Duke University

Bylaws of Duke University

 ARTICLE I.  AIMS

1.  The aims of Duke University (the "University") were originally set forth in a statement that President John C. Kilgo wrote for Trinity College in 1903. Kilgo's statement, which grounded the University's purposes in the Christian tradition of intellectual inquiry and service to the world, was adapted for Duke University upon its establishment in 1924. Recognizing its origin in this tradition, its continuing relationship to The United Methodist Church, and the diverse constituency that has developed since its founding, the University is committed to creating a rigorous scholarly community characterized by generous hospitality towards diverse religious and cultural traditions.  The University therefore pursues the following aims: to foster a lively relationship between knowledge and faith; to advance learning in all lines of truth; to defend scholarship against all false notions and ideals; to develop a love of freedom and truth; to promote a respectful spirit of dialogue and understanding; to discourage all partisan and sectarian strife; and to further the advancement of knowledge in service to society. The affairs of the university will always be guided by these ends. 

ARTICLE II.  BOARD OF TRUSTEES

1.   Powers.  All powers of the University shall be vested in a Board of Trustees ("Board") consisting of thirty-six elected members ("Trustees") and the President of the University, ex officio.

2.   Nomination and Elections.  The thirty-six elected Trustees shall be elected as follows: twelve by the North Carolina Conference of the United Methodist Church; twelve by the Western North Carolina Conference of the United Methodist Church and twelve by the graduates of Duke University.  Any student, faculty member, alumnus, Trustee, or other friend of the University may offer candidates for consideration.  A roster of such candidates shall be kept in the office of the University Secretary, and it shall be reviewed whenever vacancies are expected to occur.  The Executive Committee shall then make its recommendations to the Board of Trustees, and the Board, after hearing the recommendations of the Executive Committee, and by a majority of the Trustees present at any regular meeting, shall nominate the persons to be elected Trustees and submit its nominations to the appropriate conference of the United Methodist Church and the graduates.

Except as provided elsewhere herein, no person who is an employee of Duke University or any subsidiary or affiliate thereof eligible for benefits as such employee shall be elected a Trustee.

3.   Term and Length of Service.  The term of office of a Trustee shall be six years, beginning on the first day of July following election. No person shall serve more than two consecutive six-year terms, with renewed eligibility for election to the Board following not less than two years' absence of membership.

4.   Vacancies.  Any vacancy in the membership of the Board may be filled for the remainder of that fiscal year by a majority vote of the Trustees present at a regular meeting of the Board from the roster of nominees.  After completing service for the remainder of the fiscal year, the trustee may serve two consecutive six-year terms as provided in II.3. above. 

5.   Retirement.  A Trustee shall retire on the first day of July after attaining the age of seventy-two years.

6.   Emeritus.  The Board may elect a retiring Trustee a Trustee Emeritus. Trustees Emeriti shall be entitled to receive notice of all meetings of the Board and attend and participate in designated meetings, but shall not have the right to vote.  Trustees Emeriti may be invited by the Chair of the Board to sit as a member of any committee other than the Executive Committee.

7.   Removal.  Any Trustee who may refuse or neglect to discharge the duties of a Trustee may be removed by the affirmative vote of three-fourths of the members of the entire Board of Trustees.

ARTICLE III.  MEETINGS OF THE BOARD

1.   Annual Meeting.  Annual meetings of the Board of Trustees shall be held on the day next preceding the day on which the graduation exercises take place.

2.   Regular Meetings.  Unless otherwise provided by the Board, regular meetings of the Board shall be held on the Friday preceding the day on which Founders' Day is celebrated, the first Friday in December, and the last Friday in February.

3.   Special Meetings.  Special meetings shall be held upon the call of the Chair, or upon written request of twelve or more Trustees addressed to the Secretary, with a copy to the Chair specifying the business to be transacted at the meeting.

4.   Notice.  The Secretary shall give at least five days' notice to each member of the Board stating the time and place of all meetings and the purpose of any special meeting. 

5.   Place.  All meetings of the Board of Trustees shall be held at Duke University in the City of Durham, North Carolina, except that the Trustees by vote, or written assent, of a majority of the then members of the Board may designate another place for any meeting. 

6.   Quorum.  A majority of the then members of the Board of Trustees shall be a quorum for the transaction of business.  A Trustee shall be deemed present at a meeting of the Board of Trustees if that Trustee participates in the meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. 

7.   Presumption of Assent.  A Trustee who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that Trustee's contrary vote or abstention is recorded or that Trustee's dissent or abstention is otherwise entered in the minutes of the meeting or unless that Trustee shall file a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the University Secretary immediately after the adjournment of the meeting.  Such right to dissent or abstention shall not apply to a Trustee who voted in favor of such action. 

8.   Action Without a Meeting.  Any action required or permitted to be taken by the Board of Trustees at a meeting may be taken without a meeting by unanimous consent of all Trustees represented by one or more written consents describing the action so taken, signed by each Trustee, and filed with the University Secretary and included in the corporate minutes or filed with the corporate records.  For the purpose of this Article III.8, "written consents" shall include consents by members of the Board of Trustees in electronic form and delivered by electronic mail. 

ARTICLE IV.  OFFICERS OF THE BOARD 

1.   Officers of the Board.  The Officers of the Board shall be a Chair, one or more Vice Chairs, and a Secretary.

2.   Election.    With the exception of the Chair, the Officers of the Board of Trustees shall be elected at its annual meeting for terms of one year or until their successors are elected and qualified.  In the case of the Chair, election shall be for a two-year term, subject to re-election for one additional two-year term.  The trustee holding the office of Chair may serve out the term or terms of Chair without regard to the limits of service set forth in Article II.3. and Article II.5. above.

 3.   Duties. 

      a.   The Chair shall preside at all meetings of the Board, shall represent the Trustees at public meetings of the University, and shall be a member of and Chair of the Executive Committee. 

      b.   The Vice Chair shall perform the duties of the Chair in the absence or disability of the Chair, or in the event of a vacancy in that office. 

      c.   The University Secretary shall also be the Secretary of the Board of Trustees. The Secretary shall record the minutes of all meetings of the Board and its Executive Committee and shall have custody of the University's Charter, Bylaws, minutes, records, and other documents of the Board and its Committees.  The Secretary shall send a copy of the minutes to each member of the Board promptly after each meeting of the Board and of the Executive Committee. 

4.   Vacancies.  A vacancy in any office of the Board of Trustees may be filled for the unexpired term by the Board of Trustees. 


ARTICLE V.  COMMITTEES OF THE BOARD 

1.   Standing Committees.  The standing committees of the Board shall be: 

      a.   The Executive Committee

      b.   The Academic Affairs Committee

      c.   The Audit Committee

      d.   The Business and Finance Committee

      e.   The Facilities and Environment Committee

      f.    The Human Resources Committee

      g.   The Institutional Advancement Committee

      h.   The Medical Center Academic Affairs Committee

      i.    The Undergraduate Education Committee 

2.   Other Committees.  The Board may authorize and establish other committees from time to time.

3.   Committee Membership

      a.   The Board of Trustees shall elect the chairs (who shall be Trustees) and other Trustee members of the committees at the annual meeting.  A Trustee shall normally serve two years on a committee before being considered for election to a different committee. Insofar as practical, Trustee membership on the committees shall be rotated. 

      b.   The Board of Trustees, in its discretion, may elect representatives of the faculty and student body from lists of nominations developed by the President in consultation with representative student and faculty groups.  The term of any faculty and student committee member who may be elected shall be one year.  The election of other committee members shall be effected by the Board of Trustees in accordance with the membership requirements of each committee. 

      c.   Subject to specific limitations set forth herein, the number of Trustee members and non-Trustee members of any standing committee shall be determined by the Board of Trustees, and the Trustees may authorize and elect such committee members at any meeting. 

4.   Vacancies.  Any vacancy in a committee's membership or committee chair or vice chair shall be filled by the Chair of the Board of Trustees after consultation with the President of the University. 

5.   Powers and Duties.  The committees of the Board shall have the powers and duties set forth in these Bylaws and such other powers and duties as the Board may delegate to them and as may be set forth in each committee charter.

6.   Meetings.  Each committee shall meet at such times and places and upon such notice as it may determine, and shall file a copy of the minutes of each meeting with the University Secretary. 

7.   Attendance and Voting.  The Chair of the Board of Trustees, the President of the University, and the Secretary of the Board of Trustees shall be entitled to attend the meetings of each committee and to participate in all discussions of such committee; provided, however, unless named as members of a specific committee, those officers shall not have voting rights nor shall their attendance at a meeting count toward the presence of a quorum.  

8.   Quorum.  A majority of the members of a committee shall be a quorum for the transaction of business.  A member shall be deemed present at a meeting of the committee if that member participates in the meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  The attendance of non-voting committee members and invited persons who are not committee members at a committee meeting shall not count toward the presence of a quorum. 

9.   Action Without a Meeting.  Except with regard to action without a meeting by the Executive Committee which is described in Article VI, below, any action required or permitted to be taken by a committee may be taken without a meeting by consent of a majority of the voting members of a committee represented by one or more written consents describing the action so taken, signed by the committee members voting, and filed in the minutes of the proceedings of the committee.  For the purpose of this Article V.9, "written consents" shall include consents by committee members in electronic form and delivered by electronic mail.

10. Committee Charters.  Each standing committee shall have a charter describing in detail its purposes, authority, responsibilities, membership, and operating procedures.

11. Reporting.  Each standing committee shall report its activities, and its findings and recommendations, to the Board of Trustees or the Executive Committee. 

ARTICLE VI.  EXECUTIVE COMMITTEE 

1.   Membership.  The Chair of the Board (to serve as Chair), the Vice Chair(s) of the Board (to serve as Vice Chair(s)), the President of the University, the Chair of each standing committee, the Chair of the Duke University Health System, Inc. Board of Directors, the Chair of the DUMAC, Inc. Board of Directors, and not more than two Trustee members at-large shall constitute the Executive Committee of the Board. 

2.   Powers and Duties.  The Executive Committee shall: 

      a.   Subject to the provisions of the University's Charter and these Bylaws, exercise all powers of the Board of Trustees in the interim between meetings of the Board. 

      b.   Monitor the performance of the President and determine all elements of compensation and other financial benefits for the President.   

      c.   Determine the reasonableness of the compensation and other financial benefits of all employees who are "Disqualified Persons" as that term is defined from time to time by the University Counsel.  If action is required relating to compensation and other financial benefits for Disqualified Persons before the Committee can next meet, a subcommittee consisting of the Chair of the Board of Trustees, the Chair of the Business and Finance Committee, the Chair of the DUHS Board of Directors, the President of Duke University, and up to two members-at-large from among the Executive Committee is authorized to take such required action. 

      d.   Recommend candidates for the Board of Trustees in accordance with Article II.2, above. 

      e.   Exercise oversight of the management of the investment assets of the University and its affiliated entities, including without limitation the Employees' Retirement Plan of Duke University, and in this regard, exercise oversight of the operations of and appoint all of the members of the governing board of DUMAC, Inc. 

      f.    Exercise oversight of the University's controlled nonprofit affiliate, Duke University Health System, Inc., which has been formed to own and operate an integrated health system.   

      g.   Exercise oversight of all support corporations affiliated with and controlled by the University, including appointing directors to the governing board of each as specified in the support corporation's bylaws, and receiving the annual reports from all University-controlled support corporations. 

      h.   Appoint such other committees, subcommittees, task forces, and similar groups which may be made up of members selected from Trustees, officers, alumni, students, and friends of Duke University, which shall include at least one Trustee, and with appropriate powers and duties as may be deemed necessary and proper by the Executive Committee. 

      i.    Coordinate the activities of the other standing committees and serve as a forum for the consideration of significant institutional issues and priorities that transcend the jurisdiction of the other standing committees of the Board. 

      j.    Serve as a conflict of interest committee to review potential conflicts of interest of the Trustees. 

3.   Action Without a Meeting.  Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting by unanimous consent of all members represented by one or more written consents describing the action so taken, signed by each member, and filed with the University Secretary and included in the corporate minutes or filed with the corporate records.   For the purpose of compliance with this Article VI.3, "written consents" shall include consents by members in electronic form and delivered by electronic mail.  

ARTICLE VII.  ACADEMIC AFFAIRS COMMITTEE 

1.   Membership.  The Academic Affairs Committee shall be composed of not less than four Trustees, two of whom shall also be members of the Medical Center Academic Affairs Committee, at least two faculty members, and at least two students (at least one of whom shall be a graduate or professional student).  The Provost shall serve, ex officio, as a non-voting member of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee.

2.  Powers and Duties.  The Academic Affairs  Committee oversees all activities that support the academic mission of the University, including the articulation of the academic mission of the University, enhancing the quality of the academic program, considering new academic programs and significant modifications in existing academic programs, fostering faculty development and other faculty priorities, all matters relating to the graduate and professional student experience (including academic, extra-curricular, and co-curricular affairs), promoting scholarly research, and overseeing strategic planning for the University and its constituent schools.  The Committee's jurisdiction coordinates with, but does not extend to, matters under the jurisdiction of the Medical Center Academic Affairs Committee or the Undergraduate Education Committee.   

ARTICLE VIII.  AUDIT COMMITTEE 

1.   Membership.  The Audit Committee shall be composed of not less than five Trustees who shall be active members of the Board of Trustees who are independent of management.  Committee members should be financially literate; have a basic understanding of professional accounting standards and the role of independent auditors; and be cognizant of the regulation, financial structure, and operation of nonprofit education, research, and health care institutions.  The Executive Director of Internal Audits shall serve, ex officio, as a non-voting member of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee.  

2.   Powers and Duties.  The Audit Committee serves as the representative of the Board in meeting certain of the University's statutory and fiduciary obligations.  The Committee has principal oversight responsibility for management's system of financial internal controls and the controls over external reporting, the internal and external audit processes, the regulatory compliance functions, institutional ethics and conflicts of interest, and the risk management process.  The Committee provides an avenue of communication between the independent auditor, the Office of Internal Audits, and the Board of Trustees.

ARTICLE IX.  BUSINESS AND FINANCE COMMITTEE

1.   Membership.  The Business and Finance Committee shall be composed of not less than four Trustees, two of whom shall also be members of the Medical Center Academic Affairs Committee, at least one faculty member, and at least one student.  The Executive Vice President shall serve, ex officio, as a non-voting member of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Business and Finance Committee is responsible for safeguarding and monitoring the University's financial stability and long-term economic health.  The Committee serves as the Board's principal forum for the consideration of matters relating to the University's business operations, administration, budgeting, financing, financial reporting, and financial reserves.  On a regular basis the Committee provides the Board with complete financial overviews of the University and recommends policies and procedures governing the funding of yearly operational plans and the financing of long-term capital needs.    

ARTICLE X.  FACILITIES AND ENVIRONMENT COMMITTEE 

1.   Membership.  The Facilities and Environment Committee shall be composed of not less than four Trustees, at least one faculty member, and at least one student.  The Executive Vice President shall serve, ex officio, as a non-voting member of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Committee is responsible for all planning, construction, maintenance, expansion, and renovation projects that impact the University's consolidated infrastructure, physical facilities, and natural environment, including its lands, improvements, and capital equipment. Within parameters established by the Committee and approved by the Board, the Committee oversees capital projects; designs for projects; and certain capital projects of Duke University Health System, Inc.; the selection and appointment of architects, construction managers, and contractors for such projects; acquisition or disposition of property; and operation and maintenance projects of a certain magnitude. The Committee makes appropriate recommendations to the Board concerning the University's Master Plan, buildings, grounds, roads, walkways, parking facilities, utilities, and environmental sustainability and policies relating thereto. 

ARTICLE XI.  HUMAN RESOURCES COMMITTEE

1.   Membership.  The Human Resources Committee shall be composed of not less than four Trustees and at least one faculty member.  The Vice President for Human Resources shall serve, ex officio, as a non-voting member of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Human Resources Committee oversees the University's human resources policies and practices and advises the administration on major aspects of workforce planning, strategy, and investment to ensure that the workforce configuration and culture are optimally suited to the strategic needs of Duke and reflect the University's values of equity, diversity, and inclusion.  The Committee considers and recommends action required to advance the University's strategic mission by promoting fair and respectful practices and compliance with all applicable employment, labor, and workplace laws.   

ARTICLE XII.  INSTITUTIONAL ADVANCEMENT COMMITTEE 

1.   Membership.  The Institutional Advancement Committee shall be composed of not less than four Trustees, at least one faculty member, and at least one student.  The Vice President for Public Affairs and Government Relations, the Vice President for Durham and Regional Affairs, and the Vice President for Alumni Affairs and Development shall serve, ex officio, as non-voting members of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Institutional Advancement Committee reviews, discusses, and, when appropriate and necessary, recommends action on important and substantive issues and proposals involving development, public affairs and government relations, community affairs, and alumni affairs.  The Committee reviews and recommends University-wide policies and practices concerning philanthropic giving, fundraising initiatives, alumni programming, communications and media, government and public relations, and community affairs.  

ARTICLE XIII.  MEDICAL CENTER ACADEMIC AFFAIRS COMMITTEE 

1.   Membership.  The Medical Center Academic Affairs Committee shall be composed of not less than four Trustees, two of whom shall be members of the Academic Affairs Committee, and two of whom shall be members of the Business and Finance Committee; at least two faculty members; and at least two students, one of whom shall be the President of the Davison Council.  The Provost and the Chancellor for Health Affairs shall serve, ex officio, as non-voting members of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Medical Center Academic Affairs Committee oversees all activities that support the academic mission of the Medical Center, which is defined as the School of Medicine, the School of Nursing, Duke-NUS Graduate Medical School Singapore, and all academic institutes and programs affiliated with these schools.  This oversight responsibility shall include consideration and recommendations relating to programs, policies, and projects of the constituent schools and programs within the Medical Center, coordination with the Business and Finance and Facilities and Environment Committees regarding budget and financial affairs and capital projects of the Medical Center, and all matters relating to Medical Center students, including academic, extra-curricular and co-curricular affairs. 

ARTICLE XIV.  UNDERGRADUATE EDUCATION COMMITTEE 

1.   Membership.  The Undergraduate Education Committee shall be composed of not less than four Trustees, at least two faculty members, and at least three students.  The Provost and the Dean for Undergraduate Education shall serve, ex officio, as non-voting members of the Committee, and the President may appoint other non-voting members as required to properly exercise the duties of the Committee. 

2.   Powers and Duties.  The Undergraduate Education Committee is responsible for the academic, social, ethical, and personal development of undergraduate students.  The Undergraduate Education Committee oversees and recommends policies relating to the undergraduate experience, including academic studies; curriculum; residence life; student governance and activities; and the general physical, psychological, and spiritual well-being of undergraduate students. 

ARTICLE XV.  OFFICERS OF THE UNIVERSITY 

1.   The Officers of the University shall be a President, a Provost, a Chancellor for Health Affairs, an Executive Vice President, a Treasurer, a University Counsel, and a University Secretary.  One person may hold more than one office, except that the offices of President and Secretary may not be held by the same person.

2.   All Officers of the University shall be elected by the Board of Trustees and shall serve until their successors are elected and have taken office.   

3.   The Officers of the University and the personnel reporting to them shall be bonded to the extent periodically determined to be appropriate by the Executive Committee. 

ARTICLE XVI.  PRESIDENT 

1.   The President shall be the chief educational and administrative officer of the University. The President shall be responsible to the Board of Trustees for the supervision, management, and government of the University, and for interpreting and carrying out the policies of the Board of Trustees.  The President shall have the powers and duties set forth in the University's Charter and in these Bylaws, and such other powers and duties as the Board of Trustees shall delegate. 

2.   The President, or someone designated by the President, shall preside at all academic functions and represent the University before the public. 

3.   The President shall preside at all meetings of the University Faculty.  The President may veto any action taken by the University Faculty or any action taken by the faculty of any college or school in the University and state the reasons for such action. 

4.   The President shall submit a proposed annual budget for the University to the Board of Trustees prior to the beginning of the fiscal year covered by the budget. 

5.   The President shall submit to the Board of Trustees an annual report on the condition, operation, and needs of the University. 

6.   The President shall recommend to the Board of Trustees persons to be Officers of the University other than the President. 

ARTICLE XVII.  PROVOST

1.   The Provost shall be the executive officer, under the President, responsible for all educational affairs and activities of the University, including research and the libraries of the University.  The Provost shall have the powers and duties assigned by the President which shall include appointments and promotions of faculty subject to Article XXIV, and strategic, academic, and budgetary oversight and authority for all Schools other than those of Medicine and Nursing.  The Provost shall report to the President. 

2.   The Provost shall be a member of the faculty of each college and school, and an ex officio member of each committee (other than Committees of the Board of Trustees) or other body concerned with matters for which the Provost is responsible. 

3.   The Provost shall receive recommendations developed by the faculty and educational officers for consideration and recommendation to the President.  The Deans of the Schools of Medicine and Nursing shall participate as regular members of the Provost's cabinet of Deans and shall meet regularly with the Provost regarding matters related to their schools and broader University issues. 

4.   The Provost shall have the responsibility to consult regularly with the Chancellor for Health Affairs. 

ARTICLE XVIII.  EXECUTIVE VICE PRESIDENT 

1.   The Executive Vice President shall be the executive officer, under the President, responsible for all business and finance, including accounting and auditing, preparation of budgets, fiscal planning, and operating of services of the University.  The Executive Vice President shall have the powers and duties assigned by the President and shall report to the President. 

2.   The Executive Vice President shall have custody of all funds, records, contracts, agreements, deeds, and other documents of the University or relating to its operations or properties, except minutes of meetings. 

3.   The Executive Vice President shall submit to each regular meeting of the Board of Trustees a report on the finances of the University and shall coordinate with the Treasurer to ensure the submission to the Board of Trustees at the end of each fiscal year an account of all receipts and disbursements for the preceding fiscal year and a statement in such detail as the Board of Trustees may require of the financial condition of the University at the end of such fiscal year.

ARTICLE XIX.  CHANCELLOR FOR HEALTH AFFAIRS 

1.   The Chancellor for Health Affairs shall be the executive officer, under the President, responsible for all operations of the Medical Center.  The Chancellor for Health Affairs shall have the powers and duties assigned by the President. 

2.   The Chancellor for Health Affairs shall serve as the chief academic officer of the Medical Center, and shall exercise strategic, academic and budgetary oversight and authority for the Schools of Medicine and Nursing.  The Chancellor shall consult regularly with the Provost and the President on all relevant academic matters, particularly those that are strategic, interdisciplinary, and have major budgetary significance.  It is the responsibility of the Chancellor for Health Affairs to ensure that the President and the Provost are satisfied fully that the standards of quality for the University with respect to academic strategy, programs, and faculty development are met or exceeded within the Schools of Medicine and Nursing.

3.   The Chancellor for Health Affairs shall also serve as President and Chief Executive Officer of Duke University Health System, Inc., and President of the Medical Staff, Duke University Hospital. 

4.   The Chancellor for Health Affairs shall report directly to the President of the University. 

ARTICLE XX.  TREASURER

1.   The Treasurer shall report to the President or such officer of the University as the President may direct.

2.   The Treasurer shall prepare, or cause to be prepared, a true statement of the corporation's assets, liabilities, and operating results as of the close of each fiscal year in accordance with generally accepted accounting principles for colleges and universities.  The Treasurer shall coordinate the work of the external auditors employed by the University in the audit of those financial statements.

3.   The Treasurer shall manage the Corporation's external debt and the related reporting and payment requirements associated with external debt compliance matters. In this capacity, the Treasurer shall function as the University's primary liaison with external debt rating agencies.  

4.   The Treasurer shall be responsible for the University's banking relations including, but not limited to, debt-related investment banking relationships and other depository banking account functions.

5.   The Treasurer shall in general perform all of the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Trustees, or by these Bylaws.

ARTICLE XXI.  UNIVERSITY COUNSEL 

1.   The University Counsel shall report directly to the President, and at the request of the Board of Trustees, shall report directly to that body. 

2.   The University Counsel shall be responsible for providing legal counsel, advice and representation to the University in all matters and proceedings, and when appropriate shall employ outside counsel to assist in the carrying out of these responsibilities.  

3.   The University Counsel shall act as counsel to the Board of Trustees and the Executive Committee.  

4.   The University Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of the University Counsel's duties, and may delegate this authority to professional members of the staff of the University Counsel. 

ARTICLE XXII.  UNIVERSITY SECRETARY 

1.   The University Secretary shall report to the President and shall have all of the powers and duties set forth in these Bylaws and the powers and duties commonly incident to the office. The Secretary also shall have the powers and duties assigned by the President. 

2.   The Secretary shall be the custodian of the seal of the corporation and shall affix and attest to same on all duly authorized contracts, deeds, and other documents. 

ARTICLE XXIII.  FACULTY 

1.   The University Faculty shall be composed of the Officers of the University as elected by the Board of Trustees, all deans, professors, associate professors, and assistant professors, and all other full-time members of the instructional staff, Registrar, and the University Librarian, and such other persons as may be designated by the President and approved by the Executive Committee or the Board of Trustees. 

2.   The University Faculty shall be responsible for the conduct of instruction and research in the various colleges and schools in the University.  It may also consider and make recommendations to the President regarding any and all phases of education at the University. 

3.   The University Faculty shall approve and recommend to the Board of Trustees the persons it deems fit to receive degrees or other marks of distinction, and the establishment of any new degree or diploma. 

4.   The University Faculty may organize and exercise its functions through appropriate councils, committees, or other bodies. 

5.   Each college and school in the University may have a faculty of its own, which shall be composed of the President, the Provost, appropriate University administrators, and all members of the University Faculty in the particular college or school.  Each such faculty shall function under the President and other officers of educational administration and be subject to the regulations of the University Faculty. 

ARTICLE XXIV.  TENURE and Distinguished Professorships

1.  Approvals.  Members of the University Faculty shall be granted tenure or elected to a distinguished professorship by the Board of Trustees upon the recommendation of the Provost, with the approval of the President.   

2.   Tenure.  Members of the University Faculty with an unmodified rank of assistant professor, associate professor, or professor in the defined faculty unit (including departments) of their primary appointment shall have tenure after eight years of continuous service at the University, or such shorter period as may be determined for individual cases by the Board of Trustees or its Executive Committee.  In the Medical Center, however, probationary service for tenure may be extended up to, but no more than, three years to faculty positions within defined faculty units (including departments) to provide the extra time deemed necessary to judge tenure qualifications with requisite certainty. 

      a.   Time on approved leaves of absence shall not be deemed to interrupt continuous service. 

      b.   Approved leaves of absence shall ordinarily count as qualified time for tenure unless University Policy defines or the Provost determines, in individual instances or for a defined class of leaves, that time on leave should not count as qualified time for tenure. 

      c.   Service as a member of the University Faculty with a rank other than the unmodified rank of assistant professor, associate professor, or professor shall neither entitle the faculty member to tenure nor count toward the continuous service of a professor, associate professor, or assistant professor who has served previously in such a position.  Modified ranks among the faculty are defined in the Faculty Handbook. 

ARTICLE XXV.  STUDENT BODY 

1.   The student body of Duke University shall be composed of all full-time and part-time students regularly enrolled in the University. 

2.   The student body may consider and make recommendations to the President regarding any and all phases of education and student life at the University. 

3.   The student body may organize and conduct its affairs under elected representative government or governments and through appropriate councils, committees, or other bodies. 

ARTICLE XXVI.  ALUMNI 

1.   The Alumni of Duke University shall be composed of persons who were enrolled for at least two semesters at the University in programs that lead toward degrees.  Individual schools, colleges, and other components of Duke University may adopt policies which recognize, as alumni of that component, individuals who attended courses of study or training programs not leading to degrees. 

2.   The Alumni may consider and make recommendations to the President and to the Board of Trustees regarding any and all phases of education and alumni affairs of the University. 

3.   The Alumni shall organize and conduct its affairs through The Duke University Alumni Association and elected representatives to appropriate boards, councils, committees, and other bodies which are a part of that Association. 

ARTICLE XXVII.  FISCAL YEAR, ACADEMIC YEAR, AND ACADEMIC CALENDAR 

1.   The fiscal year of the University shall commence on July 1 and end on the following June 30. 

2.   The academic year of the University shall commence on or about September 1 and end one calendar year later. 

3.   The President shall establish the academic calendar for each academic year, and designate the day on which the graduation exercises shall take place.


sealARTICLE XXVIII.  SEAL
 

1.   The corporate seal of the corporation shall consist of the seal, which is represented in the space below, and which is hereby adopted as the corporate seal of the corporation.   

ARTICLE XXIX.  INDEMNIFICATION 

1.   Every Trustee and Officer of the University shall be indemnified to the full extent permitted under the provisions of the North Carolina Nonprofit Corporation Act currently in effect and as that statute may be amended from time to time. 

ARTICLE XXX.  PROCEDURE 

1.   Waiver of Notice.  Whenever any notice is required to be given to any Trustee by law, the University's Charter, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 

2.   Rules of Order.  Robert's Rules of Order as last revised shall govern the proceedings of all meetings of the Board of Trustees.

ARTICLE XXXI.  AMENDMENT OF BYLAWS 

1.   These Bylaws may be amended at any regular meeting of the Board of Trustees by the affirmative vote of two-thirds of the then membership of the Board, provided that written notice of the meeting and the proposed amendment to be considered is transmitted by the Secretary of the Board to each member at least twenty (20) days before the meeting by electronic mail or by private or U.S. postal service.  In any event, a review of these Bylaws shall be included as a regular agenda item for the annual meeting of the Board held in accordance with Article III.1 herein to determine whether or not revisions to these Bylaws are required.

Revised May 9, 2014