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Current Trustees
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By-Laws | Articles
of Incorporation
DePaul University
By-Laws
ARTICLE I
MEMBERS
SECTION 1. MEMBERSHIP . The Members of the Corporation (the Corporation hereinafter referred to as the "University") shall consist of the present Members and such other persons who may from time to time be elected as Members within the provisions of the Articles of Incorporation. The Provincial Superior of the Midwest Province of the Congregation of the Mission shall be a Member of the Corporation. The number of Members shall be as determined from time to time by the Members.
SECTION 2. ELECTION OF MEMBERS. Members shall be elected by the Members at any meeting of the Members.
SECTION 3. TERM AND QUALIFICATIONS. Members shall serve for three-year terms and until their successors are elected and qualified and may succeed themselves in office. One-third of the Members shall stand for election/re-election each year. If a Member resigns or dies with one year or more remaining in his or her term, his or her successor shall be elected only to complete the unexpired term. After reaching the age of seventy-six years, a person shall not be eligible for election or re-election as a Member.
SECTION 4. TERMINATION OF MEMBERSHIP. The Members may at any meeting terminate the Membership of any Member, with or without cause, by the affirmative vote of a majority of the Members then in office.
ARTICLE II
MEETING OF MEMBERS
SECTION 1. ANNUAL MEETING. An annual meeting of the Members shall be held on the third Thursday of May of each year or such other day as the Members of the Corporation shall determine, but in no event later than the last day of June each year.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Members shall be called by the Secretary of the Membership upon direction of the Chairperson of the Membership, the Chairperson of the Board of Trustees, a Vice Chairperson of the Board of Trustees acting for the Chairperson, or of one-fifth (1/5) of the Members then in office.
SECTION 3. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of the Members shall be delivered to each Member entitled to vote at such meeting not less than five nor more than forty days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Member at the address as it appears on the records of the University, with postage thereon prepaid.
SECTION 4. QUORUM . A majority of the Members then in office, present at any meeting in person or by proxy, shall constitute a quorum at such meeting. At any meeting at which a quorum is present, the act of the majority of the Members present in person or by proxy shall constitute the act of the Membership, except, however, that the adoption of amendments to the Articles of Incorporation or to the By-Laws of the University shall require the affirmative vote of a majority of the Members then in office. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; withdrawal of Members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
SECTION 5. PROXIES. Each Member entitled to vote at a meeting of Members or to express consent or dissent to University action in writing without a meeting may authorize another person or persons to act in his or her stead by written proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy provides for a longer period.
SECTION 6. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members of the University, or any other action which may be taken at a meeting of the Members, may be taken without a meeting by a consent in writing signed either by all of the Members, or by Members having the minimum number of votes that would be necessary to take such action at a meeting at which all Members were present and voting. If such consent is signed by less than all of the Members entitled to vote, then such consent shall become effective only: (l) if, at least 5 days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the Members entitled to vote with respect to the subject matter thereof, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those Members entitled to vote who have not consented in writing.
ARTICLE III
GENERAL POWERS OF MEMBERS
SECTION 1. ELECTION OF MEMBERSHIP OFFICERS. At any meeting or by informal action the Members shall elect a Chairperson and Vice Chairperson and Secretary of the Members. The Chairperson shall preside at all meetings of the Members and shall perform the duties usually performed by a presiding officer. The Vice Chairperson shall perform the duties of the Chairperson in this officer's absence or inability to act. The Secretary shall perform the duties usually performed by a Secretary.
SECTION 2. BY-LAWS AFFECTING MEMBERS. The Members shall have the authority to adopt and amend By-Laws of the corporation which affect the authority, rights or duties of the Members, or the manner of exercise or performance of the same.
SECTION 3. ELECTION OF TRUSTEES. The Members shall elect the Trustees at any meeting or by informal action.
SECTION 4. COMMITTEES. The Members may appoint committees to consider specific issues and submit reports and recommendations to the Members.
ARTICLE IV
BOARD OF TRUSTEES
SECTION 1. NUMBER . The Board of Trustees shall consist of such number as the Members may from time to time determine, but, in any event not less than forty (40) nor more than forty-five (45). The Provincial Superior of the Midwest Province of the Congregation of the Mission shall be a member of the Board of Trustees.
SECTION 2. ELECTION, TENURE, AND QUALIFICATION. Trustees, elected by Members, shall serve for three-year terms and until their successors are elected and qualified and may succeed themselves in office. Except as to the Provincial Superior of the Congregation of the Mission of the Midwest Province, a person shall not be elected or re-elected to Board membership after reaching the age of seventy years.
SECTION 3. TERMINATION. Any Trustee may be removed from office, with or without cause, by affirmative vote of a majority of the Members then in office.
SECTION 4. VACANCIES. Any vacancy in the Board may be filled by the Members.
SECTION 5. LIFE TRUSTEES. A Trustee who has served for a minimum of three terms or has served for a minimum of two terms and attained the age of seventy years may, upon recommendation of the Trusteeship Committee, be elected by the Members as a Life Trustee. This position shall be reserved for those Trustees with records of unusual and distinctive service. Life Trustees shall be entitled to receive notices of all meetings of the Board, to attend and speak at all such meetings, to receive minutes of all meetings of the Board and Executive Committee, and to be members of all committees except the Executive Committee. They shall have the power to vote in meetings of any committee on which they may serve, but shall not have voting powers in meetings of the Board. A Life Trustee shall not be counted as a member of the Board for any purpose.
ARTICLE V
POWERS OF TRUSTEES
The Board of Trustees shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the University is formed, except insofar as such powers may be limited by the Articles of Incorporation, these By-Laws, or law.
ARTICLE VI
MEETINGS OF TRUSTEES
SECTION 1. REGULAR MEETINGS. The regular annual meeting of the Board shall be held on the third Thursday of May each year or such other day as the Secretary of the Board of Trustees shall determine, but in no event later than the last day of June each year. The Board may provide by resolution for the holding of additional regular meetings of the Board.
SECTION 2. SPECIAL MEETINGS. Special meetings may be called by the Chairperson, a Vice Chairperson, the President, or by any seven (7) members of the Board. The purpose of the meeting shall be set forth.
SECTION 3. NOTICE. Notice of any meeting of the Board shall be given at least ten (10) days previously thereto by written notice to each Trustee at the address as shown by the records of the University. Notice of the meeting may be waived by the Trustees. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Each notice shall state the place, date and time of the meeting, and in case of a special meeting, the purpose or purposes of the meeting.
SECTION 4. QUORUM. One-third (1/3) of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than one-third of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting to another time without further notice.
SECTION 5. MANNER OF ACTING. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, these By-Laws, or the Articles of Incorporation.
ARTICLE VII
OFFICERS OF THE UNIVERSITY
SECTION 1. ELECTION AND TERMINATION
- The elected officers of the University shall be the Chairperson of the Board of Trustees, and one or more Vice Chairpersons of the Board.
- The elected executive officers of the University shall be the President, the Provost, the Executive Vice President, the Secretary, and at the discretion of the Trustees, the Chancellor.
- The officers are elected by a simple majority of trustees present and voting.
SECTION 2. TERM OF OFFICE
- All elected officers shall serve a term of one year and until their successors are elected or qualified.
- The Board shall determine a process by which the officers of the University shall be nominated for election and re-election. This process shall be administered by the Trusteeship Committee.
- The Executive Committee shall determine a process by which the executive officers shall be nominated for election and re-election.
SECTION 3. QUALIFCATIONS FOR OFFICERS
- CHAIRPERSON AND VICE CHAIRPERSON(S). In order for trustees to be considered for election as Chair or Vice Chair they must have served a minimum of one-three year term and possess an exemplary record of engagement as measured by a dedication to the university’s mission and participation in board activities; most notably committees and philanthropy.
- EXECUTIVE OFFICERS. The Board shall establish the qualifications for the various elected executive officers of the university.
SECTION 4. BOARD MEMBERSHIP. The Chairperson, Vice Chairpersons and President shall be members of the Board. No other officer need be a member of the Board.
SECTION 5. APPOINTED OFFICERS. The President may appoint one or more additional Vice Presidents, the Treasurer and such other officers as may be deemed necessary for the proper management of the University, and such officers shall hold office at the President's pleasure, and shall have such powers and shall perform such duties as may be assigned to each of them by the President.
ARTICLE VIII
OFFICERS' POWER AND DUTIES
SECTION 1. CHAIRPERSON AND VICE CHAIRPERSON(S). The chair person shall preside at all meetings of the Board of Trustees, the Executive Committee, and the Executive Compensation Committee and shall determine the agenda of all Board meetings in consultation with the president and the trustees through the committee structure. After appropriate consultation, this officer shall appoint the membership and leadership of all committees from among the Trustees or such other qualified persons. He/she shall consult with the university’s executive leadership as needed, and shall have such other powers and duties as the Board from time to time may prescribe. In the absence of the Chairperson the Vice Chairperson shall perform the duties of the office of the Chairperson. If there should be two Vice Chairpersons the one who is senior in terms of their service as a trustee shall perform the duties of the office of the Chairperson. In the absence of the Chairperson and Vice Chairperson(s), the President shall temporarily perform the duties of this office.
SECTION 2. PRESIDENT. The President of the University shall be the Chief Executive Officer of the University and the official adviser to, and the executive agent of, the Board and its Executive Committee. This officer shall as educational and administrative head of the University, exercise a general superintendence over all the affairs of the institution, and bring such matters to the attention of the Board as are appropriate to keep the Board fully informed to meet its responsibilities. The President shall have power, on behalf of the Trustees and the University, to perform all acts and execute all documents to make effective the actions of the Board or its Executive Committee. The President shall be an ex-officio member of all committees of the Board, except the Audit Committee.
SECTION 3. CHANCELLOR. The Chancellor, subject to the direction of the President, shall participate in public relations and fund-raising activities of the University, and shall perform such other duties as may be assigned by the Trustees or the President of the University.
SECTION 4. PROVOST. The Provost shall be the Chief Academic Officer of the University. This officer shall be responsible for the development, implementation, and administration of the academic affairs of the University; take initiative in proposing plans and action in academic matters, in reviewing and implementing educational programs and policies, and in meeting and consulting with Deans, Chairpersons, Directors, and members of the faculties. The Provost shall also be empowered to establish faculty committees and to call meetings of any faculty governing body; to recommend to the President the appointment of Deans and Vice Presidents within Academic Affairs, and the appointment of faculty and promotions and tenure. This officer shall be responsible for the supervision of such Vice Presidents, Deans, and Directors who directly report to this office in the administration of their areas and for the approval of faculty assignments. The Provost shall have authority over academic budgets. This officer shall preside at meetings of governing bodies when the President is not present at such meetings, and in the absence of the President, or in case of vacancy in the office, the Provost shall have the powers and perform the duties of the President.
SECTION 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall be the Chief Operating Officer of the University. This officer shall be responsible for the general business affairs of the University, and enter into and execute contracts on behalf of the University. To assist the Executive Vice President in the performance of his/her duties, the President may appoint Vice Presidents responsible for specific operating areas of the University; said Vice Presidents shall report to the Executive Vice President. In order to maintain the proper segregation of accounting and treasury functions, there shall be appointed for the University a Vice President for Finance. The Vice President for Finance shall be the Chief Financial Officer of the University. To assist the Vice President for Finance and reporting to that Officer there shall be appointed for the University a Treasurer and a Controller. The Vice President for Finance in conjunction with the Controller shall maintain adequate records of all assets, liabilities, and transactions of the University, shall see that adequate audits thereof are currently made, and in conjunction with other officers shall develop budgets and other procedures for the efficient conduct of University business. The Vice President for Finance in conjunction with the Treasurer shall have charge and custody of and be responsible for all funds and securities of the University, receive and give receipt for monies due and payable, deposit funds and manage the investments of the University's funds in accordance with the direction of the Board.
SECTION 6. SECRETARY. The Secretary shall have custody of the seal of the University and shall attest to such documents as required in the business of the University. This officer shall give proper notice of all meetings of the Board, shall keep a record of the appointments of all committees of the Trustees, shall keep or cause to be kept a record of the minutes of all meetings of the Trustees and each of its committees, and shall perform such other duties as the President may from time to time prescribe. Any of the duties or powers of the Secretary may be performed by an Assistant Secretary who shall be responsible and report to the Secretary.
ARTICLE IX
COMMITTEES OF THE BOARD
SECTION 1. CREATION.
(a) A majority of the Board of Trustees may create one or more committees. Each committee shall have two or more Trustees, a majority of its membership shall be Trustees, and all committee members shall serve at the pleasure of the Board. The chairperson and vice chairperson of each committee shall be a Trustee. Committee members shall serve until the next annual meeting of the Board of Trustees, or until the appointment of a successor.
SECTION 2. QUORUM. Unless the appointment by the Board of Trustees requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provision of the By-Laws or action by the Board of Trustees, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.
SECTION 3. FUNCTION. Each committee may exercise such authority expressly granted to it by the Board of Trustees, provided, (a) however, that a committee may not:
(1) Adopt a plan for the distribution of the assets of the Corporation, or for dissolution;
(2) Approve or recommend to members any act the Illinois General Not-For-Profit Corporation Act of 1986 requires to be approved by members;
(3) Fill vacancies on the Board or on any of its committees;
(4) Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;
(5) Adopt, amend, or repeal, the By-Laws or the Articles of Incorporation;
(6) Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or
(7) Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board of Trustees when the resolution or action of the Board of Trustees provides by its terms that it shall not be amended, altered, or repealed by action of a committee.
b) The Board of Trustees may create and appoint persons to a commission, advisory body or other such body which may or may not have Trustees as members, which body may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Trustees or to the Officers.
SECTION 4. LIAISON. The Chairperson of the Board of Trustees, after consultation with the chairperson of the particular committee, may request the President of the University to appoint a University Administrator to serve as a liaison between the committee and the Office of the President to assist the committee in carrying out its duties. The Administrator who serves as such liaison participates fully in the work of the committee, but without vote.
SECTION 5. COMMITTEES. The following committees are created and the purpose and function of each committee shall be as stated:
(a) EXECUTIVE COMMITTEE. Unless otherwise specified by the Board of Trustees or in the Articles of Incorporation or By-Laws, the Executive Committee may exercise the authority of the Board of Trustees under Section 108.05 of the Illinois General Not-For-Profit Corporation Act of 1986. It shall review the qualifications for the office of President and other elected officers of the University, periodically review the performance of these officers for the continuation or discontinuance of their appointments, and submit recommendations to the Board for the election or re-election of these officers and, create ad hoc Board committees for the achievement of specific strategic goals. The actions taken by the Executive Committee since the last meeting of the Board of Trustees shall be reported to the Board of Trustees at the next meeting of the Board. The Chairperson and Vice-Chairpersons of the Board of Trustees, and the President of the Corporation shall be members of the Executive Committee.
(b) EXECUTIVE COMPENSATION COMMITTEE. The Executive Compensation Committee annually reviews and approves the compensation of the university's executive and senior leadership. The committee obtains and relies on appropriate comparable compensation data to evaluate the reasonableness of executive and senior leadership compensation and separation arrangements, and maintains a record of the basis for its decisions.
(c) ACADEMIC AFFAIRS COMMITTEE. The Academic Affairs Committee shall review and submit recommendations to the Board on: the appropriateness of educational programs in the light of the University's mission and student body, personnel policies for faculty and academic staff, assessment of the effectiveness and quality of academic programs, and the adequacy of the academic budget and its allocation according to academic priorities. Within this broad group of responsibilities, the Committee may for a given time focus its review on one or more particular topics.
(d) AUDIT COMMITTEE. The Audit Committee shall periodically appraise the financial control and accounting systems of the University and recommend any changes it deems appropriate. It shall recommend a certified public accounting firm as an independent auditor and shall cause to be prepared and submitted to the Board at least once a year an audited statement of the fiscal year and of the receipts and expenditures for each year. The Committee shall review the management letter prepared by the auditor and recommend whatever action the Committee deems appropriate in view of this letter. All members of this Committee shall be Trustees. The President shall not be an ex-officio member, nor shall any other University officer or administrator be an appointed member of the Committee. The President, any other officer or employee of the University, or any designated independent auditor may be requested to appear before the Committee to report on financial conditions and answer questions.
(e) CAPITAL CAMPAIGN COMMITTEE. The Capital Campaign Committee functions to coordinate and oversee the planning, implementation, and successful completion of the university’s next capital campaign in support of Vision twenty12. Its members will also take on public leadership and philanthropic roles in the campaign especially with their fellow trustees, and a wide variety of public, private, and alumni sources of philanthropy. The committee will remain in existence until the planned campaign is completed.
(f) FINANCE COMMITTEE. The Finance Committee shall propose fiscal policies and regulations for adoption by the Board. The Committee shall review with the Administration and recommend for the approval of the Board: the annual operating and capital budgets, changes in tuition schedules and compensation policies, long-term financial planning, long-range borrowing, investment policies, and the employment of investment counsel if such counsel is warranted. This Committee shall receive reports from the Administration and review: the current budget quarterly, risk management annually, major financial transactions that are not provided for in the budget, the management of endowments and short- and long-term investments quarterly, financial plans and their implementation, and age and collectability of receivables. The Committee shall, at the request of the Administration, advise and assist in: financial operating procedures, management of University assets, and other matters having a financial impact on the University.
(g) MISSION COMMITTEE. The Mission Committee shall review and assess the university’s fidelity to its mission and values as well as its Catholic, Vincentian, and urban identity. This oversight will extend over a broad spectrum of the university’s curricular, co-curricular, research, service, diversity, and university ministry activities. Special attention will be paid to efforts that measurably enhance the understanding and support of the university’s identity and mission by all of its internal and external constituencies. The committee shall also be guided in its work by the principles laid out by the apostolic constitution, Ex Corde Ecclesiae and the norms governing its application to Catholic Higher Education in the United States.
(h) TRUSTEESHIP COMMITTEE. The Trusteeship Committee promotes the effectiveness of the Board of Trustees through the recruitment, orientation, and mentorship of new trustees, and provides for the education and continuing formation of the Board. It evaluates trustees who are eligible for re-election, and makes recommendations to the Members of the Corporation for the election and re-election of Trustees, and the election of Life Trustees. The committee is also charged with every aspect of assessing and promoting the effectiveness of individual trustees and the Board of Trustees as a body. Finally, the committee administers the process by which the board elects and re-elects its officers. The Provincial Superior of the Midwest Province of the Congregation of the Mission shall be a member of the Trusteeship Committee.
(i) PHILANTHROPY COMMITTEE. The Philanthropy Committee reviews the University's fund raising policies, priorities, and strategies in relation to the University's strategic and financial plans, and makes recommendations where appropriate. Committee members are actively involved with the President, University Officers, and Development Office staff in identifying, cultivating, and soliciting major gifts. Committee members advocate for philanthropy among the trustees, alumni, and the public. The Committee reviews fund raising progress, and the University's allocation of resources for fund raising activity.
(j) PHYSICAL PLANT AND PROPERTY COMMITTEE. The Physical Plant and Property Committee shall review with the Administration the adequacy, present condition, and utilization of existing facilities, and in the light of this review recommend for the approval of the Board: the acquisition, disposal, and major renovation of University property. It shall also develop for Board approval a long-term facilities philosophy and plan. This plan will include provisions for the allocation of resources and appropriate financing. This Committee shall receive reports from the Administration and review the current status of acquisitions and disposal of University property in progress, major renovations and construction, and the facilities budget.
(k) STUDENT AFFAIRS COMMITTEE. The Student Affairs Committee shall represent the interests of the students in the Board's policy making duties. Toward this end the Committee will assess the quality and extent of the various services offered to the University's heterogeneous student body, the adequacy of their resources allocated to the services, and the processes whereby the students express their views on their changing needs for services and facilities. The Committee shall also submit policy recommendations on such University operations as intercollegiate athletics, University housing, and food services.
ARTICLE X
DISCRIMINATION PROHIBITED
The University shall reinforce the non-discrimination policy enunciated in its Charter, and hence shall not discriminate on the basis of race, color, national origin, religion, sex, age, or handicap in admissions, employment, or provision of service or goods.
ARTICLE XI
INDEMNIFICATION
Each Trustee, Officer, employee or agent of the University shall be indemnified by it against expenses (including attorney's fees) actually and reasonably incurred by such person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the University to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the University, or is or was serving at the request of the University as a director, officer, employee or agent of another corporation, partnership, joint venture (trust or other enterprise) to the extent and under the circumstances permitted by the Illinois Not-For-Profit Act as it may from time to time be amended.
ARTICLE XII
CONFLICT OF INTEREST
All Trustees shall avoid any conflict, or appearance of conflict, between his/her personal interests and the interests of the University in dealing with any organization or individual. In accordance with the Conflict of Interest Policy for Trustees of DePaul University, Trustees shall disclose, and the Executive Committee shall address any existing or potential conflict of interest. No Trustee shall vote on any matter, under consideration at a Board of committee meeting, in which such Trustee has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee having a conflict of interest abstained from voting.
Amended May 16, 2008
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