Bylaws

Unanimously adopted at the public meeting of the 
Winthrop University Board of Trustees on October 29, 1993 
and subsequently amended on June 13, 1997, June 9, 2000, and February 7, 2003. 

Article I 

These Bylaws of the Board of Trustees are enacted pursuant to the laws of the State of South Carolina.  The Board of Trustees has general supervision over and is vested with the conduct of the University.  It has responsibility for the mission and long term benefit of the University.  The Trustees shall exercise supreme institutional authority as set forth in these Bylaws and in Trustee policy statements.  These documents shall take precedence over all other institutional documents and policy statements.

1. The authority and responsibility for the governance of Winthrop University is vested in a Board incorporated under the legal name and style of “The Trustees of Winthrop University” in accordance with the statutes of the State of South Carolina pertaining thereto specifically, but not limited to, Chapter 125 of Title 59 of the 1976 Code of Laws of South Carolina as amended.
   
   
2. The principal office of the Board of Trustees shall be in the Office of the President at Winthrop University.  Such other offices needed for the conduct of its business may from time to time be designated by the Board of Trustees.
   
   
3. There are twelve members of the Board.  Membership of the Board includes the Governor of the State and the State Superintendent of Education, or their designees, as ex officio members.  They serve, together with ten other persons, seven of whom are elected by joint ballot of the Senate and the House of Representatives to serve for six years; one Trustee appointed by the Governor to serve for six years; and two Trustees appointed by the Winthrop University Alumni Association to serve for four years.
   
   
4. The Board of Trustees shall invite the Chair of the Faculty Conference and the designated leader of the officially recognized student representational organization to attend meetings of the Board as representatives of their respective organizations to the Board with the right to discuss but without a vote.  The Board authorizes the Vice-Chair of the Faculty Conference and the designated deputy leader of the officially recognized student representational organization to serve as alternates if the duly elected faculty representative and student body representative are unable to attend a meeting of the Board.
   
   
5. As Trustees are among those public officers defined within Section 8-1-10 of the South Carolina Code of Laws, they are required to complete and file with the State Ethics Commission a Statement of Economic Interests Form disclosing, among other things, any compensation received from an individual or business which contracts with the University.

In addition, as public officeholders, Trustees are subject to the state’s Ethics Reform Act, including but not limited to all applicable statutory provisions governing actual or potential conflicts of interest.

Article II

Officers of the Board

The Board of Trustees shall organize annually at the last quarterly meeting of each state fiscal year by the election of a Chairperson, a Vice Chairperson, and a Secretary.  The Board of Trustees may elect such other officers as the Board may from time to time require.

1. Officers shall be elected for a one-year term and may be eligible for re-election for no more than five consecutive terms, for a total of six years.  Neither the Governor, nor the Superintendent of Education, nor either of their designees shall be eligible for election as an Officer.
   
   
2. The Chairperson shall be the chief executive officer of the Board, shall preside at all meetings of the Board, and shall be the spokesperson for the Board.  The Chairperson shall serve as Chairperson and member of the Executive Committee of the Board and as an ex officio member of all standing, special or ad hoc committees of the Board, and shall perform such other duties as may be prescribed by the Board and these Bylaws.  The Chairperson will report to the Board of Trustees from time to time all matters coming to his or her notice, relating to the interests of the University, that should be brought to the attention of the Board.
   
   
3. The Vice Chairperson shall have and exercise all the powers and duties of the Chairperson in case of his or her absence or inability to act, and will perform other duties as may be prescribed from time to time, by the Board of Trustees.  In the case of the permanent absence of the Chairperson, the Vice-Chairperson will serve as Chairperson for the remainder of the term, until the next regular election.  In that case, the Vice-Chairperson will serve as an ex officio member of all committees of the Board.
   
   
4. The Secretary will cause to be recorded all the notes and minutes of all public proceedings.  The Secretary will cause to be given notice of all public meetings of the Board of Trustees and will affix the Seal of the University to all documents that may require it.  In the case that the Vice-Chairperson must serve as Chairperson, the Secretary will assume the dual powers and duties of Vice-Chairperson and Secretary.

The Secretary shall cause to be recorded and disseminated to the Board minutes of Board meetings, to be ascertained Board-related expenses of Board members, to be maintained and updated records of Bylaws, policies and actions of the Board as they occur, and to perform other such services as are deemed necessary by the Chairperson.

Article III

Committees of the Board

Standing Committees:  The Board of Trustees has the power to create standing committees which will report directly to the Board of Trustees to aid it in carrying on the business of the University.  The existence, duties and functions of standing committees may be abolished, changed, altered, or added to, and new or additional standing committees may be created from time to time at its discretion.

1. The standing committees are:

1. Executive Committee
2. Academic Affairs Committee
3. University Relations Committee
4. Finance Committee

2. The Chairperson of the Board of Trustees shall appoint from among the voting members of the Board the members of a Committee on Nominations, subject to the consent of the Board of Trustees.  Its membership will not exceed three.  The Committee on Nominations will report to the Board of Trustees annually, at least one month prior to the last quarterly meeting in the state fiscal year of the Board.
   
   
3. The Board of Trustees has the power to authorize, and authorizes the President of the University, to create administrative, faculty and student committees for the purpose of advising and assisting in carrying on the business and functions of the University.

Article IV

Organization and Responsibilities

of Standing Committees

1. Organization of standing committees

1. Executive Committee

1. The Executive Committee shall consist of the Chairperson, the Vice-Chairperson, the Secretary of the Board, the Chairpersons of the other standing committees, and the immediate past Chairperson.  The President shall serve as an ex officio member of the committee with voice but not vote.
   
   
2. The Chairperson of the Board shall serve as Chairperson of this committee.
   
   
3. A simple majority of this committee shall constitute a quorum.
   
   
4. The Executive Committee shall meet at such times as may be necessary at the discretion of the Chairperson.
    
5. Neither the Governor, nor the Superintendent of Education, nor either of their designees shall be eligible to serve as a member of the Executive Committee.

2. Other standing committees

1. Following the last quarterly meeting in the state fiscal year, the Chairperson of the Board shall appoint to each standing committee not fewer than three nor more than five voting members of the Board for a term of one year. The Chairperson of the Board shall at the same time appoint a committee chair from among the members of the committee.  The faculty representative to the Board shall serve as a representative to the Committee on Academic Affairs and the student representative to the Board shall serve as a representative to the Committee on University Relations.  The President will serve as an ex officio member of each standing committee, with voice but not vote.
   
   
2. A simple majority of a committee, excluding non-voting members, shall constitute a quorum.
   
   
3. Each committee shall meet at least once between Board meetings and shall hold other meetings as necessary.

2. Responsibilities of standing committees

1. Executive Committee

The Executive Committee shall possess and exercise in emergencies all the powers of the Board of Trustees not inconsistent with the policies of the Board or with any action taken earlier by the Board; provided, however, that the Executive Committee shall not pre-empt the role of the Board or any other standing committee herein stated except in those emergency circumstances which do not permit the handling of a matter in the normally prescribed manner.  The Executive Committee shall also have the responsibility to evaluate the President on an annual basis in accordance with the State agency head performance appraisal process.  The Executive Committee shall provide general oversight for all matters related to long-range planning for the University; facilities planning; and personnel matters.

2. Academic Affairs Committee

Academic Affairs Committee shall provide general oversight for all matters related to academic program proposals; academic program reviews; curricular matters; accreditation matters; and admissions and student recruitment.

3. University Relations Committee

University Relations Committee shall provide general oversight for all matters related to student life; intercollegiate athletics; and alumni relations.  It shall also consider matters relating to the encouragement of private support and institutional fundraising for Winthrop University.

4. Finance Committee

Finance Committee shall provide general oversight of the finances of the University, including the annual audit of the University, as well as the oversight of routine physical plant matters.

As soon as possible after meeting, a standing committee shall send minutes of its meeting to all members of the Board.

Article V

Meetings of the Board

Meetings of the Board of Trustees shall be held on the University campus or any other place which the Chairperson or a majority of the Board may from time to time designate.

1. There shall be four regular meetings of the Board of Trustees each year.  At such meetings any business relating to the University may be discussed and transacted.  Any regular meeting may be continued by adjournment from day to day until adjournment sine die.
   
   
2. In addition to the regular meetings, the Chairperson of the Board shall have the power to assemble the Board at any time in special meetings and it shall be his/her duty to do so upon the written request of eight members of the Board or of the President of the University.  In any such meeting, in person or by electronic communication, the Chairperson of the Board shall ensure that the Board complies with all provisions of the South Carolina Freedom of Information Act.  At a special meeting, the Board may deal with only that business which was stated in the call for the meeting.
   
   
3. A simple majority of the voting members of the Board shall constitute a quorum for the transaction of Board business.  The Trustees present at any meeting, if fewer than a quorum, may adjourn any meeting from time to time until such quorum shall be present.  All questions coming before the Board of Trustees shall be determined by a majority vote of those Trustees voting on that issue.  Voting by proxy shall not be allowed.
   
   
4. Board and committee meetings shall be conducted in compliance with the South Carolina Freedom of Information Act.
   
   
5. Executive Sessions of the Board will include the Trustees and the President. Other individuals may be invited to give information as deemed necessary by the Board.
   
   
6. Business before the Board shall be conducted according to the latest edition of Robert’s Rules of Order when not inconsistent with Board Bylaws.

Article VI

Administration of the University

1. The President is appointed by the Board and serves at the pleasure of the Board and on such terms as they consider appropriate.
   
   
2. The President is charged with the managerial and administrative responsibility for the ongoing operations of the University and acts for the Trustees in carrying out the policies and decisions of the Board.
   
   
3. The President serves as the official medium of communication between the Trustees, on the one hand, and the University faculty, administrative officers, staff, students, and alumni, on the other.

Article VII

Amendments and Alterations of the Bylaws

These Bylaws may be amended, repealed or added to in any manner not inconsistent with the laws of the State of South Carolina by the affirmative vote of a two-thirds majority of the Board of Trustees at any public meeting of the Board of Trustees, provided that those voting to amend are a majority of the entire Board.  Proposed amendments must be submitted in writing to all members of the Board of Trustees at least thirty days before the meeting at which such action is to be taken.

Rock Hill, South Carolina   29733
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