Presidents and Provost.

3.1 Executive Vice President for Business and Administration
The Board of Trustees may, on nomination of the President of the University, elect an Executive Vice President for Business and Administration. He or she shall be responsible to the President for all fiscal and nonacademic administrative operations of the University. The Executive Vice President for Business and Administration shall be authorized to execute all contracts, conveyances, and proxies in the name of the University and, in the President's absence or disability, to act in his or her stead on all nonacademic matters.

The Executive Vice President for Business and Administration shall, under the direction of the Executive Committee, be responsible for the following operations: holding and investing the capital funds of the University, subject to the powers conferred on the Investment Committee with respect to certain investments; custody of the University’s valuable papers such as evidence of titles and contracts to which the University is a party; signing checks and drafts on the capital funds of the University; executing releases, satisfactions, and assignments of mortgages held by the University on the payment of the same; advising the President of the University and the Board of Trustees and its Executive Committee on matters of fiscal policy; and preparing such reports on the financial affairs of the University as may be requested by the President of the University, the Board of Trustees, or its appropriate committees.

3.2 The Provost
The Board of Trustees may, on nomination of the President of the University, elect a Provost.

The Provost shall be the principal academic officer of the University under the President and shall act as the President's primary liaison with the deans and faculties on academic matters, including, but not limited to, faculty development and discipline, academic program development, evaluation and review, and strategic academic planning. The Provost shall be responsible for overall academic program management and support activities most closely tied to academic programs, shall be authorized to execute all contracts in his or her area of responsibility, and shall prepare the educational and general budget for the President's review.

3.3 Academic Executive Vice Presidents
The Board of Trustees may, on nomination of the President of the University, elect two Academic Executive Vice Presidents: the Executive Vice President for Health Affairs and Director of the Woodruff Health Sciences Center and the Executive Vice President for Academic Affairs.

The Executive Vice President for Health Affairs shall be responsible to the President for the coordination and the administration of overall academic and health services in the health related schools and divisions of the University. He or she shall direct the interrelationships of these schools and divisions with the affiliate hospitals, the faculty clinical practice plans, and Emory Healthcare, Inc., in the conduct of education, research, and patient care.

The Executive Vice President for Academic Affairs shall be responsible to the President for coordination and administration of overall academic affairs of the University in non-health-related schools and divisions of the University. He or she shall direct the interrelationships among these schools and divisions and with other institutions.

Within their respective areas of responsibility, the Executive Vice President for Health Affairs and Executive Vice President for Academic Affairs shall, in addition, be empowered to execute contracts in the name of the University. In the President's absence or disability, they shall be empowered to act in his or her stead on all matters within their responsibility.

3.4. The provisions of the Section shall in no way diminish the President's ultimate responsibility for administrative decisions.

SECTION 4. Senior Vice Presidents and Secretary of the University.

The Board of Trustees may, at its discretion, on nomination of the President of the University, elect one or more Senior Vice Presidents of the University and a Secretary of the University for such terms of office as the Board may prescribe. Senior Vice Presidents and the Secretary of the University shall perform all duties assigned by the President and shall be empowered to execute contracts in the name of the University.

SECTION 5. Other Administrative Officers.

As provided in Section 1 of this article, the President shall establish, with the approval of the Board of Trustees or its Executive Committee, such other administrative officers as the President may deem necessary for the carrying on of the work of the University, shall nominate persons to hold such offices, and shall define their duties. 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 needed.

ARTICLE IV

INSTRUCTION

SECTION 1. 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, the Executive and other Vice Presidents, 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 University Senate, 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.

SECTION 2. Deans.

The Dean of a school or college shall be appointed by the Board of Trustees or its Executive Committee upon recommendation of the President, who shall have conferred regarding such recommendation with the Provost and/or 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.

SECTION 3. Faculty Appointments.

Appointments to membership on the faculty, other than the President, Provost, Executive and other Vice Presidents, and 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 of Trustees, or by retirement in accordance with the provisions of the Emory University Retirement Plan.

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 or the Executive Vice President for Health Affairs, whichever is appropriate.

Continuous appointments shall be made by the Board of Trustees or its Executive Committee upon the recommendation of the President, who shall have conferred regarding such recommendation with the Dean of the academic unit, and the appropriate Executive Vice President.

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 of Trustees, and shall be in possession both of the University and the appointee before the appointment is final.

ARTICLE V

UNIVERSITY SENATE

SECTION 1. Membership. 

There shall be a University Senate whose membership shall include, ex officio and non-voting, the President, Chancellor, Executive Vice Presidents, Senior Vice Presidents, Provost, Senior Vice Provosts, and Vice President and Secretary of the University; the President and President-elect of the Student Government Association; the President and President-elect of Graduate Senate; and others as stated in the University Senate Bylaws, as approved by the Board of Trustees; and an elected 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 of Trustees or its Executive Committee.

SECTION 2. Bylaws.

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 of Trustees or its Executive Committee. The bylaws shall provide for such standing and special committees as may be needed.

SECTION 3. Functions.

The University Senate, subject to the powers vested in the President of the University and the Board of Trustees, shall consider and make recommendations concerning all matters of general University interest, as distinguished from those affecting a single school. All changes in existing policies or the establishment of new policies relating to matters of general University interest shall be reviewed by the Senate. It shall consider and make recommendations on any matters referred to it by the President of the University, the Board of Trustees, or by its own members of constituencies. On its own initiative it may submit recommendations to the President on any matter affecting the interests of the University. It shall make recommendations as to Honorary Degrees, as provided in Article VI.

The decisions of the Senate shall, with the concurrence of the President, be deemed final unless or until the Board of Trustees or its Executive Committee shall take further action. In case of failure of the President of the Universityto 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 of Trustees or its Executive Committee, with provisions for representation of the Senate before the reviewing body. The Senate itself shall designate a member of members to represent it in case of such referral.

SECTION 4. The President.

There shall be a President of the University 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 President will represent the Senate at any meetings of the Board of Trustees and of its Executive Committee that the President may be requested to attend by the Chair of the Board and/or the Chair of its Executive Committee.

SECTION 5. University 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 of Trustees 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 of the University, who shall serve as non-voting members.  The President, President-elect, and ImmediatePast-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 of Trustees 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 the Board of Trustees, 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 of the University, the Board of Trustees, or its own members or constituencies.



ARTICLE VI

CURRICULA AND DEGREES

Trustees, officers, and employees of the University are entitled to indemnification to the extent provided in and subject to the limitations of Sections 14-3-850 through 14-3-858 of the Georgia Nonprofit Corporation Code. An officer, employee, or agent of the University who is not a Trustee shall be entitled to indemnification to the same extent and subject to the same limitations as a Trustee, provided that expenses of litigation may be advanced on authorization of the President or the Chair of the Board without action by the Board of Trustees or Special Legal Counsel and without the necessity of the written undertaking provided for in Section 14-3-853 of the Code.

HISTORY OF REVISIONS

Revised October 30, 1964
Revised April 9, 1970
Revised November 12, 1970
Revised November 11, 1971
Revised April 17, 1975
Revised November 20, 1975
Revised April 3, 1980
Revised November 20, 1980
Revised November 11, 1982
Revised April 21, 1983
Revised April 5, 1984
Revised November 10, 1988
Revised November 16, 1989
Revised November 15, 1990
Revised November 14, 1991
Revised November 11, 1993
Revised November 10, 1994
Revised April 6, 1995
Revised November 9, 1995
Revised May 16, 1996
Revised November 13, 1997
Revised June 18, 1998
Revised February 13, 2003
Revised April 10, 2003
Revised November 13, 2003
Revised November 11, 2004
Revised May 26, 2005
Revised September 14, 2005
Revised November 16, 2006
Revised February 8, 2007
Revised February 14, 2008
Revised November 13, 2008
Revised February 12, 2009
Revised November 12, 2009
Revised June 4, 2010
Revised November 11, 2010
Revised February 9, 2012
Revised June 7, 2013