Bylaws of the IowaState Memorial Union Board of Directors
Table of Contents
Chapter 1Name and Purpose...... 2
Chapter 2Order of Supremacy...... 2
Chapter 3Board Membership...... 2
Chapter 4Board Rules of Order...... 3
Chapter 5Board Responsibilities...... 3-4
Chapter 6Officers of the Board...... 4
Chapter 7Board Committees...... 4-5
Chapter 8Student Advisory Committee...... 5
Chapter 9Marketing Committee...... 5
Chapter 10Development Committee...... 5
Chapter 11Facility Committee...... 5-6
Chapter 12Student Union Board...... 6
Chapter 13Awards Committee...... 6
Chapter 14Vice President for Student Affairs Responsibilities to the Board...... 6
Chapter 15ISMU Director Responsibilities to the Board...... 6
Chapter 16Memorial Union Awards & Recognition...... 7
Chapter 17Life Membership Program...... 7
Chapter 18Amendment of the Bylaws...... 7
Chapter 19Ratification and Implementation of the Bylaws...... 7
Chapter 1.Name and Purpose
A.The name of this board shall be the “Iowa State Memorial Union Board of Directors”,(hereafter referred to as the “Board”). The Board derives its authority from the Board of Regents, State of Iowa through the President of Iowa State University of Science and Technology (hereafter referred to as “ISU”) and as evidenced by the Memorandum of Agreement effective
January 1, 2003, (hereafter referred to as the “ISMU Agreement”).
B.The principal purpose of the Board shall be to provide advice to ISU on all policies and priorities for facility use and programming involving the Iowa State Memorial Union (hereafter referred to as “ISMU”). The Board shall also act in furtherance of the original intent, as expressed in the original Articles of Incorporation of the Iowa State Memorial Union Corporation, as follows:
“Such purposes shall be accomplished through the erection, furnishing, maintaining and operating of a memorial building on the campus and grounds of Iowa State University in honor of the memory and service of Iowa State University men and women who have given or may give life or service for our country in its Armed Forces, and to be devoted exclusively to the social, moral, religious, literary, scientific and educational development and welfare of the students, faculty, alumni, friends and guests of Iowa State University….The aforesaid purposes shall be accomplished in such appropriate manner as the Board of Directors of the Corporation may determine, but in the main said building and equipment therein shall be used as a center for the meeting of students, faculty, alumni, friends and guests of Iowa State University for social, religious, literary, scientific and educational purposes, and for the meetings of student, faculty, alumni and other organizations devoted to such purposes or one or more of them, and in the furnishing of comforts and conveniences to such students, faculty, alumni, friends and guests of such character as may be calculated to promote and carry out the purposes aforesaid.”
Chapter 2.Order of Supremacy
A.Whenever there is a conflict between rules and regulations, the higher-ranking directive shall take precedence over lower-ranking directives.
B.The following shall be the rank of directives and law, from highest rank to lowest rank:
1.Board of Regents, State of Iowa
2.ISMU Agreement (signed by the Board of Regents, State of Iowa, November 18, 2002)
3.IowaStateUniversity President
4.Board Bylaws
5.Board approved actions
6.SUB Bylaws
Chapter 3.Board Membership
A.Composition. The Board membership shall consist of the following director positions:
1.The Board shall consist of twelve (12) voting members, seven (7) of which will be ISU students, three(3) of which will be ISU alumni, one ISU faculty member, and one presidential appointee.
2.All student members shall meet the following eligibility requirements:
a.Be enrolled at ISU in at least six hours,
b.Be in good academic standing and making satisfactory progress toward a degree, and
c.Be current with all appropriate fees.
- Of the seven(7) student members, one will be the GSB President, or his/her designee; one will be GPSS President, or his/her designee; and one will be the Student Union Board (SUB) President or his/her designee.
- The remaining four (4) student members will be nominated from the student body by the GSB Executive Council, or its designee, as determined in GSB law and confirmed by the GSB Senate.
- The alumni members of the Board will be confirmed by the Board from nominations provided by the ISU Alumni Association.
- The faculty member of the Board will be confirmed by the Board from a nomination provided by the ISU Faculty Senate.
- The ISU President shall appoint one member of the Board.
- The ISU Vice President for Business and Finance will serve as an ex-officio, non-voting member of the Board.
- The ISMU Director will serve as an ex-officio, non-voting member of the Board.
- Term. Alumni, faculty, and student-at-large members of the Board will serve renewable, two-year terms. Each year, the terms of half the members of the Board will expire. The maximum number of continuous terms a voting Board member may serve is three (six years). The alumni members of the Board will alternate renewable terms. To accomplish the expiration of approximately one-half of the members each year, the initial appointment of Board members will identify one-half of the required number of members from each category as serving an initial term of one year and the others serving two year terms.
- Confirmation. In the event that a nominated individual requires the confirmation of the Board, confirmation shall be approved upon a vote of a simple majority of the Board.
- Vacancy. In the event that a vacancy exists, the Board, for the remainder of the term, shall fill the vacancy in a reasonable and timely manner under similar nominating procedures as indicated in Section 3(A).
Chapter 4.Board Rules of Order
A.The Parliamentary Authority for the Board and all Board committees shall be the current edition of Robert’s Rules of Order Newly Revised, unless special rules are adopted by the Board or delineated in these Bylaws.
B.All meetings of the Board shall be open to the public unless the meeting, or a portion thereof, is declared closed by the Board President for purposes of reviewing or discussing:
1.Records that are required or authorized by law to be kept confidential;
2.Litigation;
3.Personnel actions and records; or
- Other matters upon the vote of at least two-thirds of the members in attendance at a meeting.
C.Consent of the Board shall consist of any of the following:
1.Unanimous consent.
2.Majority vote of the Board.
D.Regular Meetings of the Board
1.The Board shall schedule not less than four (4) regular meetings per year.
2.Annually, the Board, upon recommendation of the Board President, shall adopt a motion that specifies the dates for the Board meetings.
E.Special meetings of the Board may be called by the President or at the request of any three (3) members of the Board.
F.At the President’s discretion, Board members may participate in Board meetings through electronic and telephonic means.
G.A quorum is defined as a simple majority of seated Board members.
H.The agenda for a meeting of the Board and motions placed on the agenda of a meeting of the Board shall be available for visual examination forty-eight (48) hours prior to any meeting of the Board. Additions to the agenda may be made at the time of the meeting upon approval of at least seven (7) Board members.
I.Voting Procedure
1.The final vote on motions shall be done by voice vote, showing of the hands, roll call vote or by unanimous consent.
2.A roll call vote shall be taken upon the request of any member. All roll call votes shall be recorded as to the vote of each Board member on each question and shall be considered part of the permanent record of the meeting of the Board at which the vote was taken.
3.The Board shall not permit proxy voting on any issue.
4.A vote by mail, FAX, or e-mail may be used by the President when an issue of such importance or timely input is necessary and the input from the Board cannot wait until the next regularly scheduled meeting of the Board. Voting by mail, FAX or e-mail requires a two-thirds vote of the seated members of the Board for approval of an issue.
Chapter 5.Board Responsibilities
A.Board Term
1.A Board term will commence on May 1 and terminate on April 30 of the following year.
2.The term of all organized bodies of the Board will end no later than the end of the Board’s term, with the exception of SUB.
B.Advisory Responsibilities of the Board include:
1.Establishing a long-range mission and vision for the Board.
2.Coordinating the student activities and programming in the ISMU through the Student Union Board (SUB), a permanent standing committee of the Board.
3.Providing leadership concerning the direction of the ISMU.
4.Setting all policies and priorities for facility use.
5.Providing direction to the ISMU renovation projects.
6.Developing, in conjunction with the ISMU Director, plans to assure that the wants and needs of the ISMU stakeholders are being met.
7.Providing input and advice as to the selection of the Director.
8.Providing feedback to the Vice President for Student Affairs concerning the performance of the ISMU Director.
C.Duties and Responsibilities include:
1.Receive approval, as deemed necessary and appropriate, from the University President for Board initiatives and directives.
2.Discipline and remove Board members in accordance with these Bylaws.
3.Replace vacant Board positions in accordance with these Bylaws.
D.Rights and Responsibilities of Board members
1.All Board members shall make frequent efforts to communicate with students of ISU.
2.All Board members shall serve on at least one standing committee of the Board.
3.All Board members shall attend all Board meetings unless excused by the Board President. An unexcused absence shall be considered reason for removal. If during the course of the year a member finds it not possible to attend a meeting, the member will have the option being absent from the meeting or requesting to join through a telephone connection. In the event that the Board Member chooses the telephone connection option, the Board Member must contact the Board President and state the reasons the member cannot be in person. Such request must be in writing (email is an acceptable method of notification) at least one week prior to the scheduled meeting. The Board President will hear the reasons and determine if such a request is warranted. The Board President will have authority to determine what constitutes an excused or unexcused absence.
E.Disciplinary Policy and Removal
1.In the event that a volunteer member fails to meet the qualifications of office, the Board President shall introduce a motion for the consideration of the Board concerning the removal of the individual in question.
2.Malfeasance, misfeasance, or nonfeasance of duties shall be grounds for disciplinary action. The Board President, or the Vice President, in the event that the Board President is the member in question, shall make every effort to contact the member in question to discuss the situation. Upon the third occurrence of malfeasance, misfeasance, or nonfeasance of duties, the President shall notify the Board.
3.Consideration of motions to remove a volunteer Board member.
a.The individual shall have the right to remain present at the meeting during the entire consideration of the motion.
b.The individual shall have the right to speak.
c.These provisions shall apply to all persons serving on Board committees.
F.Board Member Emeriti
1.Scope and Purpose. This sub-section hereby reauthorizes the Board Member Emeriti program to recognize and maintain contact with exemplary members of the Board.
2.Election Criteria. The Board may select former members of the Board for this designation based upon outstanding service and dedication. The individual in question shall have demonstrated unusual interest and fidelity in the work of the Board.
3.Board Member Emeriti shall:
a.Hold the office for life.
b.Receive all notices, publications, and minutes of the Board.
c.Receive the same rights and privileges of an ex-officio, non-voting member of the Board while attending a Board meeting.
Chapter 6.Officers of the Board
A.Selection, Removal, and Vacancies
1.A President and a Vice President shall be chosen from and by the Board at the beginning of each term, using the process delineated in the Parliamentary Authority.
2.Either the Board President or Vice President shall be a currently enrolled student of ISU, which is in good standing.
3.All officers of the board shall be approved by an affirmative two-thirds vote of seated Board members.
4.The Board may remove any Board officer by an affirmative two-thirds vote of seated Board members. Resignation or removal from the Board shall result in loss of Board office.
5.In the event that no officers exist, the Board member with the most seniority, or his/her designee, shall serve as Acting President until a President is selected.
B.The duties and responsibilities of the Board President shall include, but are not limited to, the following:
1.Act as the official representative of the Board.
2.Set the agenda for meetings of the Board.
3.Preside over the Board of Directors meetings.
4.Sign all letters and documents necessary to carry out the will of the Board.
5.Create and discharge ad-hoc committees’ membership.
6.Call, with reasonable cause, the Board or any Board committee into meeting with forty-eight (48) hours written notice.
7.Implement all other actions necessary for the efficient and effective administration of the Board.
8.Notify the leadership of the nominating authorities in the event of a Board member vacancy.
C.The duties and responsibilities of the Vice President of the Board shall include, but are not limited to, the following:
1.Directly assist the Board President in the efficient and effective administration of the Board.
2.Complete any other duties as assigned by the Board President.
3.Assume the duties and responsibilities of the Board President in his/her absence.
4.Assume the duties, responsibilities and title of the President of the Board upon resignation, incapacitation, or removal of the Board President.
5.The Board may establish other Officers of the Board at the Board’s discretion.
Chapter 7.Board Committees
A.Standing Committees of the Board shall be:
1.Student Advisory Committee.
2.Marketing Committee.
3.Development Committee.
4.Facility Committee.
5.Student Union Board (SUB).
6.Awards Committee
B.Special committees and ad-hoc committees of the Board may be established, at the Board’s discretion, in accordance with the Parliamentary Authority.
C.All committee members shall attend all meetings of the committee(s) to which they are members unless excused by the Committee Chair.
D.Operating Procedures of Committees
1.At the Committee Chair’s discretion, Committee members may participate in committee meetings through electronic and telephonic means.
2.Quorum is defined as a simple majority of seated Committee members.
3.A designated member of the Committee shall be responsible for taking minutes at all meetings of the Committee.
4.All members of the Committee, except when serving as chair, may vote during Committee meetings. When the Committee is equally divided the Chair may vote.
E.Duties and Responsibilities of Committee Chairs
1.All Committee Chairs shall:
a.Act as the official representative of the Committee, unless otherwise designated by the Chair or the Committee.
b.Call such meetings of the Committee, as he/she deems necessary.
c.Create such subcommittees as he/she deems necessary or at the request of the Committee or the Board.
d.Appoint the members of subcommittees.
e.Execute the will of the committee.
2.Special Committee Chairs
a.Duties and responsibilities of special committee chairs shall be delineated by the Board.
b.Special committee chairs shall be required to provide timely written reports to the Board President and the Board.
3.Ad-hoc Committee Chairs
a.The President of the Board, in a written document, shall delineate the duties and responsibilities of ad-hoc committee chairs.
b.Ad-hoc committee chairs shall be required to provide timely reports to the Board President and the Board.
F.The SUB shall be exempt from this chapter and shall develop rules and policies specific for SUB. These rules and policies shall be included in the SUB Constitution, subject to Board approval.
Chapter 8.Student Advisory Committee
A.Scope and Mission Statement
This chapter defines the responsibilities and operating procedures of the Student Advisory Committee. The mission of this committee shall be to act as an advisor to the Director regarding student concerns about ISMU policies and direction.
B.Composition
1.The Committee shall be comprised of the seven (7) student board members nominated and selected by the Board as regular voting members.
C.Duties and Responsibilities
1.Advise the Director of student concerns about ISMU policies and direction.
2.The Committee shall meet monthly during the fall and spring semesters.
Chapter 9.Marketing Committee
A.Scope and Mission Statement
This chapter defines the responsibilities and operating procedures of the Marketing Committee. The mission of this committee shall be to act as the sanctioned representative for the Board for all matters concerning program development and marketing communication of the ISMU.
B.Composition
1.The Board President shall appoint a Board member to chair the Committee, subject to Board approval.
2.The Committee shall be comprised of no less than four (4) board members nominated and selected by the Board as regular voting members.
C.Duties and Responsibilities
1.Develop, in conjunction with the Director, market strategy for each of the ISMU’s core and support services.
2.Develop, in conjunction with the Director, and present to the Board the ISMU Strategic Plan each year.
Chapter 10.Development Committee
A.Scope and Mission Statement
This chapter defines the responsibilities and operating procedures of the Development Committee. The mission of this committee shall be to act as the sanctioned representative for the Board for all matters concerning the fundraising for the ISMU.