Article II. Board Operating Procedures
Article IV. Open Meetings Policy
Article V. Officers and Other Leadership Positions of the Board of Trustees
Article VII. President of the University
Article VIII. Conflicts of Interest
Article X. Adoption, Review and Amendment of Bylaws
In accordance with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.) and related legislation, the State of Illinois charges the Board of Trustees of Northern Illinois University with responsibility to operate, manage, control and maintain Northern Illinois University (hereafter also referred to as the "University") and assigns to it broad authority for discharging this responsibility. The Board of Trustees and Northern Illinois University shall operate in accordance with the laws of the State of Illinois and the United States, these Bylaws and the duly approved policies established by the Board of Trustees. If inconsistencies arise, the most current applicable laws shall control the actions of the Board of Trustees and the university.
In order to discharge its statutory responsibilities to the People of Illinois, the Board of Trustees herewith establishes Bylaws intended to encourage efficiencies and facilitate its business. As a result of its statutory charge, the Board is the final institutional authority and, therefore, Board Bylaws, legislation, policies and Regulations have precedence over the Constitution, legislation and policies of the University. However, the Board's focus is one of oversight and policy determination. The Board delegates the conduct of administration and management to the President. It entrusts the conduct of teaching and research through the President to the University faculty. It encourages significant student participation in decision-making processes within the limits of attainable effectiveness.
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The Board of Trustees is a public body with statewide jurisdiction that shall conduct its business and execute its responsibilities in conformity with the Northern Illinois University Law (110 ILCS 685/30-1 et seq.), as it may be amended from time to time.
Unless otherwise provided by applicable law, the physical presence of a majority of voting Members of the Board shall constitute a quorum to formally transact substantive or decisional business at open meetings of the Board of Trustees or any of its committees. As applicable, physical presence of a quorum may be established by counting those voting Members physically present at the primary Illinois location of an open meeting or by counting voting Members physically present at simultaneously held interactive video conferencing held at the primary location of the open meeting and one or more Illinois locations in a publicly owned or leased building space, provided there is public notice and public access at all locations.
The requirement that a quorum be physically present at the location of an open meeting shall not apply, however, to committees that do not have authority to make binding recommendations or determinations or to take any other substantive action.
Special Attendance Circumstances: If a quorum of the Members of the Board or specially empowered committee is physically present as required above, a majority of the Board or committee may allow a Member of that body to attend the open meeting by other means if the Member is prevented from physically attending because of: (i) personal illness or disability; (ii) employment purposes or the business of the public body; (iii) a family or other emergency; or (iv) other reasons if permitted by applicable law. "Other means" is by video or audio conference. If a Member wishes to attend a meeting by other means, the Member must notify the meeting's recording secretary or Parliamentarian before the meeting unless advance notice is impractical. A majority of the Board or committee may allow a Member to attend a meeting by other means only in accordance with this provision of the Bylaws.
In a closed meeting, without limitation a quorum may be established by physical presence or audio or video conferencing.
The voting eligibility status of the student Member shall depend on applicable law; where required, the student Member shall be counted for the purpose of determining a quorum at any meeting of the Board or any of its committees to which the student Member is assigned.
The Board Chair or Committee Chair may temporarily appoint any Board Member physically attending a committee meeting that is not a member of the committee as a temporary member for the purposes of measuring the presence of a quorum. As provided in Article V., Section 5.A.2. of these Bylaws, at the discretion of the Chair, she or he may serve as a voting ex officio member of any Board standing committees and shall in such instances be included as part of a committee's quorum if attending and serving as a voting member.
In the absence of a quorum, a smaller number of Board Members may meet and informally discuss business, however, any proposed actions cannot become final until formally approved or ratified by a majority of the Board present at a meeting in which a quorum exists.
Insofar as it is consistent with these Bylaws and applicable statutes, the current edition of Robert's Rules of Order shall govern the consideration of all business and debate in meetings of the Board or its committees. A member of the staff of the University shall serve as the parliamentarian at all meetings of the Board.
At all regular session open meetings, and at special meetings where appropriate, the Board shall observe the following order of business unless it is suspended or modified by a majority vote of those voting Members present:
1. Call to Order and Roll Call
2. Verification of Appropriate Notice of Public Meeting and Quorum Determination
3. If Applicable, Motion to Allow Alternate Participation and Attendance
4. Meeting Agenda Approval
5. Review and Approval of Minutes of the Previous Meeting
6. Reports of Board Committees and Board Liaisons
7. Public Comments
8. Reports and Recommendations of the President of the University
9. Reports and Recommendations of the Chair of the Board
10. Other Matters
A. On proper motion and by majority vote, the Board may at any time recognize members of the University community for purposes of making presentations. To facilitate such appearances, individuals wishing to appear before the Board are requested to make a written request to the President ten days prior to the Board meeting. Any such request should include the name, address and position of the individual wishing to speak, the name of the organization or group represented, and a reasonable summary of the presentation. All requests received by the President shall be forwarded to the Board Parliamentarian. Such requests will not guarantee permission to speak. If approved by the Board, the scheduling of such presentations in relation to the meeting agenda shall be at the discretion of the Board Chair. While not required, written copies of the presentation prepared in conformity with these Bylaws are welcomed by the Board.
B.1. Consistent with Public Act 91-0715 and reasonable constraints determined by these Bylaws and the Chair, at each regular or special meeting of the Board or its committees that is open to the public members of the public may request a brief time on the approved agenda of the meeting to address the Board on relevant matters within its jurisdiction.
B.2. Committees of the Board review University proposals for action and make adjustments and endorsements as appropriate for further consideration by the full Board. Public comments are generally most useful at meetings of Board committees where proposals are first considered and the time for interaction most feasible.
B.3. To facilitate an orderly process, appearance requests must be registered on a Board-provided form and submitted to the Board’s Parliamentarian at least 45 minutes before the meeting is scheduled to be called to order. To be recognized, the appearance request will include the name, address and position of the individual wishing to speak, the name of the organization or group represented, a concise summary of the presentation, and whether the requestor has appeared earlier on the topic before any other meeting of the Board. The Parliamentarian may confer with registered speakers to cooperatively assist the Chair of the meeting in assuring coordinated issue presentation and an efficient use of allocated time. The Parliamentarian will acquaint requestors with the generally acceptable rules of decorum for their presentations. In lieu of oral presentations, individuals may present brief written materials not to exceed five (5) pages to the Parliamentarian for distribution and consideration by the Board in advance of the meeting.
B.4. The Chair of the meeting will recognize duly registered individuals at the appropriate point during the meeting. Unduly repetitive comments may be discouraged and restricted by the Chair. To assure an orderly and timely meeting the Chair may limit time allotments to five minutes or less, may delay or defer appearances when appropriate, and defer or refer questions received from presenters for answers if available.
C. All participants in Board meetings should cooperate with the Chair of the meeting and show due respect to other meeting participants. Meeting participants should adhere to Robert's Rules of Order and all applicable Board protocols. Board protocols will be reasonably available from the Parliamentarian upon request.
The Secretary of the Board or designee shall be responsible for the recording and preparation of the Minutes of Board meetings and its committees. Such Minutes shall provide a reasonably detailed record of the meeting but shall not be verbatim, except a verbatim record of closed meetings in the form of an audio or video recording shall be made and maintained until destroyed according to applicable law. Minutes shall include, but need not be limited to: (1) the date, time and place of the meeting; (2) the members of the Board recorded as either present or absent and whether the members were physically present or present by means of video or audio conference; and (3) a summary of any discussions on all matters proposed, deliberated, or decided, and a record of any votes taken.
Once approved, the Minutes shall become the official corporate record of Board meetings. Minutes of meetings open to the public shall be available for public inspection within 7 days of the approval of such minutes by the Board or its committees. Minutes of meetings open to the public shall be posted on the Board's web site within 7 days of the approval of the minutes, and minutes of such meetings shall remain posted on the web site for at least 60 days after their initial posting.
The President is authorized to make appropriate releases of information regarding Board actions or proposed actions prior to the approval of Board Minutes.
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A. The Board shall convene in regular session at least once each quarter on the campus of Northern Illinois University at DeKalb, Illinois, or on any other University-owned property located in Illinois. Additional regular session meetings may be scheduled by the Board.
B. Written notice of all regular meetings and of the proposed agenda shall be given by the President to each Member of the Board, preferably at least ten days in advance of the meeting.
C. The President's report and other meeting materials shall be distributed on a timely basis to Board Members, campus officers, and other interested parties at the President's discretion.
Special meetings of the Board may be called by the Board Chair, or by the Vice Chair if there is a vacancy in the office of Board Chair, or by any three voting Members of the Board.
The Board may hold meetings closed to the public to discuss matters which are excepted from public discussion under the provisions of the Illinois Open Meetings Act, (5 ILCS 120/1.01 et seq.). Closed meetings will be held upon a majority vote of a quorum present, taken at a meeting open to the public for which notice has been given.
Minutes of closed meetings will be kept by the Secretary of the Board or designee and will be available for inspection only after the Board determines, by periodic assessment, that confidentiality of such minutes is no longer required.
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The Board of Trustees encourages appropriate openness in the conduct of University business and governance. Consistent with this principle, the Board and its committees will perform their duties in open session subject only to the limited exceptions authorized by state law. All reasonable efforts will be made to accommodate and provide balanced responses to requests from communication media and citizens who are interested in the actions of the Board.
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The elected officers of the Board shall consist of a Board Chair, Board Vice Chair and Board Secretary. The Board Chair, Vice Chair and Secretary shall be elected annually; however, as long as they continue to serve as a Trustee, they shall retain their office until a successor is elected. The Chair may exercise a power of appointment to fill vacancies that may arise in the offices of Board Vice Chair or Board Secretary and elected delegate to the State Universities Civil Service Merit Board during their terms of office to complete such term and serve until a successor is elected. The position of Board Chair may be held by the same Board Member for no more than two consecutive terms and the same limitation shall apply to the Vice Chair position.
The appointed officers of the Board shall consist of Treasurer, Assistant Secretary/Assistant Treasurer, Second Assistant Secretary, and General Counsel/Parliamentarian. The appointed officers shall be University staff members appointed by the Board on the recommendation of the President to serve as ex-officio corporate officers and not as Members of the Board. These officers shall have a fiduciary duty to faithfully discharge their responsibilities to the Board of Trustees. Where the Board determines it is necessary or appropriate, the appointed officers may be directed to serve the Board of Trustees in special roles and may have occasional responsibilities or duties that relate exclusively to the Board of Trustees and be separate from their roles and reporting relationships as employees of the University.
Once appointed, these officers shall hold office until removal, resignation or termination of employment with the University.
Any elected or appointed officer may be removed from office by operation of law or a vote of six of the voting Members of the Board. A motion to remove an officer can only be made at a regular or special meeting of the Board, and must be preceded by the conveyance of notice to each Board Member and to the officer ten days prior to the meeting. Such notice shall clearly set forth the proposed action.
In addition to the above officers, other Board leadership positions shall be the elected delegate to the State Universities Civil Service Merit Board, appointed chairs of the Board standing committees, and appointed liaisons to the Northern Illinois University Foundation and the Illinois Board of Higher Education. These positions shall be filled with voting Members of the Board.
Elections of Board officers shall take place by secret ballot (except in instances of election by acclamation) at the meeting preceding July 1. Officers will assume their duties on July 1. All voting Members shall be entitled to vote, including Members whose terms have expired if the Governor has not acted to fill the vacancy. Elections shall not be postponed because of such expired terms or pending gubernatorial or Senate action on appointments.
A. Procedures for the election of officers in instances of election by acclamation:
1. Officers may be elected on unanimously approved motions to elect either slates of officers or individual officers.
2. When at the close of nominations only one candidate or slate of candidates is nominated, the Chair can, unless there is an objection, take a voice vote in lieu of a secret ballot, or can declare the nominee(s) elected, thus effecting the election by unanimous consent or "acclamation."
3. Only the voting Members of the Board shall be entitled to cast votes in officer elections.
4. Board Members shall be entitled to vote by written absentee ballot. However, absentee ballots shall be counted only for Members who have been nominated. Absentee ballots must be filed with the Board Parliamentarian in writing prior to the meeting at which the elections are to occur.
B. Procedures for the election of officers (other than instances of election by acclamation) shall be as follows:
1. Nominations for a given officer position can be made in any number by any Member of the Board and shall be closed only by a motion to close the nominations;
2. Only the voting Members of the Board shall be entitled to cast votes in officer elections.
3. If a majority of votes cast is not achieved by one nominee in the first balloting, the nominee with the fewest number of votes shall be dropped on the succeeding ballot. This process shall continue through three successive ballots. If at the conclusion no nominee shall have achieved a majority, the Board Chair shall declare the election at a stalemate and reopen nominations;
4. An absolute majority of the voting Members of the Board shall be required to be elected, even if fewer than all eligible Board Members choose to vote;
5. Board Members shall be entitled to vote by written absentee ballot. However, absentee ballots shall be counted only for Members who have been nominated. Absentee ballots must be filed with the Board General Counsel/Parliamentarian in writing prior to the meeting at which the elections are to occur.
A. Board Chair
The Board Chair shall:
1. Preside at all Board meetings, with full power to discuss all matters before the Board and to vote in roll calls, secret ballots, and when necessary to break a tie if no vote has otherwise been cast by the Chair;
2. Serve as member and presiding officer of the Board Executive Committee, and at the discretion of the Chair, may serve as a voting ex officio member of all Board standing committees and be included as part of a committtee's quorum if attending and serving as a voting member;
3. Appoint the chairs and vice chairs of the Board standing committees and make committee assignments from among the Board membership;
4. Sign, with the Secretary or an Assistant Secretary of the Board as attesting official, any contracts and other legal documents approved by the Board, provided others delegated by the Board may sign such documents in accordance with their respective delegations.
5. Coordinate Board business with the President and foster communications among Board Members;
6. Assist new Board Members in becoming familiar with the operations of the Board and the University and identify and develop potential Board leadership;
7. Engage in external activities in behalf of the Board and the University, and represent the Board and the University in a ceremonial capacity at public functions.
B. Board Vice Chair
The Board Vice Chair shall:
1. Serve as presiding officer of the Board in the absence of the Board Chair with full power to vote on and discuss all matters before the Board;
2. Serve as a member of the Board Executive Committee;
3. Assist the Board Chair in facilitating communications among Board Members and in identifying and developing Board leadership;
4. Assist the Board Chair in external relations and in representing the Board and the University in a ceremonial capacity at public functions.
C. Secretary
The Secretary shall:
1. Serve as a member of the Board Executive Committee;
2. Sign as attesting official, with the Board Chair, any contracts and other legal documents approved by the Board, provided others delegated by the Board may sign such documents in accordance with their respective delegations.
3. Determine that the minutes and records of the proceedings of the Board are kept, published and distributed as required by law;
4. Maintain a record of the names of all Members of the Board, the dates of their appointments, and the dates of the expiration of their terms of office. The Secretary shall also maintain a record of Board officers and terms of elective office.
D. Treasurer
The Treasurer shall:
1. Be the chief custodian of all funds held in the name of the Board of Trustees and Northern Illinois University and be responsible for overseeing the issuance and sales of revenue bonds and other financial instruments on behalf of the Board;
2. Be responsible for complying with various financial requirements of bond resolutions, oversight of investment and banking relationships, and coordination and development of information for bondholders. Make a financial report to the Board reflecting securities held and all receipts and disbursements on an annual basis, or as required;
3. Provide for the orderly reimbursement or payment, consistent with state law, for Board Member travel and expenses, and establish necessary procedures incident thereto;
4. Exercise direct or facsimile signature authority, as authorized and appropriate on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair or the Secretary.
E. Assistant Secretary-Assistant Treasurer
When the Board Chair, Secretary or Treasurer are not practically available to perform one of their ministerial duties, the Assistant Secretary-Assistant Treasurer may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, the Secretary, or the Treasurer, and shall provide such other assistance to the Secretary or Treasurer as either may request and shall carry out such other functions as the Board may assign.
F. Second Assistant Secretary
When the Board Secretary or Assistant Secretary-Assistant Treasurer are not practically available to perform one of their ministerial duties, the Second Assistant Secretary may provide an authorized signature on necessary certificates or contracts and other documents approved by the Board on behalf of the Board Chair, or the Secretary, and shall provide such other assistance to the Secretary as may be requested and shall carry out such other functions as the Board may assign.
G. General Counsel and Parliamentarian
The General Counsel and Parliamentarian shall be a member of the University staff who serves as chief legal officer and advises the Board Chair, Committee Chairs and the University President on matters of law and parliamentary procedure.
A. Standing Committee Chairs
Standing Committee Chairs shall:
1. Preside over committee meetings with full power to discuss all matters before the Committee and to vote in roll calls, and when necessary to break a tie if no vote has otherwise been cast by the Chair;
2. Prepare reports of committee meetings to be presented to the Board, such reports to include notation of the committee members present, description of the agenda covered, and a summary of decisions and recommendations of the committee;
3. Keep informed of the major issues, actions and needs of the University in the areas of responsibility covered by the committee;
4. Work with the President and staff in formulating agendas and preparing for meetings;
5. Maintain communications with other members of the committee and work to keep them informed of issues and needs.
B. Standing Committee Vice Chairs
Standing Committee Vice Chairs shall:
1. In the absence of the Committee Chair, perform the duties of the Committee Chair.
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A. Purpose
The Executive Committee shall have as its purpose to act in behalf of the Board and to discuss and offer counsel on University operations as needed.
B. Membership
The Executive Committee shall be comprised of the Board Chair, the Board Vice Chair, the Board Secretary and a Member of the Board elected by the Board. The President shall be a nonvoting member of the Committee. The Board Chair shall preside during meetings of the Executive Committee.
C. Meetings
The Executive Committee shall meet upon the request of the Board Chair, the President, or any two of the members of the Committee.
D. Powers and Duties
The Executive Committee may discuss and act upon all matters pertaining to the Board of Trustees and Northern Illinois University between meetings of the Board except policy changes. The Executive Committee will only take action on routine matters that require Board action between regular Board meetings or on other matters when specifically requested to do so by the full Board.
The Committee shall have the power to make final determinations as to matters of the Board of Trustees, provided its acts shall not conflict with action taken by the Board of Trustees. Actions of the Committee normally shall be reported to the full Board at the next meeting of the Board and entered in the minutes of that meeting.
A. Purpose
The Academic Affairs, Student Affairs and Personnel Committee shall have as its purpose to review Board level policy concerns and transactions related to academic programs, student affairs and personnel administration and to provide the full Board its advice and counsel relative to such matters.
B. Membership
The Academic Affairs, Student Affairs and Personnel Committee shall be comprised of a minimum of four voting Members of the Board selected by the Board Chair and the student Member. The Board Chair, the President and the Provost shall serve as ex officio members, the first being able to vote and the second and third without vote. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The Provost shall provide the Committee such additional staff assistance as needed.
C. Meetings
The Academic Affairs, Student Affairs and Personnel Committee shall meet at the request of the President, the Provost, or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.
A. Purpose
The Legislation, Audit and External Affairs Committee shall have as its purpose to monitor pending state and federal legislation as well as administrative agency activity that impacts University interests. The Committee will assist the University in articulating its concerns to elected representatives and will periodically review the internal control, accounting and reporting practices of the University to ensure that those practices provide for proper accountability. It shall also serve to receive and bring to the Board’s attention, as necessary, information on any problems or irregularities in that regard.
B. Membership
The Legislation, Audit and External Affairs Committee shall be comprised of a minimum of three voting Members of the Board selected by the Board Chair. The Board Chair and the President shall serve as ex officio members, the first being able to vote and the second without vote. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the committee and shall provide the Committee such additional staff assistance as needed.
C. Meetings
The Legislation, Audit and External Affairs Committee shall meet at the request of the President, the Chair of the Committee, or the staff liaison. The Committee shall meet at least semiannually in order to receive a report of activities of the campus internal auditor and staff and to confer regarding legislative and external affairs.
A. Purpose
The Finance, Facilities and Operations Committee shall have as its purpose to review Board level policy concerns and transactions related to financial affairs, physical facilities and operations, and to provide the full Board its advice and counsel relative to such matters.
B. Membership
The Finance, Facilities and Operations Committee shall be comprised of a minimum of four voting Members of the Board selected by the Board Chair. The Board Chair and the President shall serve as ex officio members, the first being able to vote and the second without vote. The Board Chair shall designate one member of the Committee to serve as its Chair and may designate another member to serve as Vice Chair. The President shall designate a staff liaison to the Committee and shall provide such additional staff assistance as needed.
C. Meetings
The Finance, Facilities and Operations Committee shall meet at the request of the President, the staff liaison, or the Chair of the Committee. Committee meetings will be scheduled so as to facilitate timely review of matters under consideration by the Board.
Special purpose or ad hoc committees may be established by the Board either at the discretion of the Board Chair or on motion properly put and approved by the Board. Such committees shall remain in existence only so long as warranted by their assigned purpose or charge. Their operations shall be consistent with state laws on open meetings and applicable Board Bylaws, policies and Regulations.
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The President is the chief executive officer of the University. The President shall be appointed by the Board and shall be directly responsible to the Board. The Board prescribes the duties of the President, contracts with the President and, for good cause, can remove the President. The President shall have the authority and responsibility, within the framework of policies established by the Board for the organization, management, direction and general supervision of the University and shall be held accountable by the Board for the effective administration and management of the institution.
The President has the overall responsibility for the provision of staff services to Members of the Board of Trustees and shall maintain a staff adequate for the performance of the Board's governance responsibilities and the President's duties as chief executive officer. The President shall make all recommendations for appointments to University positions under the Board of Trustees and shall implement such information systems and reporting requirements as are necessary for the Board to perform its responsibilities.
All communications related to official University business from any faculty member, officer, or other employee of the University, addressed to the Board of Trustees of the University or to any committee thereof, shall be transmitted through the President of the University.
All rules, regulations, directions, orders or instructions of the Board of Trustees or any committee or member thereof, addressed to any faculty member, officer, or other employee of the Board shall be transmitted through the President of the University.
In those areas on campus where the responsibility for the conduct and development of the University is shared, the President shall ensure the involvement of faculty, students and staff in the internal governance of the University. The President shall be responsible for keeping the Board informed of campus interests, concerns and needs, and shall then be responsible for communications with Board Members and for coordinating Board reviews and actions.
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Members of the Board of Trustees, officers of the Board, officers of the University and all employees of the Board of Trustees of Northern Illinois University must conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Northern Illinois University organization. A conflict of interest is present whenever a Trustee, officer, or employee has a material personal interest in a proposed contract or transaction to which the corporation is a party. This interest can occur either directly or indirectly; the Trustee or officer may be personally involved with the transaction, or may have an employment or investment relationship with an entity with which the corporation is dealing, or it may arise from some family relationship.
Any duality on the part of any Trustee or officer shall be disclosed to the Board of Trustees, and made a matter of record through an annual procedure and also when the interest becomes a matter of Trustee or officer action. In general, a Trustee's or officer's conflict will be cleared of any consequence by, first, full disclosure and, second, approval or ratification of the subject action by a disinterested majority of Trustees. Any Trustee having a duality of interest shall not vote or use personal influence on the matter, and shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum situation.
Any new Trustee or officer will be advised of this Bylaw restriction upon entering the duties of office.
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Section 1. Subject to applicable law, the availability of funds and the terms and conditions of the Board's Self Insurance Program, the Board of Trustees shall indemnify each present or former Trustee, officer, employee and agent of the Board, except independent contractors, against all expenses which may be reasonably incurred or paid in connection with any claim, or actual or threatened action, suit, proceeding or investigation (civil, criminal or other including appeals) in which he or she may be involved by reason of being or having been a Trustee, officer, employee or agent or was serving at the written request of the Board as a director or officer of any other corporation, partnership, joint venture, trust, or other cooperative, consortium or enterprise or by reason of any action or omission or alleged action or omission (including those antedating the adoption of this Bylaw) in any official or personal capacity and against any amount or amounts which may be paid (other than to the Board) in reasonable settlement of any claim, action, suit or proceeding where it is in the interest of the Board that settlement be made.
Section 2. In cases where an action, suit or proceeding advances to final adjudication, indemnification shall not extend to matters as to which it shall be adjudged that the Trustee, officer, employee or agent is liable for misconduct in the performance of his or her duties to the Board. Neither a judgment of conviction nor the entry of any plea in a criminal case shall of itself be deemed an adjudication that the Trustee, officer or agent was liable for misconduct in the performance of duties to the Board if he or she acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Board and was not aware that the conduct was unlawful.
Section 3. The determination whether a settlement was reasonable and in the interest of the Board or whether the Trustee, officer, employee or agent acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Board and was not aware that the conduct was unlawful may be made by a majority of the disinterested Trustees acting on the proposal though less than a quorum, or by any one or more disinterested persons to whom the question may be referred by the Board of Trustees.
Section 4. As used in this Article of the Bylaws, the term "expenses" includes without limitation, attorneys' fees, costs, judgments, fines, penalties and other liabilities.
Section 5. The rights of indemnification provided for are severable, are not exclusive of other rights to which any Trustee, officer or agent may now or hereafter be entitled, and continues in effect notwithstanding the fact that the individual ceases to be a Trustee, officer, employee or agent at the time the action is instituted, while it is pending or after the judgment is rendered.
Section 6. The indemnification referred to above covers the conduct of the Trustee, officer, employee or agent which occurred both before and after the adoption of this Article of the Bylaws and shall inure to the benefit of his or her estate.
Section 7. If any part of these Bylaws or any payment made pursuant to it is for any reason held invalid, the provisions of this Article of the Bylaws are not otherwise affected but remain in full force and effect.
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Bylaws may be adopted at any regular meeting by majority vote of the total voting membership of the Board. The Bylaws shall be reviewed periodically as needed.
Articles of the Bylaws of the Board of Trustees may be amended at any regular meeting of the Board by majority vote of the total voting membership of the Board, provided that notice of the intention to amend the Bylaws shall have been presented in writing at the regular meeting immediately preceding. Such notice shall provide so far as possible the exact wording of the amendment proposed.
Originally approved by the Board of Trustees of Northern Illinois University at its Organizational Meeting on January 3, 1996. Any subsequent amendments were approved as needed.
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