Chapter 1. Governing Authority

1.1. Bylaws of the Board of Control

Sec. 1.01 MEETINGS OF THE BOARD. Regular meetings of the Board of Control shall be held six times a year as fixed by the Board.

Special meetings may be called by the President or the elected Chair of the Board when necessary, and they shall be called by either at the request of any three members of the Board. They may also be called by a majority of the Board. All meetings will be open to the extent required by the Constitution of the State of Michigan.

Emergency meetings may be called in event of a severe and imminent threat to the health, safety, or welfare of the public when six members of the Board decide that a delay would be detrimental to efforts to lessen or respond to the threat.

Formal sessions of the Board shall be open to the public. Final decisions that are binding on the University shall be made at formal sessions. The Board may designate any regular, special or emergency meeting as a "formal" meeting, in whole or in part. Nothing in this section is intended to prevent the Board from meeting informally at any time, including during recesses in otherwise formal meetings.

Sec. 1.02 PLACE OF MEETING. The meetings of the Board shall be held on the campus in Houghton, with one meeting to be held in another geographic location in the State of Michigan, unless otherwise agreed to by a majority of the Board.

Sec. 1.03 PRESIDING OFFICER - CHAIR, VICE CHAIR. At the last regular meeting of the fiscal year, the Board shall elect a chair, to take office at the first meeting in the following fiscal year, to preside at meetings of the Board when in formal session or when meeting as a committee of the whole and shall also elect a vice chair to preside in the absence of the chair.

Sec. 1.04 SECRETARY. The Board shall designate a secretary, who shall not be a member of the Board, who shall maintain the records of the Board, who shall carry out the usual duties of such an officer, and who shall have such other duties as the Board may prescribe. The secretary shall be bonded in such an amount as the Board may from time to time prescribe, the premiums for such bond to be paid out of University funds. The secretary is the designated notice poster and shall post such notices as required by law.

Sec. 1.05 TREASURER. The Board shall designate a treasurer, who shall not be a member of the Board, and who shall have the custody of the Board's funds and shall execute those fiscal documents requiring the signature of such officer. The treasurer shall be bonded in such an amount as the Board may from time to time prescribe, the premiums for such bond to be paid out of University funds.

Sec. 1.06 QUORUM. A quorum for business shall be five voting members of the Board.

Sec. 1.07 RULES OF PROCEDURE. General parliamentary rules, as modified by the rules and regulations of the Board, shall be observed by the Board in the conduct of its business.

Sec. 1.08 NOTICE OF REGULAR MEETINGS. The Secretary of the Board shall mail to each member of the Board at either the member's business or residence address, not less than fourteen days before any regular meeting, a notice of the time and place of the meeting. The postings will appear on the door of the Board of Control office and in the lobby of the Administration/Student Services Building. The notice will state whether the meeting will be, at least in part, a formal meeting.

Sec. 1.09 NOTICE OF SPECIAL MEETING. Notice of special meetings to include the place of the meeting shall be posted at least 18 hours before the meeting. The requirement of notice shall not apply to special meetings of subcommittees. The notice will state whether the meeting will be, at least in part, a formal meeting.

Sec. 1.10 ORDER OF BUSINESS. The agenda or program for business shall be made up by the President with the assistance of the Secretary. It shall be sent by mail to each member of the Board fourteen days before the next stated meeting of the Board.

Belated communications shall be considered only in the discretion of the Board.

Sec. 1.11 RESOLUTIONS IN WRITING. All resolutions, if so requested by the Secretary or by any member of the Board, shall be submitted in writing before action is taken thereon.

Sec. 1.12 COMMITTEES OF THE BOARD. There shall be two standing committees of the Board, the Academic Affairs Committee and the Audit and Finance Committee.

Immediately after the annual election of officers, the Chair Elect shall appoint members to the standing committees and may establish or appoint members to additional committees. Additional committees may also be created or appointed by the Board at its discretion.

Sec. 1.20 QUORUM FOR COMMITTEE MEETINGS. A quorum for any committee meeting shall consist of a majority of the voting members of the committee.

Sec. 1.21 EXPENSES OF THE MEMBERS OF THE BOARD OF CONTROL. No member of the Board of Control, except for the President of the University in the performance of duties as the chief executive officer, shall have any financial or professional business with the University by which the member shall receive any pecuniary reward or compensation out of the funds of the University, but each member at the discretion of the Board may be reimbursed for actual and necessary expenses incurred in the discharge of official duties.

Sec. 2.01 THE PRESIDENT. The President of the University shall be the chief executive officer of the University with the powers inherent in that office including the defining of the duties of subordinate officers except as the duties of such subordinate officers may be otherwise set forth in these bylaws.

Sec. 2.02 For Future Use

Sec. 2.03 THE INTERNAL AUDITOR. There shall be an Internal Auditor, appointed by the Board of Control upon recommendation by the President. The duties shall be:

1. To conduct audits of any or all accounts of the institution in all departments and locations, including agency accounts, for the purpose of confirming the accuracy of accounts, the proper authorization of expenditures, the adequacy of business procedures, and all other matters related to the propriety of the institution's fiscal policies and operations. In the exercise of the duties, the Internal Auditor shall have free and unquestioned access to all records and other information concerned with financial affairs and with the custody, control, and use of supplies, materials, and other property belonging to the University or used under its direction.
2. To recommend changes or improvements in the University's business systems, methods, and practices, for the purpose of improved efficiency.

The position of Internal Auditor derives its authority from the Board of Control. The Internal Auditor reports directly to the Board of Control and reports daily to the Secretary of the Board of Control. The Internal Auditor's work shall be under the general direction and supervision of the Secretary to the Board of Control of the University, except that the Auditor shall have the authority to choose the areas to be examined and the order and timing of audits.

A copy of each individual audit report issued by the Internal Auditor will be submitted to the Chair of the Board of Control. Copies of the audit reports will be furnished to other members of the Board, including the President of the University, the Board Secretary, and the Treasurer. Periodic audit recommendation status reports will also be prepared by the Internal Auditor and addressed to the Chair of the Board of Control. Copies of the status reports will be furnished to other members of the Board, including the President of the University, the Board Secretary, and the Treasurer.

If at any time the Internal Auditor finds any evidence of defalcations or of serious misuse of University assets, a written report of such findings shall immediately be sent to the above officials.

The Board of Control will meet with the Internal Auditor at such times as the Board may determine, but at least once a year, to discuss Internal Audit operations.