Bylaws of the Clemson University Board of Visitors

Article I: Name

The name of this group is The Clemson University Board of Visitors (the “BOV”).

Article II: Purpose

The Clemson University (the “University”) Board of Trustees is the governing body of Clemson University as stated in the Will of Thomas Green Clemson and confirmed by the South Carolina General Assembly in their Act of Acceptance, serving as the final decision-making authority over the University.

The Board of Trustees has authorized and directed the creation of the BOV with the purpose of serving as goodwill ambassadors of the University.

The purpose of the BOV is to remain informed about the University and communicate pertinent and accurate information about the University to family, friends, colleagues, and members of the public. The BOV will promote the University’s mission, goals, and achievements in a positive manner and support special projects or assignments when requested by the Board of Trustees or University leadership.

These Bylaws are adopted by the BOV to set forth the organization and operation of the BOV.

Article III: Composition

Section 1. Composition

a. Regular Members

Regular members shall be nominated by the individual Trustees and appointed by the President of the University. Each of the thirteen trustees may nominate one (1) individual to the BOV annually, with the exception of the Chair and Vice Chair who may nominate two (2) individuals to the BOV annually, resulting in fifteen (15) new regular members each year.

b. Sustaining Members

Each year, the Vice Chair of the BOV may appoint up to five (5) members, whose terms are expiring, as Sustaining Members for one (1) additional year, subject to approval by the President of the University.

c. Ex-Officio Members

Ex-officio participants of the BOV shall include the President of the University or their designee, the Executive Secretary to the Board of Trustees or their designee, Past Chairs of the BOV, and a constituent member of the Board of Trustees, the Clemson University Alumni Association, and Clemson University Foundation, and shall be invited to all meetings.

d. Immediate Past Chair

The Immediate Past Chair of the BOV shall serve as the Chair of the Past Chairs Committee for one (1) year following their time as Chair of the BOV.

Section 2. Voting

a. Regular and Sustaining Members

Each Regular and Sustaining BOV member shall have one vote. All actions of the BOV shall be decided by a majority vote of a quorum present at any regularly scheduled or special-called meeting. A quorum is defined as a majority of the Regular and Sustaining members along with the Immediate Past Chair.

b. Ex-Officio Members

Ex-officio members shall serve in an advisory capacity but shall not have the right to vote on matters before the BOV.

c. Immediate Past Chair

As an officer of the BOV, the Immediate Past Chair shall have one vote.

Section 3. Terms

a. Regular Members

A Term shall be three (3) years for Regular members and is limited to a maximum of two (2) Terms, with the second term beginning no less than six (6) years after the conclusion of the first Term. Regular members may serve longer than three (3) years if they are elected as an officer. They may also serve as a Sustaining member if so appointed.

b. Sustaining Members

Sustaining members shall serve for one (1) additional year, subject to approval by the President of the University, and may serve beyond their sustaining term if elected as an officer of the BOV.

c. Ex-Officio Members

The Chairs of the Clemson University Board of Trustees, the Clemson University Foundation Board and Clemson Alumni Association Board of Directors shall annually appoint an individual from their respective board to serve as an ex-officio member of the BOV.

Article IV: Officers

Section 1. Positions

The officers of the BOV shall consist of the following: Chair, Vice-Chair, Secretary, Committee Chairs, and Committee Secretaries.

Section 2. Election

Officers of the BOV shall be nominated by the Vice Chair at the annual Spring Executive Committee Meeting and voted upon by the Executive Committee. The approved slate of officers shall be presented to the full BOV for election at the annual Spring Business Meeting.

Section 3. Responsibilities, Terms, and Progression of Officers

a. Chair of the BOV

The Chair of the BOV shall serve for one (1) year. The Chair shall set the agenda for all BOV meetings in consultation with the Executive Committee and shall work directly with the staff liaison to drive the BOV planning, communications, and meetings.

b. Vice Chair of the BOV

The Vice Chair shall serve for one (1) year, and thereafter may be nominated for the position of Chair, provided they have served satisfactorily in their role as Vice Chair and are willing to accept the nomination. The Vice Chair shall fulfill the responsibilities of the Chair in the absence of the Chair.

c. Secretary of the BOV

The Secretary shall serve for one (1) year, and thereafter may be nominated for the position of Vice Chair, provided they have served satisfactorily in their role as Secretary and are willing to accept the nomination. The Secretary shall be responsible for taking the minutes of each meeting of the BOV and of the Executive Committee.

d. Committee Chair

Each Committee Chair shall serve for one (1) year. The Committee Chair shall set the agenda for their Committee meeting in consultation with the staff liaison and facilitate the objectives of their committee.

e. Committee Secretary

Each Committee Secretary shall serve for one (1) year and may be nominated for the position of Committee Chair, provided they have served satisfactorily in their role as Committee Secretary and are willing to accept the nomination. The Committee Secretary shall be responsible for the minutes of their committee meetings.

Section 4. Succession

The Vice Chair of the BOV or the Secretary of each Standing Committee shall act in the Chair of the BOV or Chair of the Committee’s absence respectively. Should any officer position become vacant during the year, the Executive Committee shall appoint a replacement for the remainder of the year.

Article V: Meetings

Section 1. Regular Meetings

The BOV shall meet at least twice per calendar year on dates approved by the Executive Committee, typically resulting in a Spring and Fall BOV Meeting. The dates for these meetings will be announced at each BOV meeting for the upcoming meeting.

Section 2. Meeting by Telephone or Other Communication Device

Any one or more members may participate in a meeting of the BOV by means of an electronic communication device that allows all persons participating in the meeting to hear each other during the conduct of business. In-person attendance is the preferred method of meeting of the BOV, but electronic forms of meetings are allowable.

Section 3. Notice

Written notice and an agenda for all meetings shall be sent to all members, including ex-officio members, at least 48 hours before the meeting.

Section 4. Minutes

a. Responsibility

The Secretary of the BOV shall be responsible for preparing and maintaining the Business Meeting minutes of each BOV Meeting as well as the minutes of all Executive Committee Meetings.

b. Content

1. The date, time and location of the meeting,
2. A summary of the discussions and actions taken, including motions made and votes cast,
3. A summary of relevant reports or documents presented, and
4. Time of adjournment.

c. Approval

Draft minutes shall be distributed to members at least one (1) week prior to the subsequent meeting for review and approval.

d. Archival

Once approved, minutes shall be shared with the appropriate University officials for record keeping purposes.

Article VI: Committees

Section 1. Standing Committees

The BOV shall have the following five (5) standing committees:

1. Executive Committee – The Executive Committee shall consist of the Chair of the BOV, Vice-Chair of the BOV, Secretary of the BOV, and the Chairs of each Standing or Special committee. The Executive Secretary to the Board of Trustees and/or their designee and the Board of Trustees Representative shall be invited to all meetings of the Executive Committee. The Executive Committee responsibilities shall include but not be limited to providing guidance to all other committees, making budget and spending proposals, and providing input to BOV meeting agendas.
2. Legislative Committee – Provides assistance to University officials regarding communication with elected and appointed government officials and supports the University Governmental Affairs team as appropriate.
3. Marketing & Recruitment Committee – Provides assistance to University officials regarding the University’s marketing and admissions activities, including but not limited to hosting recruitment receptions, participating in letter writing campaigns, and providing broad communication to the BOV for their use.
4. Student Success Committee – Provides assistance to University officials regarding student affairs activities, including but not limited to acting as guides during graduation and other student events.
5. Past Chairs Committee – Advises and assists with matters deemed appropriate by the Executive Committee and makes recommendations to the Executive Committee as necessary.

Section 2. Committee Assignments

Every member of the BOV shall serve on one of the five (5) standing committees. Committee assignments shall be made by the Chair annually prior to the annual Fall Meeting.

Section 3. Special Committees

Special Committees may be formed at the discretion of the Executive Committee. No Special Committee shall exist for more than two (2) calendar years, unless the BOV votes to extend the Special Committee.

Article VII: Amendments

These Bylaws may be amended at any meeting of the BOV, provided that adequate notice has been provided and the notice specifies that one of the purposes of the meeting is to consider amending the Bylaws.

An amendment requires an affirmative vote of two-thirds (2/3) of the BOV members present. Amendments shall not be valid without subsequent approval from the Board of Trustees.

Article VIII: Financial Contributions

Upon acceptance of appointment to the BOV, members agree to contribute time, talents, and resources to support the University and the BOV’s activities. An annual financial contribution from members is encouraged. Minimum contribution recommendations shall be presented to regular members upon invitation to serve.

Article IX: Dismissal

The BOV may dismiss any member for cause, which includes but is not limited to:

1. Failure to attend scheduled meetings.
2. Financial conflicts of interest with the BOV or the University.
3. Conduct that reflects negatively on the BOV or the University.

Any recommendation for dismissal must be made to the Executive Committee. Removal of a member requires a majority vote of the Executive Committee members at a meeting of which a quorum is present.

Article X: Expenditures

Funds raised by the BOV and held on deposit with the Clemson University Foundation shall be used for purposes agreed upon by the BOV. The Executive Committee may act on behalf of the BOV between BOV meetings to approve budget adjustments or other reasonable expenditures.

Article XI: University Liaison to the BOV

As approved by the Board of Trustees and President of the University, a staff liaison shall be appointed to coordinate and manage activities of the BOV. The responsibilities of the staff liaison include but are not limited to:

1. Budget oversight and reporting,
2. Minutes and business meeting attendance archival,
3. Management of member directories and lists,
4. Coordination and archival of annual BOV photo with member identification,
5. BOV meeting and event coordination.