1. NAME. The name of this organization shall be “The Clemson University Board of Visitors” (the “Board”).
2. PURPOSE. The Board of Trustees is the governing body of Clemson University, as stated in the Will of Thomas Green Clemson and as confirmed by SC General Assembly in their Act of Acceptance. The Board of Trustees has authorized and directed that there shall be a Board of Visitors created with the purpose that this Board of Visitors shall serve as goodwill ambassadors of Clemson University (the “University”) by attending periodic meetings of the Board to learn more about the University and to communicate pertinent and accurate information regarding the University to family, friends, colleagues and members of the public. The Board of Visitors will assist the University with its efforts to accomplish its mission and promote its attributes in a positive manner. The Board will also assist the President of the University with any special projects or assignments when the President asks for Board assistance.
In accordance with that charge, the Board hereby adopts this Charter, subject to approval of the Board of Trustees, for the purpose of setting forth the organization and mode of operations of the Board.
3. MEMBERSHIP. Members shall be nominated by the individual Trustees and shall be appointed by the President of the University (as more fully described in Paragraph 15 below). The President of the University and the Executive Secretary of the Board of Trustees (or each or both of their designees) shall be ex-officio, non-voting members of the Board and shall be invited to all meetings. Past Chairs are invited to participate as ex-officio, non-voting members. A constituent member is nominated to represent the University Trustees, Alumni Association and the Clemson Foundation Board as ex-officio, non-voting members.
4. VOTING. Each Board member shall have one vote. All actions of the Board shall be by majority vote of a quorum of the members present at any regularly-scheduled or specially-called meeting held in compliance with this Charter. A quorum shall be present at a meeting of the Board if a majority of the members are present. When a quorum is present at any meeting of the Board, the vote of a majority of those present shall decide any matter brought before such meeting, except that any amendment of this Charter requires the affirmative vote of two-thirds (2/3) of the members of the Board, as described in Paragraph 7 below.
5. TERM. Each member of the Board shall serve a three year term and is limited to a maximum of two (2) terms, the second of which must begin no less than two (2) terms (six years) following the conclusion of the first term. In the interest of continuity, the President of the University may, in the President’s sole discretion, appoint from those members of the Board whose terms are expiring, no more than five (5) persons to serve as sustaining members who will serve one (1) additional year each. A member may continue to serve on the Board beyond the initial three year term, or sustaining member term, if the member is elected Chair, Vice-Chair, or Secretary of the Board or is elected Chair or Secretary of one of the three (3) standing committees of the Board. The Chair of the Board of Visitors serves as an ex-officio member Clemson Foundation Board. The Chair of the Clemson Foundation Board shall annually appoint an individual to serve on the Board of Visitors as an ex-officio, non-voting member. The President of the Clemson Alumni Association Board of Directors shall also annually appoint an individual to serve as an ex-officio, non- voting member. The Chair of the Clemson Board of Trustees shall annually appoint an individual to serve on the Board of Visitors as an ex-officio, non-voting member. All terms begin on July 1 and end on June 30.
6. ELECTION OF OFFICERS. The Officers of the Board shall be a Chair, Vice-Chair, Secretary, Committee Chairs and Secretaries. Officers shall serve a term of one year and may not be re-elected to the same office. The election of officers will be held during the annual spring business meeting. The Executive Committee will present a slate of officers with election by a simple majority of a quorum of members present.
7. AMENDMENTS. Amendments to this Charter may be made by the Board at any meeting, provided that proper notice has been given to the members of the Board pursuant to Paragraph 14 below, and the notice of the meeting and the agenda shall specifically state that one of the purposes of the meeting is to consider amending this Charter. An affirmative vote of at least two-thirds of the Board members in attendance shall be required to amend this Charter. Amendments shall not be valid unless approved by the President of the University.
8. MEETINGS. The Board shall meet at least twice per calendar year on dates approved by the Executive Committee. Special meetings of the Board may be held upon 2/3 vote of the Executive Committee. Notice of any special meeting, date time and location shall be sent to all members, in writing, no less than 48 hours in advance of the meeting.
9. EXECUTIVE COMMITTEE. The Executive Committee shall be comprised of the Chair, Vice-Chair and Secretary and the chair of each standing committee. The President of the University, or the President’s designee, the Secretary for the Board of Trustees or designee shall be an ex-officio member of the Executive Committee and shall be invited to all meetings of the Executive Committee.
10. STANDING COMMITTEES. There shall be four (4) standing committees of the Board:
12. SPECIAL COMMITTEES. Special committees may be formed at the discretion of the Executive Committee. No special committee shall be in existence for more than two calendar years unless the Board votes to keep a special committee in existence for more than a two year period.
13. PARTICIPATION. Upon acceptance of appointment to the Board of Visitors, members agree to contribute time, attendance and resources to support the University and activities of the Board. By agreeing to serve, an annual minimum financial contribution is expected which shall be defined by the Executive Committee.
14. NOTICE. Written notice and an agenda for all meetings of the Board shall be mailed to all members (appointed and ex-officio) no less than 48 hours prior to any meeting of the Board, including the date, time and location of the meeting.
15. NOMINATIONS. The Executive Secretary to the Board of Trustees or designee shall obtain new member nominations from the Trustees by April 15 each year. The Chairman and Vice Chairman of the Board of Trustees shall be entitled to nominate two members each to the Board each year. The remaining Trustees shall be entitled to nominate one person each to the Board each year. Nominations and selections shall take into account the desire of the Board to reflect diversity, including gender, geography, ethnicity, occupation, age and experience. The President shall appoint members from those nominated by the Trustees.
16. SUCCESSION. The Vice Chair of the Board of Visitors or Secretary of each standing committee shall represent the respective chair in the case of an absence. If the position is vacated during the year, that individual shall serve for the balance of the year which would not count against the next term. Any other office vacated during the year shall be filled as approved by the Executive Committee.
17. EXPENDITURES. Funds raised by the Board of Visitors, and on deposit in the Clemson Foundation, shall be used for the purposes agreed upon by the Board and committees of the Board. Other expenditures are to be approved by the Executive Committee.
18. DISMISSAL. The Board of Visitors has the right to dismiss any member for cause. “Cause” shall include the following: (a) failure to attend scheduled meetings; (b) failure to make annual financial contributions to support Board activities; (c) a financial conflict of interest with the Board or University; and, (d) conduct by a Member which reflects negatively on the Board or University. Any Member may bring a recommendation to the Executive Committee for dismissal. The Executive Committee by majority vote will recommend to the President of the University for dismissal for due cause. The President will make the final decision and notification.
Amended Charter approved by the Board of Visitors on April 19, 2013.
President’s Approval: James F. Barker
April 23, 2013
Reported to the Trustees: July 19, 2013