Chapter Eight: Officers and Vice Presidents of the University

§2-08.01- Officers of the University - their Election and Tenure

The Officers of the University are compensated executive level employees of the University and shall be a President, a Provost, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, and such other Officers of the University as the Board from time to time may consider necessary for the proper conduct of the business and affairs of the University. The Officers of the University shall be elected and assigned responsibilities by the Board upon nomination by the President in accordance with §713 of the New York Not­ For-Profit Corporation Law.

Employees of the University holding positions that bear titles indicating that they are Officers shall not be included as an Officer of the University unless the Board explicitly elects such employee as an Officer of the University in accordance with this Chapter Eight. The Board may elect such other Officers and designate or employ such agents for the University as it may deem necessary to carry on the activities of the University.

Each Officer shall be expected to be knowledgeable with respect to the Officer's delegated duties and shall be responsible for ensuring such duties are performed. All Officers shall serve as officers at the pleasure of the Board  and shall have the authority designated  to them in these Bylaws or delegated by the Board. Any two or more offices may be held by the same person, except the same person may not hold the offices of President and Secretary; and President and Treasurer;  provided  that no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more Officers.

§2-08.02 - President

Election. The President shall be elected by the Board and shall serve at the pleasure of the Board. In selecting a President, the Board shall receive and consider the advice of faculty, students, administrators and alumni of the University.

Powers and Duties. The President shall be the chief executive and educational Officer of the University and shall have general charge and control of all its business and properties. The President shall be an ex officio voting member of the Board. The President shall be responsible for the management of all internal and external affairs of the University. The President shall keep the Board informed of anticipated or pending appointments or departures of Vice Presidents of the University or Deans of the Colleges and Schools of the University. As chief executive, he/she shall implement policy decisions of the Board and educational policy decisions of the University. In performing these functions, the President may delegate executive and administrative authority to other University officials, subject to such restrictions as may be included in these Bylaws or otherwise enacted by the Board.

The President shall sign and execute contracts and other written instruments  in the name of the University as authorized by the Board. He/she shall have the general powers and duties usually vested in the office of the president of a University. The President shall annually make a report on the affairs of the University at the end of the academic year.

The President has the right and responsibility delegated by the Board to review all actions of School Councils or of the Faculty, to approve or disapprove of any action of these agencies and to accept or reject recommendations made by groups within the University. In particular, appointments to the Faculty and Instructional Staff (except for Teaching Fellows and Graduate Assistants) and the final decision in cases involving promotion, and emeritus status, shall be made by the President. The decisions of the President may not be appealed, except as specifically provided for in the University Statutes.

In the temporary absence of the President, the duties of that office shall be performed by the Provost or a Vice President designated by the President. In the event of a temporary absence the President will inform the Chair of the Board of a proposed plan for the delegation of presidential duties. In the event of the death, resignation, or incapacity of the President that renders him/her incapable of performing his/her duties, that office shall be deemed to be vacant and the Board shall elect a successor or interim successor in accordance with these Bylaws.

Removal. The removal of the President requires a two-thirds vote of the Entire Board.

§2-08.03 - Provost

The Provost shall serve as the chief academic Officer of the University with responsibility for the oversight of academic programs. In the absence of the duly authorized contracting Officer or at the direction of the President, the Provost (unless otherwise provided by resolution of the Board) may sign and execute all academic program contracts or other written instruments in the name of the University. The Provost shall have such other powers and shall perform such other duties as may be assigned to him/her by the President.

§2-08.04- Secretary

The Secretary shall ensure that Trustees are given written notice of the time and place of every meeting of the Board in accordance with §2-05.04 of these Bylaws. The Secretary shall keep minutes of all business transacted at each meeting of the Board, and he/she shall distribute minutes to all members  of the  Board. The Secretary shall  keep an attested  copy of the Charter, these Bylaws, and of all votes and minutes of the Board; and he/she shall furnish copies of the above documents to any member of the Board and to any Officer of the University. The Secretary shall be the custodian of the seal of the University and shall affix the seal to any instrument requiring the same.

§2-08.05 - Assistant Secretary

The Board may elect one or more Assistant Secretaries. The Assistant Secretary designated by the Board shall have the power to perform all duties of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, by the President or by the Secretary.

§2-08.06 -Treasurer

The Treasurer shall have the custody of all deeds and muniments of title to the real estate and of all bonds and mortgages, stocks or other evidences of property owned by the University or pledged to it and of all policies of insurance and shall have the authority to accept and receipt for the same on behalf of the University and the Board and, under the supervision of the Board, he/she shall arrange for the safekeeping thereof. He/she shall have the authority to sell, assign and transfer securities on behalf of the University. In fulfilment of the duties above, the Treasurer may delegate endowment-related investment functions as appropriate to the Chief Investment Officer.

The Treasurer shall collect and receive all monies due and payable to the University and deposit them in the name of the University in such banking institutions as the Board may designate. The Treasurer shall discharge all debts and other obligations of the University when due and payable. In the fulfillment of the duties above, the Treasurer may delegate certain administrative, non-binding tasks as appropriate to the Director of Treasury and Risk and the Assistant Director of Treasury and Risk.

The Treasurer is the ordinary contracting Officer of the University. The Treasurer shall be responsible for overseeing the conduct of the annual audit of the University's financial records; provided that the University's Audit and Risk Management Committee shall be responsible for reviewing the independence of the University's auditor and reviewing the results of the annual audit with the auditor. The Treasurer shall be responsible for submission to the Board of a certified annual report by public accountants  to be approved by the Board. The Treasurer shall also furnish such other financial statements as from time to time may be required by the President and the Board.

§2-08.07 - Assistant Treasurer

The Board may elect one or more Assistant Treasurers. The Assistant Treasurer designated by the Board shall have the power to perform all duties of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board, the President or by the Treasurer.

§2-08.08 - The Vice Presidents

The President shall appoint Vice Presidents of the University.  Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him/her  by the President. In the absence of the duly authorized  contracting Officer or at  the direction of the President, any Vice President (unless otherwise provided  by resolution  of the Board of Trustees) may sign and execute all authorized contracts or other written instruments in the name of the University.