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Bylaws

 

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 state statutes, these Bylaws and in Trustee policy statements. These documents shall take precedence over all other institutional documents and policy statements.
 

A. 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.

B. 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.

C. There are fifteen members of the Board. The Members of the Board are:

a. The Governor of South Carolina, ex officio, or his/her designee, who shall serve during the Governor’s term of office and until a successor is designated;
b. The Superintendent of Education of South Carolina, ex officio, or his/her designee, who shall serve during the Superintendent’s term of office and until a successor is designated;
c. One Trustee appointed by the Governor of South Carolina, who shall serve during the Governor’s term of office and until a successor is appointed;
d. Two Trustees who are graduates of Winthrop University elected by the Winthrop University Alumni Association, who shall each serve for a term of six years; and
e. Ten Trustees elected by joint ballot of the South Carolina Senate and the South Carolina House of Representatives. One Trustee must be elected from each of the seven congressional districts and three members must be elected from the state at large. Each representative of a congressional district must be a resident of the congressional district represented.
f. The President shall attend every meeting of the Board for consultation and give information concerning the institution.
g. Notwithstanding the manner by which a Trustee is elected or appointed to the Board, each member of the Board shall owe a duty of faithful service to the University, and shall act at all times in the best interest of the University.

D. The Board of Trustees may 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.

E. 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 and Staff 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 and a Vice Chairperson. The Board of Trustees may elect such other officers as the Board may from time to time require. The Board of Trustees shall also appoint a Secretary to the Board. The Secretary shall ordinarily be a staff person in the Office of the President of Winthrop University. The Secretary to the Board shall be custodian of the University seal and shall have the authority to sign all certifications on the authority of the Board as well as all documents authorized by the Board.


A. 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.


B. 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.


C. 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.


D. The Secretary to the Board 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. The Secretary will cause to be recorded and disseminated all the notes and minutes of all public proceedings; 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 created, abolished, changed, altered, or added to, and new or additional standing committees may be created from time to time at its discretion.
A. The standing committees are:
1. Executive Committee
2. Committee on Academic Quality
3. Committee on Finance
4. Committee on Institutional Advancement and Development
5. Committee on Student Life and Athletics
6. Committee on Enrollment and Retention
7. Committee on Compensation
B. 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.

Article IV

Organization and Responsibilities of Standing Committees

A. Organization of Executive Committee and other standing committees
1. Executive Committee
a. The Executive Committee shall consist of the Chairperson, the Vice-Chairperson, 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.
b. The Chairperson of the Board shall serve as Chairperson of this committee.
c. A simple majority of this committee shall constitute a quorum.
d. The Executive Committee shall meet at such times as may be necessary at the discretion of the Chairperson.
2. Other standing committees

a. Following the last quarterly meeting in the state fiscal year, the Chairperson of the Board shall appoint to each other standing committee not fewer than three 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 Student Life. The President, or the President’s designee, will serve as an ex officio member of each standing committee, with voice but not vote.
b. A simple majority of a committee, excluding non-voting members, shall constitute a quorum.
c. Each committee shall meet at least once between regular Board meetings and shall hold other meetings as necessary.

B. Responsibilities of standing committees
1. Executive Committee
The Executive Committee shall provide general oversight for matters related to strategic planning for Winthrop University. 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 and shall obtain ratification of its actions by the Board at the first regular meeting of the Board following such action, or at specially called meeting of the Board to consider such action.

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 as well as oversight for other personnel matters.

2. Committee on Academic Quality
The Committee on Academic Quality shall provide general oversight for all matters related to the quality of academic programs; new academic proposals; academic program reviews; curricular matters; accreditation matters; student records; and library services.

3. Committee on Finance
The Committee on Finance shall provide general oversight of the finances and facilities of the University; act as the Audit Committee; and review the annual audit of the University.

4. Committee on Institutional Advancement and Development
The Committee on Institutional Advancement and Development shall provide general oversight for matters related to student recruitment and marketing; alumni affairs and the encouragement of private support and institutional fundraising for Winthrop University.

5. Committee on Student Life and Athletics
The Committee on Student Life and Athletics shall provide general oversight for matters related to student life, campus safety and security and provide general oversight for matters related to a sound intercollegiate athletic program in conformity with University regulations, Board policies, and the regulations and policies of the National Collegiate Athletic Association (NCAA).

6. Committee on Enrollment and Retention
The Committee on Enrollment and Retention shall provide general oversight for matters related to enrollment management and student retention, graduation and related support.

7. Committee on Compensation
The Committee on Compensation shall be responsible to report and recommend to the Board of Trustees on matters pertaining to changes to the executive compensation philosophy and strategy. The committee will review compensation of the President and, upon recommendation of the President, the compensation of executive officers; and such other senior academic and administrative officers as the Committee shall designate. In addition, it shall review any extraordinary salary and payment arrangements for University employees. The Committee shall periodically review such other aspects of the University’s compensation policy as the committee shall elect.

As soon as possible after meeting, and no later than 30 days after meeting, the Executive Committee and each other 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.

A. There shall be at least 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.


B. 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 seven 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 as described in Chapter 30, Title 4 of the Code of Laws of South Carolina. At a special meeting, the Board may deal with only that business which was stated in the call for the meeting.


C. 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.


D. Board and committee meetings shall be conducted in compliance with the South Carolina Freedom of Information Act as described in Chapter 30, Title 4 of the Code of Laws of South Carolina.


E. The Board shall review and discuss personnel, contractual, and legal issues in Executive Session as permitted by Chapter 30, Title 4, section 70 of the Code of Laws of South Carolina. Executive Sessions of the Board will generally include the Trustees and the President. Other individuals may be invited to give information as deemed necessary by the Board.


F. 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 

A. The President is appointed by the Board to ensure that the University is administered in compliance with the Board of Trustee policies as well as with fiscal and legal statutes as required by Chapter 125 of Title 59 of the 1976 Code of Laws of South Carolina as amended. The President serves at the pleasure of the Board and on such terms as it considers appropriate.

B. The Board delegates to the President the managerial and administrative authority for the ongoing operations of the University commensurate with the policies of the Board. Decisions made by the President may be appealed to the Board of Trustees as set forth in the Faculty Bylaws
The President serves as the official medium of communication between the Trustees and the administrative officers, University faculty, staff, students, alumni, as well as all external constituents of the university.

C. Although the Board of Trustees delegates the administration of the University under its authority to the President, its right to intervene in all matters pertaining to the University is not abrogated by this delegation of authority.

D. The Board shall approve recipients of honorary degrees.

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 fifteen days before the meeting at which such action is to be taken.

Unanimously adopted at the public meeting of the
Winthrop University Board of Trustees on December 13, 2013
Previous amendments: October 29, 1993, June 13, 1997, June 9, 2000, February 7, 2003, February 23, 2008, June 5, 2009, November 6, 2009, March 2, 2014 and June 26, 2014.