Bylaws

Board of Advisors, University of Pittsburgh Johnstown

REVISED and APPROVED December 11, 2015

ARTICLE I – NAME

Section I – The name of this organization is Board of Advisors for the University of Pittsburgh Johnstown, hereinafter referred to as the Board.

ARTICLE II – PURPOSE

Section I – The purpose of the Board is to advise the University of Pittsburgh Johnstown concerning the educational and economic needs of the communities served by the University of Pittsburgh Johnstown. The Board shall elicit and maintain public support for the institution and shall provide counsel (give advice) to the administrative officials of the University of Pittsburgh Johnstown in the discharge of their respective functions.

ARTICLE III – MEMBERSHIP

Section 1 – Classes – There shall be two classes of membership: Regular Members and Ex-Officio Members.

Section II – Selection – Regular members in each class shall be appointed by the Chancellor upon the recommendation of the Executive Committee and the concurrence of the Chair, in consultation with the President.

(1) Regular Members – This class shall consist of no more than thirty (30) individuals selected for a three-year term and shall have all the rights and privileges pertaining thereto. Terms shall be staggered so that ten (10) members are selected each year.

(2) Ex-Officio Members – The United States Congressman/Congresswoman representing the 12th Congressional District; each member of the General Assembly of the Commonwealth of Pennsylvania representing House Districts 69 , 71, 72, 73, and 78, and Senate Districts 30 and 35 comprising Cambria, Somerset, and Bedford counties; County Commissioner Presidents (or their designee) from Cambria and Somerset Counties; Chair of the Richland Township Supervisors; and the President of the Alumni Association Board (or other Alumni Association liaison) of the University of Pittsburgh Johnstown shall be eligible for membership in this class for the duration of their terms in office. Members in this class shall have all rights and privileges of membership normally afforded regular members of the Board.

ARTICLE IV – OFFICERS

Section 1 – The officers of the Board shall consist of a Chair, Vice Chair, and Secretary.

Section 2 – Selection – The Chair and the Vice Chair shall be Regular members appointed to a three (3) year term by the Chancellor upon the recommendation of the Executive Committee and the concurrence of the President.
The Secretary, a non-voting member of the Board, shall be appointed by the President.

Section 3 – Duties

(1) Chair– The Chair shall preside at all meetings of the Board; sign all official documents of the Board, and appoint all committees and designate chair thereof. He/she shall also serve as Chair of the Executive Committee and shall serve as an ex-officio member on each standing committee.

(2) Vice Chair – It shall be the duty of the Vice Chair, in the absence of the Chair, to perform the duties required of the Chair. He/she shall also serve as Vice Chair of the Executive Committee and shall serve as an ex-officio member of each standing committee.

(3) Secretary – The secretary, a non-voting member, shall be responsible for keeping all minutes of the meetings of the Board, Executive Committee, and all standing committees; issue notification of meetings; sign all official documents of the Board; and be the depository of all papers and records of the Board.

ARTICLE V – EXECUTIVE COMMITTEE

Section 1 – Membership – The Executive Committee shall consist of the Chair and the Vice Chair of the Board, and as many as seven (7) Regular Members appointed by the Chair, in consultation with the President. The President of the University of Pittsburgh Johnstown shall be an ex-officio member. The Executive Committee will also serve as the Nominating Committee. Committee Chairs will serve as members of the Executive Committee.

Section 2 – Duties – The Executive Committee, when the Board is not in session, shall exercise all the powers of the Board.

Section 3 – Selection – Members shall be selected for three (3) year staggered terms so that at least three (3) members are elected each year.

ARTICLE VI – MEETINGS

Section 1 – Regular Meetings – There shall be three or more regular meetings each year, including an annual meeting, at such times and places as may be determined by the Chair, in consultation with the President of the University of Pittsburgh Johnstown. The Secretary
shall give each member written notice of the date, time, and place of each regular meeting not less than ten (10) days prior thereto. Committees shall meet at least twice a year and these meetings are to be scheduled prior to the regular board meetings.

Section 2 – Special Meetings – Special meetings may be called by the Chair or by the President, and shall be called by the Secretary at the written request of three (3) voting members of the Board.

Section 3 – Executive Committee – Meetings of the Executive Committee shall be subject to the call of the Chair.

Section 4 – Standing Committees – The Chair of the Board, in consultation with the President of the University of Pittsburgh Johnstown, shall establish meeting procedures sufficient to assure satisfactory accomplishment of the Committees’ functions. Committees of the board shall meet at least twice a year, and these meetings are to be scheduled prior to the regular board meetings.

ARTICLE VII – COMMITTEES

Section 1 – Standing Committees – The following standing committees shall exist: Academic Affairs, Student Affairs and Community Engagement, Budget and Planning, and Fundraising and Institutional Advancement.

Section 2 – Membership – Standing committee appointments shall be made from the Regular Member class by the Chair of the Board in consultation with the President of the University of Pittsburgh Johnstown. Committee Chair shall be appointed by the Chair of the Board from the membership of the Executive Committee. The Chair and Vice Chair of the Board and a member of the administration designated by the President of the University of Pittsburgh Johnstown shall serve as non-voting members on each committee.

Section 3 – Duties
Academic Affairs Committee – The Academic Affairs Committee shall provide oversight and review of academic program development, academic program support, placement programs, faculty affairs, and faculty/community relations and shall advise the President in all matters of the University of Pittsburgh Johnstown directly relative to the academic affairs of its students.

Student Affairs and Community Engagement Committee – The Student Affairs and Community Engagement Committee shall provide oversight and review of community service through continuing education activities, and faculty/community relations and shall advise the President of the University of Pittsburgh Johnstown in all matters of the University directly relative to the quality of life of its students.

Budget and Planning Committee – The Budget and Planning Committee shall perform an oversight and advisory function in matters of the University of Pittsburgh Johnstown directly relative to: budget development and long-range preparation; budget performance review and cost containment programs; facilities planning and large capital expenditure activities; and enrollment and personnel manpower planning, insofar as activities relate directly to the general fiscal condition of the University of Pittsburgh Johnstown.

Fundraising and Institutional Advancement Committee – The Fundraising and Institutional Advancement Committee shall advise the President of the University of Pittsburgh Johnstown on the development and operation of programs and procedures designed to promote understanding and support from all publics for the University of Pittsburgh Johnstown’s efforts to fulfill its role as an institution of higher learning. The Committee shall concern itself specifically with programs for fundraising, institutional, community and governmental relations, alumni, administration, and publications.

Section 4 – Terms – Members shall be appointed to Committees for a period of three years. To provide for overlapping terms, the initial appointments shall be for one, two and three-year terms.

ARTICLE VIII – ELECTIONS

Section 1 – Executive Committee – The Executive Committee will be appointed by the Chair of the Board, in consultation with the President of the University of Pittsburgh Johnstown. Membership to the Executive Committee does not require appointment by the Chancellor. The Executive Committee will submit a slate of candidates for election to a three-year term on the Board when vacancies arise. The Executive Committee shall vote on the nominees and an affirmative vote of a majority present is required for election. The names of those persons elected shall be concurred in by the Chair and the President of the University of Pittsburgh Johnstown and submitted to the Chancellor for appointment.

Section 2 – Officers – The nomination and election procedures provided in Section 1 of this Article shall apply for the election of the Chair and Vice Chair of the Board.

Section 3 – Vacancies – Vacancies shall be filled under the normal nominating and election procedures for the length of the unexpired term

ARTICLE IX – QUORUM

Section 1 – Board Meetings – Ten (10) members shall constitute a quorum for the transaction of all business.

Section 2 – Committee Meetings – A majority of the membership of the committee shall constitute a quorum for the transaction of all business.

ARTICLE X – MEETING ATTENDANCE

Section 1 – Board Meetings – Regular members will be afforded the opportunity to participate by conference call in all regularly scheduled meetings of the board. If any member is not an active participant, his/her membership may become vacant, subject to the determination by members of the Executive Committee.

Section 2 – Executive Committee Meetings – If any member of the Executive Committee is not an active participant, his/her membership may become vacant, subject to the determination by remaining members of the Executive Committee.

ARTICLE XI – AMENDMENT

Section 1 – These Bylaws may be amended at any meeting of the Board by an affirmative vote of two-thirds (2/3) of the members present; provided that at least ten (10) days written notice is given of the intention to amend said Bylaws at said meeting, setting forth the proposed amendments