Winthrop University Board of Trustees Bylaws
Contact Information
Board of Trustees
114 Tillman Hall
Rock Hill, SC 29733, USA
803/323-2225
803/323-3001 (fax)
trustees@winthrop.edu

Winthrop University Board of Trustees Bylaws

 

Article I - The Board of Trustees

 

As a South Carolina public institution of higher education, the Board of Trustees has complete governance authority for Winthrop University.  This includes responsibility for the mission and long-term benefit of the University. These Bylaws of the Board of Trustees are enacted pursuant to the laws of the State of South Carolina. The Trustees shall exercise supreme institutional authority as set forth in state statutes, state regulations, 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, § 59-125-10 et seq. 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 must be residents of South Carolina and are:

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; 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; 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; two Trustees elected by the Winthrop University Alumni Association and are graduates of Winthrop University, who shall each serve for a term of six years; and 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, who shall each serve for a term of six years. Each representative of a congressional district must be a resident of the congressional district represented.

D.     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 State of South Carolina and the University and shall act at all times in the best interest of the University.

E.      As Trustees are among those public officers defined within the South Carolina Code of Laws, they are required to comply with the requirements of the State Ethics Act as administered by the South Carolina State Ethics Commission.  Trustees are required to file annually with the State Ethics Commission a Statement of Economic Interests Form.

F.       The President shall attend every meeting of the Board for consultation and give information concerning the institution.

G.     The Board of Trustees designates the chair of Faculty Conference, the chair of the Staff Conference, and the president of the officially recognized student government to serve as liaisons of their respective organizations to the Board.  As liaisons, these individuals will engage their organizations in communication so that the diversity of views of the entire organization is articulated to the Board of Trustees. The liaisons are responsible for regularly meeting with and reporting to their constituencies on the activities of the Board as appropriate in light of considerations of confidentiality.  Liaisons may be invited to present to the Committees or full Board regarding special topics as needed. Liaisons are not members of the Board of Trustees.  Therefore, they do not have a vote and are not permitted to attend the executive session of any Board of Committee meeting unless specifically invited by the Chair of the Board or Committee. 

 

Article II – Role of Trustees

 

It is the responsibility of the Board to provide oversight of the University’s mission, strategic objectives, and to establish policies related to the University’s programs, tuition and fees, and services.  As a general rule, Trustees should not be involved in the daily administration of the University except as requested by the President of the University.

 

Article III - Powers, Responsibilities, and Duties of the Board

 

General. The Board governs the University by exercising and carrying out all of the powers, responsibilities, and duties that are conferred upon the Board by SC Code of Law.

Powers of the Board. The powers of the Board, among other things, as established in statute, Bylaws or policy, give the Board the power to:

A.      Develop and approve the mission of the University and review the associated mission statement no less than once every five years, to ensure the mission statement continues to reflect the values, beliefs, and vision of the University;

B.      Appoint the President of the University and confirm the appointment of administrators at the level of Dean, Assistant/Associate Vice President, Vice President, Vice Provost and Provost of the University, their salaries and terms of office prior to an offer to hire is made;

C.      The Board of Trustees shall have general responsibility for the scope of educational programs, policy on eligibility for enrollment and graduation, and other policy matters at the institutional level;

D.     Review and approve operating and capital budgets, planning, projects, procurements and sets fiscal priorities:

E.      Annually review Memorandums of Agreements (MOA) and Memorandums of Understanding (MOU); 

F.       Assume general responsibility for the operation of the University, empowering the President with powers and duties for the efficient administration of the University and its programs;

G.     Upon the positive recommendation of the President, approve candidates prior to granting promotions and tenure;

H.     Approve candidates for emeriti faculty status and honorary degrees upon such persons as the Trustees may deem appropriate;

I.        Set tuition, academic program and course fees, applied course and lab fees, auxiliary fees, and room and board rates for in-state, out-of-state, resident and non-resident undergraduate and graduate students, inclusive of online and hybrid students;

J.        Exercise powers granted by statute; and

K.      The Board of Trustees may make, constitute and establish such bylaws, rules and orders, not inconsistent with the laws of the land, for the sound governance of the University as the progress of the times may require.

Responsibilities of the Board. The Board is responsible for:

A.      Preserving and protecting the value of the University’s brand by committing resources, providing strategic vision and directing decisions foundational to the historical legacies and relevancy of the Institution; 

B.      Guiding the University’s strategic direction with the expectation for the President to lead the strategic planning process;

C.      Ensuring the University’s fiscal integrity through oversight of financial resources and assets including approval of annual budgets; 

D.     Engaging as appropriate and in conjunction with university administration, key constituencies of the university.

Duties of the Board. Board members are dutifully bound to:

A.      Be free from any economic interest or other activity prohibited by SC Code of Law, Section 8-13-700 (Use of Official Position of Office).

B.      Be free from, or disclose in advance and recuse, in the event any Board matter involving a potential conflict of interest with regard to any contractual, employment, personal or familial financial interest in the University;

C.      In the manner prescribed by law, be transparent in all Board actions and provide public notice of meetings;

D.     Maintain strict confidentiality of the executive sessions of the Board and committee meetings and of all information proprietary to the University; 

E.      Represent the interest of the entire University rather than any single constituent party or stakeholder of the institution;

F.       Recognize the Board chair as the official authority to make public comment on matters before the Board. When engaging in public commentary, Trustees must clearly state that their opinions are their own and not those of the Board.

G.     Assume the responsibility vested in the Board for the governance of the University. Each Trustee shall attend Board and assigned committee meetings, be prepared to make thoughtful and informed decisions based on the information provided; and participate in the official activities of the Board;

H.     Per S.C. Code of Law §59-101-285, Trustees must attend two thirds of the regular and special meetings. Additionally, per S. C Code of Laws § 59-125-60, Trustees can have no more than two consecutive absences without a satisfactory excuse. Trustees shall report absences in writing, prior to the meeting if possible, stating the reason for the absence. The Board authorizes the Chair to determine if sanctions are warranted for absences. The Chair will also, in accordance with state law, report any excessive absenteeism of a Trustee to the appropriate appointing or electing authority; 

I.        To participate in the Board’s annual evaluation process; and

J.        Conduct the Board’s business in an exemplary manner and comply with applicable South Carolina code of laws as well as observe best practices as determined by the Southern Association of Colleges and Schools-Commission on Colleges.

 

Article IV - Organization of the Board

 

Officers and Staff of the Board

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

A.      Officers shall be elected for a two-year term and may be eligible for re-election for no more than two additional consecutive terms, for a total of six years.

B.      The Chairperson 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 biennial election.  In this capacity he or she will serve as an ex officio member of all committees of the Board with a voice but does not have a vote.

D.     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 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 consultation with Board leadership, the Secretary plans and executes the meetings of the Board and its Committees in compliance with law and policy. The Secretary will cause to be recorded and disseminated all the agendas and minutes of all public proceedings; and serves as custodian of the minutes and other official records of the Board; and to perform other such services as are deemed necessary by the Chairperson. The Secretary is authorized to certify that actions have been taken by the Board and to certify the authority and identity of Officers of the Board.

E.      The University General Counsel and Internal Auditor shall have dual reporting authority to the Chair and President. 

 

Article V - Committees of the Board

 

Committees of the Board

A.      The Board of Trustees has the power to create committees that report directly to the Board of Trustees to aid in carrying on the business of the University. The Board of Trustees has established an Executive Committee and Standing Committees to perform business of the Board as needed.  From time to time, the Chair may also establish one or more specialty or ad hoc committees to carry out specific tasks.  

The existence, duties, and functions of any 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.

B.      The Executive Committee meets prior to every planned full meeting of the Board.  This Committee shall set the meeting dates and agenda for the full Board, review administration policies, conduct an annual review of the President, and other functions and duties included in Articles II and III of these By-Laws. The President shall serve as an ex officio member of the committee with voice but no vote.

C.      The standing committees are:

1.      Academic Affairs, Student Life and Enrollment Committee

2.      Strategic Planning and Facilities Committee

3.      Finance Committee (Audit, Budget, Finance, and Compensation)

4.      External Engagement and Athletics Committee

D.     The Chair 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 offer to the Board of Trustees, biennially, a slate of candidates for Chair and Vice Chair at least one month prior to the last quarterly meeting in the state fiscal year of the Board.

E.      The Chair of the Board of Trustees shall make committee appointments and designate a chair for each standing committee.  All appointments shall be made for a two-year term.  

As necessary, the Board, on the recommendation of the Chair, may extend the term of committee and committee chair appointments beyond the two-year term. Experience, expertise, and commitment to Board governance, will be considered in committee and chair appointments. If a vacancy occurs in the chair, the Chair shall appoint a member of the committee to fill the remainder of the chair’s term.

F.       Ad hoc or Special Committees may be appointed by the Board Chair to carry out specific functions or tasks as may be required for the governance of the University.  

 

Article VI - Organization and Responsibilities of Committees of the Board of Trustees

 

1. The Executive Committee

Organization of the Executive Committee 

A.      The Chairperson of the Board shall serve as Chairperson of the Executive Committee.

B.      The Executive Committee shall consist of the Chairperson, the Vice-Chairperson, the Chairpersons of other standing committees, and the immediate past Chairperson, and if necessary, the Chair casts the deciding vote. The President shall serve as an ex officio member of the committee with voice but no vote.

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.

Responsibilities of the Executive Committee

A.      The Executive Committee shall provide general oversight for matters related to shared governance and risk management for Winthrop University.  

B.      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. 

C.      The Executive Committee shall also have the responsibility to evaluate the President, with input from the Board, on an annual basis in accordance with the State agency head performance appraisal process as well as oversight for other personnel matters.

2. Standing Committees

Organization of Standing Committees 

A.      Following the last quarterly meeting in the state fiscal year, the Chairperson of the Board shall appoint and notify each Trustee of appointment to no fewer than two standing committees for an initial term of two years. The faculty, student, and staff liaisons to the Board will serve as a resource to the Board when called upon in committee and full board meetings. The President, or the President's designee, will serve as an ex officio member of each standing committee, with voice but no vote.

B.      The Chairperson of the Board, shall at the same time, appoint a committee chair from among the members of the committee.

C.      A simple majority of a committee, excluding non-voting members, shall constitute a quorum.

D.     Each committee shall meet at least once between regular Board meetings and in conjunction with quarterly Board meetings and shall hold other meetings as necessary.

Academic Affairs, Student Affairs, and Enrollment Committee

A.      This committee shall consider changes in the academic programs of the University, monitor and guide improvement in the academic quality and student environment of the University, and make recommendations to the Board regarding the institution's policies, plans, and initiatives for student recruitment, retention, marketing, and financial assistance.

B.      The Committee shall provide governance oversight on such matters as academic programs and initiatives, student affairs, retention, and recruitment and marketing programs and plans. 

Responsibilities of the Committee include but are not limited to the following:

A.      Consider and recommend to the Board the establishment of new academic organizations such as colleges, institutes, and centers as well as major academic reorganizations and name changes;

B.      Consider and recommend to the Board proposals concerning the development of new academic programs and degrees and the substantial revisions of existing programs relating to instruction, research, and service;

C.      Consider and recommend to the Board, reaffirmation or revisions as needed, of the educational mission and overarching objectives of the University;

D.     Consider and recommend to the Board all proposals relating to contractual relationships with exchange programs or partner programs leading to study abroad;

E.      Consider and recommend to the Board all proposals relating to articulation agreements leading to the acceptance of transfer credits;

F.       Consider and recommend to the Board candidates for honorary degrees;

G.     Consider and recommend to the Board candidates for emeriti faculty status;

H.     Consider and recommend to the Board any action related to faculty tenure and promotion;

I.        Consider and recommend to the Board, reaffirmation or revisions as presented, of the Council of Student Leaders' Constitution and governance guidelines;

J.        Consider and recommend to the Finance Committee and Board all proposals relating to large-scale contractual relationships with vendors including, but not limited to those that provide online academic programming, or auxiliary services such as food service, catering, or other which are expected to exceed $100,000; and

K.      Consider and recommend to the Board all proposals relating to changes in policies related to Academic Affairs, Student Affairs, and Enrollment and Marketing.

The Committee will provide general oversight in order to:

A.      Review University assessment protocols to ensure adequacy to meet accreditation standards regarding the effectiveness of the University's academic programs;

B.      Review and recommend to the Board guidelines and criteria used for conferring various University level academic-related awards;

C.      Review administration reports regarding programing, compliance, and key performance or data indicators related to Academic Affairs, Student Affairs, and; Enrollment and Access Management as may be requested by the Committee;

D.     Review and report to the board all metrics related to student health and welfare, residence life, career services and job placement, student development, counseling and substance abuse, student honor and conduct systems, campus social, cultural and recreational programs;

E.      Review and advise the administration related to the achieving of strategic goals aimed at enhancing the overall quality of life for students at the University;

F.       Review and advise the administration regarding the adequacy of assessment protocols are in place to meet accreditation standards regarding the effectiveness of the University's student life programs; and

G.     Review and recommend to the Board guidelines and criteria used for conferring various student life-related awards.

Strategic Planning and Facilities Committee

The Strategic Planning and Facilities Committee will be responsible for the review, consideration, and approval of any institutional long range integrated and strategic plans and supporting data of each plan.  Such plans and any updates thereof shall be reviewed no less than biennially, and recommendations for adoption and/or amendment of any plans or amendments shall be made to the full Board.   Any plan or update of such plan shall include specific and quantifiable metrics by date to assess institutional progress. Metrics and results shall be reviewed no less than annually by the committee.   The committee shall also review and approve any corrective action plans to remedy any deficiency in meeting an institutional goal.  

The Strategic Planning and Facilities Committee shall also examine the proposals concerning the development and maintenance of a capital improvement plan; the priority of building needs and deferred maintenance; the location, design, and erection of new structures; and the maintenance and improvement of buildings and grounds, which must be aligned to strategic planning. Before making recommendations to the Board, this Committee shall submit its recommendations to the Committee on Finance for review and approval of any and all expenditures not provided for in an approved budget. Both committees will concur with proposed actions before consideration by the full Board. 

Responsibilities of the Committee include but are not limited to the following:

A.      Consider and recommend to the Board any changes to the University Strategic Plan and provide an annual update;

B.      Consider and recommend to the Board appropriate action, in coordination with the Finance Committee, for approval on any actions regarding the acquisition and disposition or encumbrance of real property owned by the University;

C.      Consider and recommend to the Board, based on the review of the Capital Improvement Plan, need of revision and provide oversight with respect to trajectories, planning and projects and provide recommendations to the Finance Committee and the Board for any actions that may be required for all new construction and renovation projects that exceed $250,000;

D.     Consider and recommend to the Board after reviewing all changes in scope to capital improvement projects that exceed $100,000 in construction costs or that increase project costs by more than 10 percent of the original estimate presented to this committee and the Finance Committee;

E.      Consider and recommend to the Board upon receipt of information the monitoring of all new construction and renovation projects greater than $250,000 along with the construction and renovation schedule and budget to actual expenditures for each project;   

F.       Consider and recommend to the Board the annual list of capital improvements requested for funding by the Legislature, including the Capital Improvement Program projects;

G.     Consider and recommend to the Board, a long-term strategic plan for student housing;

H.     Review administration plans related to the general safety and overall aesthetic appearance of the campus and its buildings, grounds, and athletic facilities, ensuring that the campus is a beautiful and safe place for academic achievement and athletic success;

I.        Apprise the Board of matters within the purview of the Committee that may significantly impact finances or legal liability of the University; and

J.        Consider and recommend to the Board matters relating to Information Technology initiatives, projects and services to the University.

The Committee will provide general oversight in order to:

A.      Consider and recommend to the Board adequate plans, policies and programs are in place to promote the effectiveness, integrity and security of the University's information technology systems and their operations;

B.      Consider and recommend to the Board, in collaboration with the External Engagement and Athletics Committee, consideration and recommendation to the Finance Committee the development and implementation of future capital campaigns; and

C.      Consider and recommend to the Board after overseeing and reviewing, the strategic and long-range planning for the institution.

Finance Committee (Audit, Budget, Finance, and Compensation)

The Finance Committee shall provide general oversight and guidance of the University’s fiscal resources and employee welfare, to include its unrestricted resources to support the University's mission. This Committee is charged with reviewing and approving the annual operating, and capital budgets for the University and reviewing appropriate financial statements in order to fulfill its oversight responsibility. The Committee shall exercise its duties to ensure the University’s workforce planning and financial investments in employees are in support of the University’s values of equity, diversity, and inclusion.

Responsibilities of the Committee include but are not limited to the following:

A.      Consider and recommend to the Board for approval an annual operating budget that integrates strategic objectives and initiatives. Recommend the annual tuition, program, course, auxiliary and applied fees, and room and board rates for in-state, out-of-state, resident and non-resident undergraduate and graduate students, inclusive of online and hybrid students, amounts to the Board. Monitor Board-approved budget;

B.      Consider and recommend to the Board long-term financial goals and strategies while overseeing strategy implementation and monitoring the financial performance and operations of the University;

C.      Consider and recommend to the Board at least annually, and with input from the Strategic Planning and Facilities Committee, capital structure and strategies, financial ratios and liquidity, and capital budget performance;

D.     Consider and recommend to the Board, upon recommendation from the Strategic Planning and Facilities Committee, any acquisition or disposal of land or other real property;

E.      Consider and recommend to the Board capital structure, including debt policy, incurrence of any indebtedness, and refunding of current bonds, and major equipment acquisition or capital expenditures in excess of $250,000;

F.       Consider and recommend to the Board any proposal concerning the purchase, sale, lease, exchange or other disposition of any significant assets whose value exceeds $100,000 or involve real property assets of the University;

G.      Ensure the Univesity maintains financial reserves adequate to advance its long-term strategic planning, meet short-term objectives, and mitigate current and future risk by considering and reviewing all disbursements of unrestricted resources. Recommend to the Board any disbursement requests from unrestricted resources in excess of $150,000;   

H.      Consider and recommend to the Board, with the concurrence of the Strategic Planning and Facilities Committee, any proposal concerning the construction of new facilities or major renovations of current facilities;

I.      Consider and recommend to the Board after annual examination of internal and external reports, including audits, on the financial performance of the University; and

J.       Ensure proper and adequate coverage related to the University's directors and officers liability Insurance (D & O).

K.        Review an annual update on policy changes related to equal opportunity and employment, employee relations, and general welfare of the faculty and staff.

L.      Review policies, protocols, and data indicators regarding faculty and staff compensation, excepting the President of the University, including salary and benefit plans, faculty and staff diversity and other personnel programs.

M.       Review personnel actions related to a salary offer of $100,000 or greater, salary adjustments resulting in a final salary of $100,000 or greater, any salary action resulting in a salary increase of 15% or greater, and any personnel actions which may exceed the term of the current President of the University, excepting faculty with a salary offer of less than $100,000 and the President of the University.

The Committee will provide general oversight in order to:

A.      Ensure adequate plans and programs are in place to promote the effectiveness, integrity and security of the University's financial accounting systems and their operations;

B.      Review policies and programs related to Human Resources including but not limited to: faculty and staff compensation, including salary and benefit plans, and other personnel programs; equal opportunity and employment, employee relations, and general welfare of the faculty and staff; finance, budget, procurement, and financial aid; 

C.      Review the administration’s plans, protocols, and key performance or data indicators related to finance, business and human resource divisions and report to the Board; and

D.     Review, prior to any binding commitment or execution of contract, personnel actions related to a salary offer of $100,000 or greater, salary adjustments resulting in a final salary of $100,000 or greater, any salary action resulting in a salary increase of 15% or greater, and any personnel actions which may exceed the term of the current President of the University, excepting faculty with a salary offer of less than $100,000 and the President of the University.

External Engagement and Athletics Committee

The External Engagement Committee will strategically review, assess and advance issues related to Winthrop University’s external relations. These include marketing and brand management, fundraising efforts, and engagement with alumni, donors, federal, state, and local governments, policymakers and intercollegiate athletics under the purview of the University’s policies and practices. This Committee will enact the Board’s responsibility of preserving and protecting the value of the University’s brand by reviewing reports, information, data, and opportunities and by making recommendations foundational to the historical legacies and relevancy of the Institution in the 21st Century.

Responsibilities of the Committee include but are not limited to the following:

A.      In collaboration with the Strategic Planning and Facilities Committee, consider and recommend to the Board the development and implementation of future capital campaigns;

B.      Consider and recommend to the Board affirmation or revisions as needed to all Memorandums of Understanding related to Winthrop University;

C.      Annually review all new or renewed external engagement and athletic related contracts expected to exceed $100,000 with vendors offering services related to development, marketing, and communications; 

D.     Consider and apprise of the Board the legislative agenda and foster the development and growth of relationships with federal, state, and local elected officials;

E.      Consider and apprise to the Board of Trustees candidates for the Athletic Hall of Fame;

F.       Consider and recommend to the Board all proposals relating to the addition or deletion of collegiate sports;

G.     Consider and recommend to the Board all proposals to relating to changes in major organization affiliations in intercollegiate athletics;

H.     Review and report to the Board policies governing the entire range of student athletes’ engagement, use of alcohol at events, intercollegiate athletic activities of the University, communications and marketing, advancement, and external relations;

I.        Consider and recommend to the Board the athletics budget, in coordination with the Finance Committee, to ensure the university is operating a financially sound athletics program focused on the welfare of student athletes;

J.        Review and report to the Board all fundraising activities for athletics to ensure it accomplishes its goals; 

K.      Review and report to the Board the marketing and branding plans, strategies and efforts of the University; and

L.       Review and recommend to the Board the naming of buildings, colleges and spaces, both internal and external and with and without financial gifts or funding associated, prior to verbal and/or documented commitments by the administration All naming rights will be granted in accordance with University Policy. 

The Committee will provide general oversight in order to:

A.      Review the annual development income in total and by select categories;

B.      Review fundraising priorities in support of University objectives;

C.      Consider and recommend to the Board development options provided to members of all Winthrop affiliated Boards to ensure they are afforded opportunities that will maximize their ability to participate in development activities;

D.     Review annual activities of the Alumni Association to ensure the University's relationships and communications with alumni are positive and rewarding;

E.      Consider and recommend to the Board policies pertaining to institutional marketing, fundraising, and alumni relations;

F.       Consider and recommend to the Board guidelines and criteria used for conferring various alumni-related awards;

G.     Review and report to the Board data indicators and metrics related to community engagement, government relations, and media relations;

H.     Review and report to the Board adequacy of assessment protocols in place to demonstrate the intercollegiate athletic programs conform to the academic standards of Winthrop and federal regulations related to athletics, to NCAA, Title IX and specific athletic Conference requirements. 

 

Article VII – 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 shall 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 and/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 discuss any matters set forth on the meeting agenda without taking action and 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 per the Code of Laws of South Carolina.

E.      The Board shall review and discuss personnel, contractual, and legal issues in Executive Session as permitted 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.

G.     Individuals or representatives of groups who wish to address the Board of Trustees regarding an item on the agenda may do so as outlined in policy.

H.     The Board of Trustees shall conduct all meetings face-to-face with the exception of special circumstances. Trustees are expected to participate accordingly. Under special circumstances, requiring the Board to meet virtually, the administration shall provide a virtual option for the meeting to be open to the public and University employees. In compliance with the South Carolina Freedom of Information Act, Board meetings are always open to the public and meeting dates and locations are made public in advance.

I.         Under special circumstances, the Board may permit any or all Trustees to participate in a meeting by, or conduct the meeting through, use of any means of telephonic or electronic communication with prior approval from the Chair. 

 

Article VIII – 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 SC Code of Laws.  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.

Although the President serves as the official spokesperson of the University, the Board Chair may communicate in this same capacity with prior notification to the President.  

The Director of Internal Audit and the General Counsel are expected to report to the Board any significant concerns that could result in substantial financial, reputational, or other harm to 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.

 

Article IX – 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.

In the event that any provision in these by-laws shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Unanimously adopted at the public meeting of the Winthrop University Board of Trustees on July 12, 2021.  Previous amendments: October 29, 1993, June 13, 1997, June 9, 2000, February 7, 2003, February 23, 2008, June 5, 2009, November 6, 2009, December 13, 2013, March 2, 2014, June 26, 2014, January 28, 2017, February 3, 2017, June 22, 2018, and June 25, 2021,

Last Updated: 7/14/21