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Bylaws of the University of the Pacific

As revised January 23, 2004.

Article

Board Authority and Responsibilities
Membership of the Board of Regents
Regents Emeriti
Officers of the Board of Regents and Corporation
Terms and Responsibilities of the Chair and Vice Chair of the Board of Regents
Term and Responsibilities of the Secretary
Term and Responsibilities of the Treasurer
Officers of the University: Term, Authority and Responsibilities of the President of the University
Terms, Authority and Responsibilities of the Provost and Vice Presidents
Meetings
Action Without a Formal Meeting
Committees
Composition, Purposes and Responsibilities of the Executive Committee
Composition, Purposes and Responsibilities of the Committee on Regents
Composition, Purposes and Responsibilities of the Finance Committee
Composition, Purposes and Responsibilities of the Audit Committee
Composition, Purposes and Responsibilities of the Academic Affairs Committee
Composition, Purposes and Responsibilities of the University Advancement Committee
Composition, Purposes and Responsibilities of the Student Life Committee
Purposes and Responsibilities of the Facilities Committee
Purposes and Responsibilities of the Investment Committee
Indemnification
Conflict of Interest
Review and Amendment of Bylaws

Article I: Board Authority and Responsibilities | TOP

Section 1: The University of the Pacific was chartered by the California Supreme Court on July 10, 1851 as California's first institution of higher learning under the name California Wesleyan College. It is an educational institution which is a nonprofit public benefit corporation as that term is used in the Corporation Code of the State of California. Pursuant to the Corporations Code, the members of the corporation are the members of the board of regents who shall have and exercise those corporate powers prescribed by law; the board of regents shall have all the powers granted to boards of trustees or boards of directors by the laws of the State of California and shall have such other powers as may be granted by the charter or articles of incorporation of this corporation or by these bylaws.

Section 2: The board of regents shall exercise ultimate institutional authority over the university as set forth in these bylaws and in such other policy documents it deems to be appropriate. These bylaws and other board policy statements shall take precedence over all other institutional statements, documents and policies. Its ultimate authority is affirmed through its general, academic and financial policy-making functions and its responsibility for the financial health and welfare of the corporation. This authority, in consultation with the president, shall include but shall not be limited to these illustrative functions:

Determine and periodically review the mission and purposes of the university.
Appoint the president, who shall be chief executive officer of the university, and set appropriate conditions of employment including compensation.
Establish the conditions of employment of other key institutional officers who serve at the pleasure of the president (in consultation with the board).
Support the president and evaluate his or her performance annually.
Review and approve changes by the president in the academic programs and other major enterprises of the university consistent with the mission, plans and financial resources of the university.
Approve institutional policies that bear on faculty appointment, promotion, tenure and dismissal as well as personnel or anti-discrimination policies for other categories of employees.
Approve the annual budget and annual tuition and fees, regularly monitor the financial condition of the university and establish policy guidelines that affect all institutional assets including investments and the physical plant.
Contribute financially to the fund-raising goals of the university, participate actively in strategies to secure sources of support and authorize university officers to accept gifts or bequests on behalf of the University subject to board policy guidelines.
Authorize any need for debt financing and approve the securing of loans.
Authorize the construction of new buildings, capitalization of deferred maintenance backlogs, and major renovations of existing buildings.
Authorize the purchase, sale and management of all land, buildings, or major equipment.
Approve policies that contribute to the best possible environment for students to learn and develop their abilities and that contributes to the best possible environment for the faculty to teach, pursue their scholarship, and perform public service. These policies include the protection of academic freedom.
Approve all earned degrees through the faculty as the president shall recommend.
Authorize the award of honorary degrees.
Serve actively as advocates for the university in appropriate matters of public policy in consultation with the president and other responsible parties as the board shall determine.
Annually, undertake or authorize evaluations of the performance of the board of regents, collectively and individually.

Section 3: For all purposes for which this Corporation shall be deemed to have members, the members of the board of regents shall be deemed to be the members of the Corporation.

Section 4: The fiscal year of the Corporation shall be from July I to June 30.

Article II: Membership of the Board of Regents | TOP

Section 1: The board of regents shall consist of not less than twenty-one (21) nor more than thirty-three (33) persons.

Section 2: Members of the board of regents who are candidates for reelection shall normally be elected at the annual meeting of the board by a majority of the regents then in office. Any unfulfilled term may be filled through a special election at any meeting of the board of regents.

Section 3: The term of office of a regent shall be three years, beginning on the first day of July following election. Effective July 1, 1998, no person shall serve more than three consecutive terms, with renewed eligibility for election to the Board following not less than one year's absence of membership. Regents shall be classified with respect to the time for which they shall hold office by dividing them into three classes of approximately equal number in each class.

Section 4: All regents serve at the pleasure of the board. A regent may be removed from office by an affirmative vote of two-thirds of the regents.

Section 5: The committee on regents shall recommend candidates for election or reelection to the board through procedures adopted by the board. A slate of candidates shall be provided to all regents together with a balance sheet of regent strengths at least' fifteen (15) days before the annual or regular meeting at which an election is scheduled. Biographical information for each prospective new regent candidate shall be provided.

Article III: Regents Emeriti | TOP

A regent who has served with distinction for at least one term who has retired, resigned or not stood for reelection and has been off the board for at least one year may be designated a Regent Emeritus by the board of regents. Regents Emeriti shall be eligible to serve on all board committees except the executive committee and the committee on regents. They shall not have voting privileges at board meetings and shall not be counted as part of quorum determinations. Regents Emeriti shall be sent notices and minutes of all board meetings and shall be encouraged to attend board meetings or otherwise accept special assignments that are helpful to the board of regents and the university.

Article IV: Officers of the Board of Regents and the Corporation | TOP

Section 1: The officers of the board of regents and the corporation shall be the chair, vice chair, secretary and treasurer. The treasurer shall be the chief financial officer of the corporation and the board of regents. All officers shall be elected annually upon nomination of the committee of regents and/or by members from the floor. Vacancies may be filled by a majority of the members of the board, but election or reelection shall normally take place at the designated annual meeting. All officers shall serve at the pleasure of the board of regents.

Section 2: The chair, vice chair, secretary and treasurer shall be regents. The president shall be a member of the board of regents with full voting rights, and his or her presence at meetings shall- be counted as part of quorum determinations. The other university officers shall not be members of the board.

Section 3: The terms of office for officers will vary as provided elsewhere in these bylaws.

Article V: Terms and Responsibilities of the Chair and Vice Chair of the Board of Regents | TOP

Section 1: The chair shall be empowered to: preside at all board and executive committee meetings, have the right to vote on all questions, appoint committee chairs and vice chairs, determine the composition of all board committees, ad hoc committees and subcommittees, except for the executive committee, and otherwise serve as spokesperson for the board, serve as chair of the executive committee, be an ex-officio member of all other standing committees of the board, and have other duties as the board may prescribe from time to time.

Section 2: In the absence of the chair, the vice chair shall perform the duties of the chair, including presiding at board and executive committee meetings. He or she shall have other powers and duties as the board may prescribe from time to time.

Articles VI: Terms and Responsibilities of the Secretary | TOP

Section 1: The secretary shall ensure that the board of regents is acting in accordance with these bylaws and bylaw amendments are promptly made as necessary, that minutes of board and executive committee meetings are accurate and promptly distributed to all regents, that meetings are properly scheduled and regents, regents emeriti and liaison representatives are notified thereof and that board policy statements and other official records are properly maintained. The secretary shall perform other duties as prescribed from time to time by the board or the chair and may be assisted in all duties by a staff person designated by the president.

Article VII: Term and Responsibilities of the Treasurer | TOP

Section 1: The treasurer shall ordinarily serve as chair of the finance committee of the board of regents and otherwise serve as the key leader of the board an all financial management policy matters. He or she shall monitor the regular receipt by all regents of appropriate and comprehensible financial statements from the administration of the university that include comparisons of revenues and expenditures with both the approved annual budget and the preceding fiscal year for the same time periods. The treasurer shall also monitor that other financial reports, including those for special or major board approved expenditures, university investments and annual or special audits are provided by the administration of the university to all regents in a timely manner for review and discussion as appropriate. He or she shall work closely with the vice president for finance of the university and the board-approved auditor, as appropriate or necessary.

Article VIII: Officers of the University: Term, Authority and Responsibilities of the President of the University | TOP

Section 1: The officers of the university are the president, the provost, and vice presidents.

Section 2: The president serves at the pleasure of the board of regents for such term, compensation and conditions of employment as the board shall determine.

Section 3: The president shall be the chief executive officer of the university and the chief advisor to and executive agent of the board of regents. His or her authority is vested through the board of regents and includes responsibilities for all university educational and managerial affairs. The president is responsible for leading the university, hiring the provost and all vice presidents (in consultation with the board), hiring the Deans, implementing all board policies, keeping the board informed on appropriate matters, consulting with the board in timely fashion on matters appropriate to its policy-making and fiduciary functions, and serving as the key spokesperson for the university. He or she has the authority to execute all documents on behalf of the university and the board of regents, except as reserved to the board, consistent with board policies and the best interests of the university. The president serves as an ex-officio member of all board committees, however, shall not vote on matters involving the president's compensation or audit report(s) of the university.

Article IX: Terms, Authority, and Responsibilities of the Provost and of the Vice Presidents | TOP

The provost and the vice presidents shall serve for such term(s) and have such authority and responsibilities as the president shall determine with the advice and consent of the board of regents. In the absence or disability of the president, the provost shall perform the president's duties unless otherwise determined by the board of regents. In the absence of both the president and the provost, the board of regents shall determine who shall perform the president's duties.

Article X: Meetings | TOP

Section 1: The board of regents shall have at least three (3) regular meetings each calendar year on such dates and at such places as it shall determine. The annual meeting for the purpose of electing regents to a new term and officers shall be the first board meeting scheduled in May of each year. Ten days written notice of the time and place of each such meeting shall be given to regents, regent emeriti, officers of the university, liaisons to the board and other persons invited to attend such meetings. To strengthen university relationships, the chair and chair-elect of the Academic Council, the president and president-elect of the Pacific Alumni Association and the president of the Pacific Student Body are recognized as Liaison representatives to the board of regents and will likewise be sent notices of regents meetings to which they are invited to attend. Liaisons are ex-officio without vote and may not grant substitution by proxy or otherwise.

Section 2: A special meeting may be held at the call of the board chair, the president, or by the written request to the chair or president of any ten regents. Ten days written notice of the time and place of such special meeting shall be sent to all regents by the chair, the secretary of the board of regents or the president together with a clear statement of the purpose(s) of the meeting. Business at such special meeting shall be confined to the stated purpose(s).

Section 3: A quorum for the transaction of business at meetings of the board of regents or its executive committee shall consist of a majority of their respective voting members. Except as otherwise provided in these bylaws or the articles of incorporation, a majority vote of those members present with a proper quorum shall constitute proper action.

Section 4: Except as otherwise provided in these bylaws, Roberts Rules of Order, Revised, shall govern the conduct of business at all meetings of the board of regents.

Article XI: Action Without a Formal Meeting | TOP

Any action required or permitted to be taken by the board of regents may be taken without a meeting pursuant to Section 5211 of the California Corporations Code, as revised. Meetings may be conducted by mail, fax, conference call, telegram, cable or in any other way the regents shall decide. A written consent setting forth the action(s) taken and signed by each appropriate member regent shall be filed with the minutes of the proceedings as soon as practical.

Articles XII: Committees | TOP

Section 1: Each committee shall have a written statement of purpose, role and scope as approved by the board, and such rules of procedure or policy guidelines that it or the board, as appropriate shall a approve. Such statements shall be reviewed annually by each committee and revised, if appropriate. Such committees have oversight responsibilities making recommendations to the board of regents who shall make such decisions as the board deems appropriate.

Section 2: Each standing committee shall have a clearly designated officer of the university or a member of the administrative staff as determined by the president to assist it with its work. Each standing committee shall meet as often as necessary to conduct its business but at least three times annually and shall regularly report on its work and recommendations, in writing, to the board of regents and the president. A majority of the members of the committee shall constitute a quorum. All standing committees shall maintain written minutes which shall be distributed to the regents.

Article XIII: Composition, Purposes and Responsibilities of the Executive Committee | TOP

Section 1 : All members of the executive committee shall be voting regents, and the president of the university, who shall be a member with full voting rights and counted in determining a quorum for the purpose of transacting business. The chair, vice chair, secretary and treasurer of the board of regents shall be members along with the standing committee chairs of finance, academic affairs, the committee on regents, facilities committee, university advancement, investment, and student life. Eligible past chairs of the board of regents may serve on the executive committee for a period of one year following the end of his or her term as chair.

Section 2: The committee shall have the authority to act for the board of regents on all matters except presidential selection and termination and regent and board officer selection, which shall be reserved for the board, changes in institutional mission and purposes; changes to the charter or articles of incorporation; incurring of corporate indebtedness; sale of university assets or tangible property; adoption of the annual budget, conferring degrees and amendment or change to these bylaws. These bylaws or other board policy may reserve other powers for the board of regents. In addition to its authority to take action on emergency matters that cannot or should not be deferred to the next scheduled meeting of the board, the executive committee shall oversee the work of board committees, the university's planning process or progress on planning goals, and the board's responsibility to support the president and evaluate his or her performance, and it shall review annually the president's compensation and conditions of employment.

Article XIV: Composition, Purposes, and Responsibilities of the Committee on Regents | TOP

Section 1: The committee on regents shall have at least five members and not more than seven, all of whom shall be voting regents. The chair, vice chair and members of the committee shall be appointed by the chair of the board of regents.

Section 2: The purpose of the committee on regents is threefold: it shall ensure that the membership and leadership of the board consist of highly qualified and committed individuals, it shall ensure that regular programs of new regent and in service education are maintained, and it shall periodically recommend initiatives by which the board shall assess its performance. It shall review the performance of incumbent regents and board officers, who are eligible for reelection, prepare a balance sheet of the strengths of each regent, maintain a list of qualified candidates for possible nomination, consider cultivation strategies for promising regent candidates, and propose and periodically review the adequacy of a statement of regent responsibilities as adopted by the board.

Section 3: The committee shall seek the assistance of all regents while meeting its responsibilities in accordance with these bylaws, board policies and this committee's rules of procedures as may be adopted by the board of regents.

Article XV: Purposes and Responsibilities of the Finance Committee | TOP

Section 1: The finance committee shall oversee the financial affairs of the corporation, together with personal and real property which has been given to the university by generous donors, other than endowment and other investment assets and except as may be otherwise determined by the board of regents or by these bylaws and shall arrange for an annual external audit of the operations and finances of the university as well as special audits when appropriate.

Section 2: Subject to approval by the board, the finance committee may prescribe the manner in which the accounts of the university shall be kept. On or before the regents' May meeting each year, it shall review and approve the administration's estimate of the income and expenses which may be expected for the fiscal year beginning on July 1. A copy of said estimate together with the committee's recommendation in detail as to the appropriation of the same shall be provided to regents at this meeting of the board, together with the administration's previous estimate of income and expenses for the current fiscal year, as well as a statement of the actual income and expenses thus far received or incurred for that year, which statement shall be in such form as to facilitate comparison between such estimated and actual income and expense, insofar as they are then known.

Section 3: Execution of Instruments of Conveyance and Transfer. The chair, vice chair or treasurer of the corporation or any one of such officers together with the president or the vice president for business and finance, when authorized by the board of regents, may execute and deliver in the name of and on behalf of the corporation all conveyances, transfers or other instruments in writing that may be necessary , proper or expedient to sell or transfer any property of the corporation and such conveyances, transfers or other instruments so executed shall be valid as acts of the corporation.

Article XVI: Purposes and Responsibilities of the Audit Committee TOP

Section I: To monitor the adequacy and integrity of the University’s systems of internal controls, financial reporting, compliance with legal and regulatory requirements and ethics reporting, the audit committee shall do the following:

Select and engage the independent auditor to conduct the annual external audit of the operations and finances of the University;
Discuss and review with the independent auditor the scope and results of the annual independent audit as well as any special audits;
Approve the performance of any non-audit services conducted by the auditing firm for the benefit of the University;
Recommend the internal audit mission statement, charter, and other governance documents related to both internal and external auditing activities in the University;
Review the annual internal audit plan and the extent to which it addresses areas of high risks with the University Auditor and management; and
Review the annual report on the accomplishments of the internal audit department and discuss significant issues of internal control and compliance with the internal auditor and management.

Section 2: Members of the audit committee shall be appointed in the same manner as members of the other standing committees of the Board, except that the chair of the audit committee may not be a member of the finance committee; Members of the finance committee shall constitute less than one-half of the membership of the audit committee; Members of the audit committee must be independent trustees receiving no consulting, advisor, or other fees from the University; One member of the committee must be a financial expert or possess experience supervising those with auditing and/or financial reporting responsibilities; and niether the president nor other employees of the University may be a member of the audit committee; The Vice-president for Business and Finance and the Internal Auditor shall serve as staff to the committee.

Article XVII: Purpose and Responsibilities of the Academic Affairs Committee | TOP

Section 1: The committee reviews academic policies that fulfill institutional mission. In the interest of achieving that mission, the committee considers the quality of instruction, student selectivity and recruitment, and adequacy of resources allocated to instructional programs.

Section 2: The committee's responsibilities include ensuring that the academic program is consistent with the institution's mission; that the institutional budget reflects the university's academic priorities; that faculty personnel policies and procedures complement academic priorities; that the institution's academic programs are appropriate for its students; and, that the institution assesses the effectiveness of its academic programs.

Section 3: Honorary Degrees

The committee shall review all recommendations for honorary degrees including nominations for Order of Pacific. All nominations shall be first submitted to the president of the university. Thereafter, the president will submit the names of the nominees together with his or her recommendations to the committee for its consideration and recommendations to the board of regents. The board of regents shall thereafter approve or disapprove the nomination(s) in whole or in part.

Article XVIII: Purpose and Responsibilities of the University Advancement Committee | TOP

The University Advancement committee shall be responsible for:

reviewing the fundraising requirements as related to current and projected goals and programs of the university;
formulation of a development plan to achieve the financial requirements of the university as determined by the board of regents;
assisting in the implementation of the program necessary to realize the university's development goals in the areas of annual support, capital support, endowment support and planned giving;
review and assessment of the programs to enhance alumni relations and the image of the university.

Article XIX: Purpose and Responsibilities of the Student Life Committee | TOP

Section 1: The committee keeps the mission of the university as its guide and provides leadership for others in focusing on students. In adhering to the mission of the institution and upholding the integrity of the academic enterprise, the committee helps board members and senior administrators broaden their conception of students as consumers of the educational and cultural offerings of the institution and as members of the campus community.

Section 2: The committee responsibilities include representing students' interests in the board's policy-making activities; ensuring adequate resources for student affairs programs; developing awareness of the needs of a changing student body; and, promoting the campus as a community.

Section 3: The student life committee shall ensure the periodic review of programs and activities related to the student life and environment of the campus, including residence halls, health, counseling and advising services, placement, university center programs, intercollegiate athletics and student activities. The committee shall report to the board of regents on all matters relating to student life.

Article XX: Purposes and Responsibilities of the Facilities Committee | TOP

Section 1: The facilities committee is charged with the responsibility for overseeing the University's land and buildings used to accomplish the institutional mission. This responsibility is discharged through the process of determining the overall condition of the plant assuring adequate resources are available to maintain the plant in good repair, and monitoring the status of major renovations and capital construction.

Section 2: The committee should work closely with the academic, student life, finance, advancement committees and the administration as a means to coordinate a close understanding of the resource requirements that projects will entail and to make informed recommendations.

Article XXI: Purposes and Responsibilities of the Investment Committee | TOP

Section 1: Investment Assets, subject to the control and direction of the board of regents and the approval of the president, this committee shall have the following purposes and responsibilities with respect to the investment assets of the university. These investment assets shall consist of property of every kind and nature held or owned by the university for the purpose of short or long term use or investment. No part of the investment assets shall ever be lent or sold to a member of the board of regents or to any corporation, association nor firm of which any member of the board of regents is an officer, director or member. The duties of the committee as related to the investment assets are:

to formulate the investment objectives and policy of the university for the approval of the board of regents;
to recommend an investment program for approval of the board of regents;
to recommend the sale of any real property, real or personal, belonging to the Corporation and forming part of the investment assets.
1. Execution of Instruments of Conveyance and Transfer. The chair, vice chair or treasurer of the corporation or any one of such officers together with the president or the vice president for business and finance, when authorized by the board of regents, may execute and deliver in the name of and on behalf of the corporation all conveyances, transfers or other instruments in writing that may be necessary, proper or expedient to sell or transfer any property of the corporation forming part of the investment assets and such conveyances, transfers or other instruments so executed shall be valid as acts of the corporatio

Section 2: Endowment: All property of every description belonging to this corporation and now or hereafter classified as an endowment shall be kept and administered as a special fund of which only the net income and appreciation may be used per the regents approved spending policy.

The management and administration of the endowment property shall be the responsibility of the investment committee subject to final control of the board of regents. The committee may engage the services of financial managers to manage the endowment funds of the university, subject to guidelines approved by the board of regents.

All money and other personal property capable of manual delivery shall be placed in the custody of custodians of endowment as selected by the board of regents. The investment committee shall assure that Custodians of Endowment provide the general care and supervision of all property classified as endowment and that the custodians provide at all time full, true and correct accounts showing separately the principal of the endowment and income there from and shall render a written statement of account each quarter to the chairs of the executive committee and finance committee, the president of the university and monthly to the vice president for business and finance.

Article XXII: Indemnification | TOP

Each regent and officer of the university shall be indemnified against all expenses necessarily incurred by such regent or officer in connection with the defense of any action, suit or proceeding to which he or she has been made a party by reason of being or having been such regent or officer. The university shall cover such expenses except in relation to matters where the regent or officer shall be adjudicated in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The university shall maintain appropriate regent and officer liability insurance coverage for this purpose.

Article XXIII: Conflict of Interest | TOP

A regent shall be considered to have a conflict of interest if (1) such regent has existing or potential financial or other interests that impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his or her responsibilities to the university, or (2) such regent is aware that a member of his or her family, or any organization in which such regent (or member of his or her family) is an officer, director, employee, member partner, trustee, or controlling stockholder, has such existing or potential financial or other interests.

For the purposes of this provision, a family member is defined as a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the regent. All regents shall disclose to the board any possible conflict of interest at the earliest practical time. Furthermore, the regent shall absent himself or herself from discussions of, and abstain from voting on, such matters under consideration by the board of regents or its committees. The minutes of such meetings shall reflect that disclosure was made and that the regent who has a conflict or possible conflict abstained from discussing or voting on the matter. Any regent who is uncertain whether a conflict of interest may exist in any matter may request that the board or committee resolve the question in his or her absence by majority vote. Each regent shall complete and sign annually a disclosure form available from the secretary of the board of regents.

Article XXIV:Review mid Amendment of Bylaws | TOP

Section 1: These bylaws may be changed or amended at any meeting of the regents by a two-thirds vote of the voting members, provided that notice of the substance of the proposed amendment(s) is sent to all regents at least thirty days before the meeting.

Section 2: These bylaws shall be reviewed periodically by the secretary of the board of regents and the executive committee, who shall recommend any appropriate changes to the board of regents.

Upon adoption of these bylaws, all previous bylaws of the university are abrogated.