These Bylaws of the Board of Trustees are enacted pursuant to the laws of the State
of South Carolina. The Board of Trustees has general supervision over and is vested
with the conduct of the University. It has responsibility for the mission and long
term benefit of the University. The Trustees shall exercise supreme institutional
authority as set forth in state statutes, these Bylaws and in Trustee policy statements.
These documents shall take precedence over all other institutional documents and policy
statements.
A. The authority and responsibility for the governance of Winthrop University is vested
in a Board incorporated under the legal name and style of "The Trustees of Winthrop
University" in accordance with the statutes of the State of South Carolina pertaining
thereto specifically, but not limited to, Chapter 125 of Title 59 of the 1976 Code
of Laws of South Carolina as amended.
B. The principal office of the Board of Trustees shall be in the Office of the President
at Winthrop University. Such other offices needed for the conduct of its business
may from time to time be designated by the Board of Trustees.
C. There are fifteen members of the Board. The Members of the Board are:
The Governor of South Carolina, ex officio, or his/her designee, who shall serve during the Governor's term of office and until a successor is designated; the Superintendent of Education of South Carolina, ex officio, or his/her designee, who shall serve during the Superintendent's term of office and until a successor is designated; one Trustee appointed by the Governor of South Carolina, who shall serve during the Governor's term of office and until a successor is appointed; two Trustees who are graduates of Winthrop University elected by the Winthrop University Alumni Association, who shall each serve for a term of six years; and ten Trustees elected by joint ballot of the South Carolina Senate and the South Carolina House of Representatives. One Trustee must be elected from each of the seven congressional districts and three members must be elected from the state at large. Each representative of a congressional district must be a resident of the congressional district represented.
D. Notwithstanding the manner by which a Trustee is elected or appointed to the Board,
each member of the Board shall owe a duty of faithful service to the University, and
shall act at all times in the best interest of the University.
E. As Trustees are among those public officers defined within Section 8-1-10 of the
South Carolina Code of Laws, they are required to complete and file with the State
Ethics Commission a Statement of Economic Interests Form disclosing, among other things,
any compensation received from an individual or business which contracts with the
University. In addition, as public officeholders, Trustees are subject to the state's
Ethics Reform Act, including but not limited to all applicable statutory provisions
governing actual or potential conflicts of interest.
F. The President shall attend every meeting of the Board for consultation and give
information concerning the institution.
G. The Board of Trustees may invite the Chair of the Faculty Conference and the designated
leader of the officially recognized student representational organization to attend
meetings of the Board as representatives of their respective organizations to the
Board with the right to discuss but without a vote.
Officers and Staff of the Board
The Board of Trustees shall organize annually at the last quarterly meeting of each
state fiscal year by the election of a Chairperson and a Vice Chairperson. The Board
of Trustees may elect such other officers as the Board may from time to time require.
The Board of Trustees shall also appoint a Secretary to the Board. The Secretary shall
ordinarily be a staff person in the Office of the President of Winthrop University.
The Secretary to the Board shall be custodian of the University seal and shall have
the authority to sign all certifications on the authority of the Board as well as
all documents authorized by the Board.
A. Officers shall be elected for a one-year term and may be eligible for re-election
for no more than five consecutive terms, for a total of six years.
B. The Chairperson shall be the chief executive officer of the Board, shall preside
at all meetings of the Board, and shall be the spokesperson for the Board. The Chairperson
shall serve as Chairperson and member of the Executive Committee of the Board and
as an ex officio member of all standing, special or ad hoc committees of the Board,
and shall perform such other duties as may be prescribed by the Board and these Bylaws.
The Chairperson will report to the Board of Trustees from time to time all matters
coming to his or her notice, relating to the interests of the University that should
be brought to the attention of the Board.
C. The Vice Chairperson shall have and exercise all the powers and duties of the Chairperson
in case of his or her absence or inability to act, and will perform other duties as
may be prescribed from time to time, by the Board of Trustees. In the case of the
permanent absence of the Chairperson, the Vice-Chairperson will serve as Chairperson
for the remainder of the term, until the next regular election. In that case, the
Vice-Chairperson will serve as an ex officio member of all committees of the Board.
D. The Secretary to the Board will cause to be given notice of all public meetings
of the Board of Trustees and will affix the Seal of the University to all documents
that may require it. The Secretary will cause to be recorded and disseminated all
the notes and minutes of all public proceedings; to be maintained and updated records
of Bylaws, policies, and actions of the Board as they occur; and to perform other
such services as are deemed necessary by the Chairperson.
Committees of the Board
Standing Committees: The Board of Trustees has the power to create standing committees
which will report directly to the Board of Trustees to aid it in carrying on the business
of the University. The existence, duties and functions of standing committees may
be created, abolished, changed, altered, or added to, and new or additional standing
committees may be created from time to time at its discretion.
A. The standing committees are:
B. The Chairperson of the Board of Trustees shall appoint from among the voting members
of the Board the members of a Committee on Nominations, subject to the consent of
the Board of Trustees. Its membership will not exceed three. The Committee on Nominations
will report to the Board of Trustees annually, at least one month prior to the last
quarterly meeting in the state fiscal year of the Board.
Organization and Responsibilities of Standing Committees
A. Organization of Executive Committee and other standing committees
1. Executive Committee
a. The Executive Committee shall consist of the Chairperson, the Vice-Chairperson, the Chairpersons of the other standing committees, and the immediate past Chairperson. The President shall serve as an ex officio member of the committee with voice but not vote.
b. The Chairperson of the Board shall serve as Chairperson of this committee.
c. A simple majority of this committee shall constitute a quorum.
d. The Executive Committee shall meet at such times as may be necessary at the discretion of the Chairperson.
2. Other standing committees
a. Following the last quarterly meeting in the state fiscal year, the Chairperson of the Board shall appoint to each other standing committee not fewer than three voting members of the Board for a term of one year. The faculty representative to the Board shall serve as a representative to the Committee on Academic Quality and Committee on Compensation and the student representative to the Board shall serve as a representative to the Committee on Student Life. The President, or the President's designee, will serve as an ex officio member of each standing committee, with voice but not vote.
b. The Chairperson of the Board shall at the same time appoint a committee chair from among the members of the committee.
c. A simple majority of a committee, excluding non-voting members, shall constitute a quorum.
d. Each committee shall meet at least once between regular Board meetings and shall hold other meetings as necessary.
B. Responsibilities of standing committees
1. Executive Committee
The Executive Committee shall possess and exercise in emergencies all the powers of
the Board of Trustees not inconsistent with the policies of the Board or with any
action taken earlier by the Board; provided, however, that the Executive Committee
shall not pre-empt the role of the Board or any other standing committee herein stated
except in those emergency circumstances which do not permit the handling of a matter
in the normally prescribed manner and shall obtain ratification of its actions by
the Board at the first regular meeting of the Board following such action, or at specially
called meeting of the Board to consider such action.
The Executive Committee shall also have the responsibility to evaluate the President
on an annual basis in accordance with the State agency head performance appraisal
process as well as oversight for other personnel matters.
2. Committee on Academic Quality
The Committee on Academic Quality shall provide general oversight for all matters
related to the quality of academic programs; new academic proposals; academic program
reviews; curricular matters; accreditation matters; student records; and library services.
The primary function of the Committee on Academic Quality is to assist the Board of
Trustees in fulfilling its oversight responsibility for academic programs and policies
as well as other educational activities of the University. The Committee in exercising
its duties is to ensure the University's educational quality and long-term academic
vitality, and through the faculty representative, serve as a conduit for faculty input
and awareness of faculty issues to the broader Board of Trustees, as appropriate.
The Committee is to report its recommendations for action to the Board of Trustees.
The Committee's principal liaison is the University's provost and executive vice president
for academic affairs. Other university personnel may provide support to the Committee
depending on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a. Consider and recommend to the Board the establishment of new academic organizations such as colleges, institutes, and centers as well as major academic reorganizations and name changes.
b. Consider and recommend to the Board proposals concerning the development of new academic programs and degrees and the substantial revisions of existing programs relating to instruction, research, and service.
c. Consider and recommend to the Board, reaffirmation or revisions as needed, of the educational mission and overarching objectives of the University.
d. Consider and recommend to the Board all proposals relating to contractual relationships with exchange programs or partner programs leading to study abroad.
e. Consider and recommend to the Board all proposals relating to articulation agreements leading to the acceptance of transfer credits.
f. Consider and recommend to the Board candidates for honorary degrees.
g. Consider and recommend to the Board candidates for emeriti faculty status.
h. Consider and recommend to the Board actions for appeals related to faculty tenure and promotion.
The Committee will provide general oversight in order to:
a. Ensure adequate assessment protocols are in place to meet accreditation standards regarding the effectiveness of the University's academic programs.
b. Ensure adequate plans, policies and programs are in place to promote the effectiveness, integrity and security of the University's information technology systems and their operations.
c. Review policies, programing, and data indicators related to retention and student success efforts.
d. Review policies relating to faculty governance.
e. Endorse guidelines and criteria used for conferring various University level academic-related awards.
3. Committee on Finance
The primary function of the Committee on Finance is to assist the Board of Trustees
in fulfilling its oversight responsibility for the University's finances, to assist
management in discharging its responsibilities to ensure financial stability, and
to develop and maintain the long term economic health of the University in support
of its mission and priorities. The Committee shall review policies relevant to its
duties and responsibilities, and shall recommend such policies to the Board of Trustees.
The Committee on Finance shall act as the Audit Committee and review the annual audit
of the University.
The Committee is to report its recommendations for action to the Board of Trustees.
The Committee's principal liaison is the University's vice president for finance and
business. Other university personnel may provide support to the Committee depending
on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a. Consider and recommend to the Board for approval annual operating budget that integrates strategic objectives and initiatives. Recommend the annual tuition and fee amounts to the Board. Monitor Board-approved budget.
b. Review and recommend to the Board long-term financial goals along with strategies to achieve them. Oversee implementation of financial strategies, and monitor the financial performance and operations of the University.
c. Monitor at least annually capital structure and strategies, financial ratios and
liquidity, and capital budget performance
d. Consider and recommend to the Board any acquisition or disposal of land or other
real property.
e. Review and recommend to the Board capital structure, including debt policy, incurrence of any indebtedness, and refunding of current bonds, and major equipment acquisition or capital expenditures in excess of $250,000
f. Consider and recommend to the Board any proposal concerning the purchase, sale, lease, exchange or other disposition of any significant asset of the University.
g. Consider and recommend to the Board any proposal concerning the construction of new facilities or major renovations of current facilities.
h. Receive and review internal and external reports, including audits, on the financial performance of the University.
The Committee will provide general oversight in order to:
a. Receive and review reports on the financial performance of the University,
b. Ensure adequate plans, policies and programs are in place to promote the effectiveness, integrity and security of the University's financial accounting systems and their operations.
4. Committee on Institutional Advancement and Development
The primary function of the Committee on Intuitional Advancement and Development is
to assist the Board of Trustees in fulfilling its oversight responsibility for policies
and strategies designed to advance the University's external relationships and to
garner external resources in support of its teaching, research, and service missions.
The Committee in exercising its duties is to ensure effective engagement via philanthropic
outreach, fundraising initiatives, alumni programming, communications and media, marketing,
government and public relations, and community affairs. The committee is to serve
as a conduit for input from the Winthrop Foundation and Winthrop Real Estate Foundation.
The Committee is to report its recommendations for action to the Board of Trustees.
The Committee's principal liaisons are the University's vice president for institutional
advancement and vice president for external relations. Other university personnel
may provide support to the Committee depending on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a. Consider and recommend to the Board the development and implementation of future capital campaigns.
b. Consider and recommend to the Board the naming of university buildings and other campus facilities and designations.
c. Consider and recommend to the Board affirmation or revisions as needed to the Memorandum of Understanding with the Winthrop University Foundation and the Winthrop University Real Estate Foundation.
d. Consider and recommend to the Board all contracts expected to exceed $100,000 with vendors offering services related to development, marketing, and communications.
e. Consider and recommend legislative agenda
The Committee will provide general oversight in order to:
a. Review annual development income in total and by select categories.
b. Review fundraising priorities in support of University objectives.
c. Ensure adequate policies, guidelines, and protocols safeguarding the accurate and timely distribution of development funds.
d. Review development options provided to members of all Winthrop affiliated Boards to ensure they are afforded opportunities that will maximize their ability to participate in development activities.
e. Review annual activities of the Alumni Association to ensure the University's relationships and communications with alumni are positive and rewarding.
f. Review policies pertaining to marketing, fundraising, and alumni relations.
g. Endorse guidelines and criteria used for conferring various alumni-related awards.
h. Review data indicators and metrics related to community engagement, government relations, and media relations.
i. Review policies pertaining to University external communications.
j. Review policies, programing, and data indicators related to marketing and advertising.
k. Review policies, programing, and data indicators related to the university website.
5. Committee on Student Life and Athletics
The primary function of the Committee on Student Life and Athletics is to assist the
Board of Trustees in fulfilling its oversight responsibility for the quality of the
learning and living environment and the co- curricular opportunities provided by the
University. Through the student representative, serve as a conduit for student input
and awareness of student issues to the broader Board of Trustees, as appropriate.
The Committee is to report its recommendations for action to the Board of Trustees.
The Committee's principal liaisons are the University's vice president for student
life and the director of athletics. Other university personnel may provide support
to the Committee depending on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a. Consider and recommend to the Board of Trustees candidates for the Athletic Hall of Fame.
b. Consider and recommend to the Board all proposals to relating to the addition or deletion of collegiate sports.
c. Consider and recommend to the Board all proposals to relating to changes in major organization affiliations in intercollegiate athletics.
d. Consider and recommend to the Board, reaffirmation or revisions as presented, of the Council of Student Leaders' Constitution and governance guidelines.
e. Consider and recommend to the Board all proposals to relating to contractual relationships with vendors providing auxiliary services.
The Committee will provide general oversight in order to:
a. Review policies, programing, and data indicators related to student engagement, development, and persistence.
b. Review progress on achieving strategic goals aimed at enhancing the overall quality of life for students at the University.
c. Ensure adequate assessment protocols are in place to meet accreditation standards regarding the effectiveness of the University's student life programs.
d. Ensure adequate assessment protocols are in place to demonstrate the intercollegiate athletic programs conform to the academic standards of Winthrop and to NCAA and Big South Conference requirements.
e. Review policies relating to student conduct, rights, and responsibilities.
f. Review policies relating to and endorse guidelines and criteria used for campus law enforcement.
g. Review policies, programing, and data indicators related to retention and student success efforts for all students in general and student athletes in particular.
h. Endorse guidelines and criteria used for conferring various student life-related awards.
6. Committee on Enrollment and Retention
The primary function of the Committee on Enrollment and Retention is to assist the
Board of Trustees in fulfilling its oversight responsibility for admissions and enrollment
activities of the University. The Committee in exercising its duties is to ensure
fair access to the University's as well as its long-term sustainability. The Committee
is to report its recommendations for action to the Board of Trustees.
The Committee's principal liaison is the University's vice president for access and
enrollment management. Other university personnel may provide support to the Committee
depending on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a. Consider and recommend to the Board all proposals to relating to changes in policies related to admissions standards and criteria at undergraduate and graduate levels
b. Consider and recommend to the Board all proposals, with expected costs to exceed $100,000, relating to contractual relationships with vendors providing recruitment support services.
c. Consider and recommend to the Board all proposals relating to reciprocal exchange and study abroad agreements.
The Committee will provide general oversight in order to:
a. Review policies, programing, and data indicators related to admissions and enrollment management.
b. Review policies, programing, and data indicators related to student retention.
c. Review policies, practices, and data indicators of articulation agreements leading to the acceptance of transfer credits.
d. Review guidelines and protocols safeguarding the accurate and timely distribution of federal, state, and private financial aid funds.
7. Committee on Compensation
The primary function of the Committee on Compensation is to assist the Board of Trustees
in fulfilling its oversight responsibility for policies and practices related to employee
welfare. The Committee in exercising its duties is to ensure the University's workforce
planning and financial investments in employees are in support of Winthrop's values
of equity, diversity, and inclusion. The Committee is to report its recommendations
for action to the Board of Trustees.
The Committee's principal liaison is the University's vice president for human resources,
employee diversity, and wellness. Other university personnel may provide support to
the Committee depending on the nature of the action to be considered.
Responsibilities of the Committee include but are not limited to the following:
a.Consider and recommend to the Board, contracts related to the University's directors
and officers liability Insurance (D & O)
The Committee will provide general oversight in order to:
a. Review policies of the University that relate to equal opportunity and employment, employee relations, and general welfare of the faculty and staff.
b. Review policies, protocols, and data indicators regarding faculty and staff compensation, excepting the President of the University, including salary and benefit plans, and other personnel programs.
c. Review policies, protocols, and data indicators regarding faculty and staff diversity.
d. Review personnel actions related to the senior leadership team and senior athletic staff.
e. Review personnel actions related to a salary offer of $100,000 or greater, salary adjustments resulting in a final salary of $100,000 or greater, any salary action resulting in a salary increase of 15% or greater, and any personnel actions which may exceed the term of the current President of the University, excepting faculty with a salary offer of less than $100,000 and the President of the University.
As soon as possible after meeting, and no later than 30 days after meeting, the Executive
Committee and each other standing committee shall send minutes of its meeting to all
members of the Board.
Meetings of the Board
Meetings of the Board of Trustees shall be held on the University campus or any other
place which the Chairperson or a majority of the Board may from time to time designate.
A. There shall be at least four regular meetings of the Board of Trustees each year.
At such meetings any business relating to the University may be discussed and transacted.
Any regular meeting may be continued by adjournment from day to day until adjournment
sine die.
B. In addition to the regular meetings, the Chairperson of the Board shall have the
power to assemble the Board at any time in special meetings and shall do so upon the
written request of seven members of the Board or of the President of the University.
In any such meeting, in person and/or by electronic communication, the Chairperson
of the Board shall ensure that the Board complies with all provisions of the South
Carolina Freedom of Information Act as described in Chapter 30, Title 4 of the Code
of Laws of South Carolina. At a special meeting, the Board may deal with only that
business which was stated in the call for the meeting.
C. A simple majority of the voting members of the Board shall constitute a quorum
for the transaction of Board business. The Trustees present at any meeting, if fewer
than a quorum, may discuss any matters set forth on the meeting agenda without taking
action and may adjourn any meeting from time to time until such quorum shall be present.
All questions coming before the Board of Trustees shall be determined by a majority
vote of those Trustees voting on that issue. Voting by proxy shall not be allowed.
D. Board and committee meetings shall be conducted in compliance with the South Carolina
Freedom of Information Act as described in Chapter 30, Title 4 of the Code of Laws
of South Carolina.
E. The Board shall review and discuss personnel, contractual, and legal issues in
Executive Session as permitted by Chapter 30, Title 4, section 70 of the Code of Laws
of South Carolina. Executive Sessions of the Board will generally include the Trustees
and the President. Other individuals may be invited to give information as deemed
necessary by the Board.
F. Business before the Board shall be conducted according to the latest edition of
Robert's Rules of Order when not inconsistent with Board Bylaws.
Administration of the University
A. The President is appointed by the Board to ensure that the University is administered
in compliance with the Board of Trustee policies as well as with fiscal and legal
statutes as required by Chapter 125 of Title 59 of the 1976 Code of Laws of South
Carolina as amended. The President serves at the pleasure of the Board and on such
terms as it considers appropriate.
B. The Board delegates to the President the managerial and administrative authority
for the ongoing operations of the University commensurate with the policies of the
Board. Decisions made by the President may be appealed to the Board of Trustees as
set forth in the Faculty Bylaws.
The President serves as the official medium of communication between the Trustees
and the administrative officers, University faculty, staff, students, alumni, as well
as all external constituents of the university.
C. Although the Board of Trustees delegates the administration of the University under
its authority to the President, its right to intervene in all matters pertaining to
the University is not abrogated by this delegation of authority.
D. The Board shall approve recipients of honorary degrees.
Amendments and Alterations of the Bylaws
These Bylaws may be amended, repealed or added to in any manner not inconsistent with
the laws of the State of South Carolina by the affirmative vote of a two-thirds majority
of the Board of Trustees at any public meeting of the Board of Trustees, provided
that those voting to amend are a majority of the entire Board. Proposed amendments
must be submitted in writing to all members of the Board of Trustees at least fifteen
days before the meeting at which such action is to be taken.
Unanimously adopted at the public meeting of the Winthrop University Board of Trustees
on June 22, 2018. Previous amendments: October 29, 1993, June 13, 1997, June 9, 2000,
February 7, 2003, February 23, 2008, June 5, 2009, November 6, 2009, December 13,
2013, March 2, 2014, June 26, 2014, January 28, 2017, and February 3, 2017.
