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Membership and Procedures of the Board of Trust

  1. The general government of The Vanderbilt University is vested in its Board of Trust. [1998]
  2. The Board shall elect the Chancellor of the University, who shall serve at the pleasure of the Board. [1998]
  3. The Board shall consist of a minimum of 5 and a maximum of 46 members who are entitled to vote, one of whom shall be the Chancellor, and such additional members as may be elected to serve as non-voting Trustees Emeriti. [2013]

    No compensated member of the faculty or of the staff of the University, other than the Chancellor, shall be a member of the Board. [1998]
  4. Except as otherwise specified herein, election to membership on the Board shall be for a term of five years. The Chancellor and members serving on the Board as of the Spring Meeting of 1998 excepted, members shall serve for no more than two consecutive terms, except as may be otherwise provided herein. After completing two consecutive terms, a former member may not serve on the Board for one year. Re-election to the Board shall be in accordance with the procedures set forth in Chapter I, Paragraph 5. [2001]
  5. Election to membership on the Board shall be in accordance with the following procedure:
    • a. Individuals shall be elected by majority vote of all members present and voting at a regular meeting of the Board. Nominations for election to vacancies regularly arising shall be presented to the Board at the Spring Meeting, and from time to time to fill vacancies caused by resignation or other reason, by the Governance and Board Affairs Committee. Terms for all members, elected at the Annual meeting of the Board, shall begin at the beginning of the University’s fiscal year, July 1. Members elected other than at the Spring meeting shall begin serving immediately upon the adjournment of the meeting at which the member was elected. [2007]
    • b. Whenever a vacancy shall occur on the Board, the Chancellor shall notify all members of the Board to that effect, inviting them to suggest names for membership on the Board. The Governance and Board Affairs Committee shall not consider any names until ample time shall have been given for members of the Board to make recommendations. [2007]
    • c. In order to forward the knowledge of the alumni concerning the University and their participation in its activities and service, the Alumni Association of Vanderbilt University shall be asked to nominate for election to the Board every even year the current President of the Alumni Association. The nomination for the Alumni Trustee shall be presented to the 2 Governance and Board Affairs Committee, and if approved will be transmitted to the Board for election with all the rights and privileges of regular members. Effective as of the Spring Meeting of 2004, each Alumni Trustee shall serve for a maximum of one four-year term. [2009]
    • d. In order to forward the knowledge of young alumni concerning the University and their participation in its activities and service, and to bring the viewpoints of current and recent students to the deliberations of the Board, the Alumni Association of Vanderbilt University shall be asked to nominate each year one individual from the undergraduate class that is to be graduated that year for election to the Board. In determining this nominee, the Alumni Association is asked to hold an election in which members of the class to be graduated and of the next preceding class and next succeeding class vote, choosing one nominee from among three persons proposed by a committee appointed by the President of the Alumni Association, which committee shall include members from the next preceding class and next succeeding class. The name shall be presented to the Governance and Board Affairs Committee, and if approved will be transmitted to the Board for election as a Young Alumni Trustee with all the rights and privileges of a regular member. No person who is registered as a student in any school of Vanderbilt will be eligible to serve as a member of the Board. Effective as of the Spring meeting meeting of 2003, Young Alumni Trustees shall be elected for a maximum of one four-year term; thereafter, they shall be ineligible for re-election as members until after nine years from first election. [2009]
    • e. The Chancellor and members serving on the Board as of the Spring Meeting of 1998 excepted, members shall retire from active membership upon attaining the age of 70, effective as of the succeeding Spring Meeting. Members serving on the Board as of the Spring Meeting of 1998 shall retire from active membership upon attaining the age of 75, effective as of the succeeding Spring Meeting. [1998]
    • f. A member serving on the Board who has completed two full five-year terms, who is ineligible for continued service because of age, or at the discretion of the Board, may be elected by the Board as a Trustee Emeritus upon the recommendation of the Governance and Board Affairs Committee. There are no limits on the number of Trustees Emeriti that may be elected to the Board. Trustees Emeriti shall not be entitled to vote on matters before the Board. [2010]
    • g. No individual who has attained the age of 68, without previous service on the Board, shall be eligible for election to membership on the Board except by unanimous vote of the Board. [1998]
  6. The Board may only remove a member if, after careful review by the Governance and Board Affairs Committee, the Committee finds that the member has engaged in: willful breach of the University’s Conflict of Interest Policy; or has knowingly made false or misleading statements; or is convicted of a felony; or willful breach of confidentiality; or has engaged in improper or immoral behavior inconsistent with the conduct expected of a Trustee. The named Trustee shall be notified by the Committee that a review is pending, at which time the Trustee shall have the right to make a written statement to the Committee prior to the Committee’s deliberations. Should the Committee deliberate and subsequently recommend removal to the Board, the named Trustee shall have the right to make a written statement to the full Board, prior to the Board vote. Removal of a member shall require a vote of at least two-thirds of the Board members then in office. The Trustee shall have the right to appeal the decision in writing, at which time the Chairman of the Board shall appoint a panel of three Trustees, none of which may be a member of the Governance and Board Affairs Committee, to hear the appeal and either confirm, or overrule the Board vote. An overruling by the panel must be approved by a majority vote of the Board members then in office. [2007]
  7. A majority of the voting members of the Board shall constitute a quorum for the transaction of business. [1998]
  8. The Spring meeting of the Board shall take place the third Thursday/Friday in April and a second meeting shall be held the second Thursday/Friday in November unless waived by action of the Executive Committee. Additional special meetings of the Board and its committees may be called by the Chairman of the Board as may be needed. Trustees will be notified of special Board meetings at least forty-eight hours prior to the meeting. [2010]
  9. Participation at any meeting of the Board or of its Committees may be by any means of communication pursuant to which all members participating may simultaneously hear each other. A member participating in a meeting by this means is deemed to be present in person at the meeting. Effective as of the Spring meeting of 2003, only regular members of the Board will attend and participate at Board meetings. [2001]
  10. Action required or permitted to be taken at a meeting of the Board or its Committees may be taken without a meeting if all the members of the Board or Committee consent to take action without a meeting. The affirmative vote of the number of Board or Committee members that would be necessary to authorize or take action at a meeting shall be necessary to constitute an act of the Board or Committee without a meeting. The action must be evidenced by one or more written consents describing the action taken and signed by each member of the Board or Committee, which consent shall be included in the minutes reflecting the action taken. Action taken by written consent is effective when the last Board or Committee member signs the consent, unless the consent specifies a different effective date. [1998]
  11. The University may indemnify an individual made a party to a proceeding because such individual is or was a member of the Board against liability incurred in the proceeding in accordance with the procedures set forth in the Tennessee Nonprofit Corporations Act. [1998]
  12. The Board shall adopt a policy requiring disclosure of any transaction with the University in which a member of the Board or officer of the University has a direct or indirect interest. The Board may impose such additional requirements relating to conflicts of interest as it deems appropriate. [1998]
  13. Policies for the guidance of the University administration shall, to the extent feasible, be adopted by the Board in writing. [1998]