Bylaws

Article I

A. Introduction

The composition, functions, responsibilities, and duties of the Board of Executive Advisers, hereinafter referred to as the Board, shall be as determined by the College of Business. The Board consists of business and community leaders who serve on a voluntary basis to provide business advice and counsel to the Dean and to promote and advance the vision and mission of the College of Business (COB).

B. Mission

  1. To provide guidance in developing College of Business strategic direction and leadership.
     
  2. To assist the College of Business to further mutual goals through executive-in-residence programs, internship programs, continuous degreed and non-degreed program improvement, strategic planning, capital development initiatives, and other activities of the college.
     
  3. To provide a forum for partnership and dialogue between the College of Business and the business community.
     
  4. To participate with and provide counsel to the College of Business regarding objectives, strategies, goals, problems, and opportunities.
     
  5. The Board will be active participants in the search and interview process for the selection of the dean.

C. Organizations

  1. The members of the Board constitute the body of the Board.
     
  2. The number and qualifications of the Board members are specified in Article II.
     
  3. The sole officers of the Board shall be the chairperson and vice-chairperson.
     
  4. The Board may create standing committees as needed, to be instituted by a majority vote of the members of the Board present at a duly called meeting.
     
  5. Ad hoc committees may be appointed by the chairperson.

Article II
Board Structure

The Board shall consist of two classes of members: Regular and Ex-Officio.

A. Regular Members

Regular members are ideally an alumnus of NIU, either undergraduate, graduate or both, and/or are representatives of companies who are active in support of NIU and the College of Business, or are honorary graduates of NIU.  Regular members possess background and experience in Business, Business Administration, Management, Finance, Marketing, Accounting or related field.  Regular members are appointed to the Board under the provisions of these Bylaws.

  1. The number of regular members at any one time shall not be fewer than twenty-five (25) nor more than fifty (50).
     
  2. All regular members shall serve a five-year renewable term.  Members typically serve two consecutive terms.
     
  3. If at any time a regular member is unable to continue to fulfill the role and responsibilities of board membership, he/she may resign from the Board by forwarding a letter of resignation to the Board Chair.
     
  4. It is the intention of the Dean and the officers of the Board (Chair and Vice Chair) to maintain diversity of membership, involving members who bring to the Board a broad array of professional experience across varied industries and disciplines. No more than two regular members representing the same corporation, institution, or organization may serve on the Board simultaneously. The membership should be representative of the business community.
     
  5. Regular members maintain a consistent track record of financial contributions or other personal commitments to NIU and the College of Business.
     
  6. No professors, administrators, or individuals directly connected with the functions of Northern Illinois University shall be elected to regular membership on the Board. Said individuals may serve as ex-officio members only.

B. Ex-Officio Members

Ex-Officio members consist of the Dean of the College of Business and representatives appointed by the College of Business to serve on committees of the Board.


Article III
Appointment of Members

  1. Recommendations for membership may be made by the business community at large.
     
  2. Selection of regular members will be made by the Dean of the College with the advice of the members of the Board Steering Committee.
     
  3. Membership begins with an offer letter from the Dean of the College and an acceptance letter by the invitee.

Near the conclusion of each board member’s five-year term, the Board Chair may offer an invitation to continue serving on the Board for an additional five-year term.  Also at this time, the board member may reaffirm their commitment or resign from the Board.


Article IV

A. Meetings

  1. The regular meetings will be scheduled in November and May each year.
     
  2. Election of Chairperson and Vice-Chairperson: The election of the chairperson and vice-chairperson will take place at the spring meeting. The new chairperson will assume the responsibilities of the position at the close of that meeting.  The regular members of the Board, by majority vote of those present at the respective spring meeting, shall promote the vice-chair to the chair position and elect a new vice-chairperson.
     
  3. Special meetings of the Board may be called by the chairperson at any time, or upon written request to the chairperson signed by seven of the voting members of the Board.
     
  4. Twelve members of the Board membership, exclusive of ex-officio members, shall constitute a quorum for the transaction of business at any meeting of the Board unless specified otherwise in the Bylaws.
     
  5. All regular members of the Board are eligible to vote on any matters considered by the Board.

B. Notice of Meetings

  1. Notices for regular meetings shall be given by mail or phone to each member at his usual address at least ten days prior to the stated date. The notice shall specify the time and place of the meeting.
     
  2. Notices of Special Meetings may be given by mail or phone at least three days prior to the date of the meeting. Notices shall specify the time, place, and the purpose of such meeting.

C. Agenda

  1. The agenda shall be issued to Board members with the notice of the Regular meetings of the Board. A written agenda is not necessary for Special Meetings.
     
  2. At the Regular Meetings of the Board, the Chairperson and the Dean of the College of Business shall report to the membership. Standing committees and ad hoc committees shall also report on the status of their activities.
     
  3. The Board shall transact any business specified in these Bylaws and take any other action deemed beneficial to the Board and not in violation of these Bylaws.
     
  4. The Robert's Rules of Order Revised shall govern the conduct of all meetings of the Board. When such rules are in conflict with these Bylaws, the latter shall take precedence.

Article V
Board Administration

A. Chairperson

  1. The regular members of the Board, by majority vote of those present at the respective spring meeting, shall promote the vice-chair to the chair position and elect a new vice-chairperson.
     
  2. The chairperson shall be elected for a period of two years.
     
  3. The chairperson may not serve more than two consecutive terms.
     
  4. At the end of the current chairperson’s second year, the vice chairperson shall be promoted to chairperson by majority vote of the regular members.  Members will vote on a new– vice-chairperson, recommended by the chair and Dean. Members of the Board are free to make nominations from the floor.
     
  5. The chairperson may be removed at any duly held meeting of the Board by a two-thirds majority vote of those present.
     
  6. In case of incapacity of the chairperson, the members of the Board may delegate his/her powers and responsibility to a person selected by a majority vote of those present at a duly held meeting of the Board.

B. Vice Chairperson

  1. The regular members of the Board, by majority vote of those present at the respective spring meeting, shall elect the vice-chairperson.
     
  2. The vice-chairperson shall be elected for a period of two years, parallel to the chairperson.
     
  3. The vice-chairperson may not serve more than two consecutive terms.
     
  4. At the end of the current vice-chairperson’s second year, the chairperson, vice-chairperson and the dean shall recommend the candidate to succeed the current vice-chairperson.  The recommendation shall be transmitted to each member of the Board with the notice of the meeting at which the election is to take place. Members of the Board are free to make nominations from the floor.
     
  5. The vice-chairperson may be removed at any duly held meeting of the Board by a two-thirds majority vote of those present.
     
  6. In case of incapacity of the vice-chairperson, the members of the Board may delegate his/her powers and responsibility to a person selected by a majority vote of those present at a duly held meeting of the Board.

Article VI
Duties

A. The Chairperson

  1. To preside at all meetings of the Board.
     
  2. To submit to the Board a list of members willing to serve on committees.
     
  3. To serve as an ex-officio member of all committees of the Board.
     
  4. To call Special Meetings of the Board.
     
  5. To assume such other duties as the Board shall determine consistent with the provisions of these Bylaws.
     
  6. To report to the Board at their Regular Meetings and Special meetings when necessary.
     
  7. The chairperson, on behalf of the Dean, will address the issue of inactive regular membership.
     
  8. To correspond with all members of the Board explaining the expectations of the annual self assessment. (See Article VII)

B. The Vice-Chairperson

  1. To preside at meetings of the Board in the absence of the chairperson.
     
  2. To assist the chairperson between meetings, as needed.

C. Dean of the College of Business (or his/her appointee)

  1. To be responsible for the accumulation, expenditure, and record keeping of the financial resources of the Board as described in Article VII, and make a related financial report to the Board annually.
     
  2. To keep accurate records.
     
  3. To perform such other duties as may be conferred upon him/her by the chairperson consistent with the Bylaws.
     
  4. To report to the members of the Board at their Regular Meetings and at Special Meetings, when necessary.
     
  5. To give notice of all Regular and Special Meetings of the Board and to compile and distribute the agenda for the regular meetings. To give notice of all meetings of committees of the Board.
     
  6. To record the proceedings of the Board at all Regular and Special Meetings.
     
  7. To preserve all documents and records determined by the Board to be a part of its official records.
     
  8. To conduct correspondence as directed by the Board.

D. Regular Members

Regular members will show strong support for NIU and the COB, following are some of the ways a member may show their support.  It is understood that not all members may be able to engage in all of the responsibilities listed. 

  1. Act as an advocate and ambassador for Northern Illinois University, College of Business, to friends, family, community, business associates and other constituencies at all times.
     
  2. Provide consistent advice and counsel to the work of the BOEA by attending at least one meeting per year (of two meetings per year, usually held in DeKalb, Naperville or Chicago, IL).  Regular members are also expected to actively participate in the activities of the Board, including participating in Strategic Priority discussions and breakouts and any follow-up work this may entail.
     
  3. Place NIU’s COB among their charitable priorities.  An annual financial target of $50,000 to the Dean’s SI Fund is set for all combined board member contributions with overall combined board member contributions – inclusive of other monetary contributions, scholarships and gifts to NIU – in the amount of $100,000.  Contributions to the COB and the Dean’s SI Fund may qualify for company matching gifts program.
     
  4. Willingly support the development of COB students and faculty/staff by providing opportunities for paid or unpaid internships, business research or projects, access to open full-time positions in your company, as a guest speaker in the classroom, mentor or as Executive in Residence.  Further, cultivate and/or make introductions within business or the community that result in productive relationships for NIU, the COB, faculty, students and/or alumni.
     
  5. Provide appropriate guidance and feedback with regard to the viability of potential new initiatives, curriculum and/or funding initiatives and the relationship to the public business sector, private industry, the community or other constituents.
     
  6. Show support for NIU and the COB by attending University or alumni events, athletic events, Homecoming activities and other college focused/sponsored events and ad hoc opportunities as your schedule permits.

Article VII
Financing the Board

The membership of the Board of Executive Advisers are expected to assess themselves each year an amount sufficient to meet the direct costs of the organization. The direct costs are food, travel, entertainment, printing, secretarial and mailing costs for the organization. The residual of the contributions will be used as a discretionary fund for the Dean of the College of Business for special projects identified as needed in the College.


Article VIII
Committees of the Board

Standing committee membership may be constituted for two-year periods. For subsequent two-year terms, members may be asked to select a standing committee, which may be the same committee or a new committee.

The standing committees (groups) of the Board are as follows:

Steering Group: The steering group will be comprised of the current Board Chair and the Vice-Chair along with the Dean of the College and one or more Associate Deans.  This group will serve as a steering committee for the activities of the board, help set the agendas for board meetings, as well as address the revision of the Bylaws of the Board.

Capital Group: This group will be comprised of Board members, college development officer, department chairs, and college faculty. The group will involve itself in the areas of capital development planning and its sourcing.

Strategic Development Group: This group will be comprised of department chairs, Board members, and college faculty. The group will assist the college as it revisits its mission and strategic plan.

Continuous Curriculum Improvement Group: This group will match Board members and college faculty as they work through various curriculum project teams. The group consists of three sub-groups: Graduate, Undergraduate, and Executive M.B.A.

College Activities Group: This group will be comprised of department chairs, Board members, and college faculty. The group will address ongoing projects, (e.g., Minority Mentors program) and assist in marketing of business programs, as well as developing other projects.

Article IX
Amendments to Bylaws

  1. These Bylaws may be altered, amended, or repealed at any duly held meeting of the Board. Notice of the proposed changes must be on the agenda of the meeting at which the change will be voted on.
     
  2. Proposed amendments to the Bylaws shall be referred to the chairperson of the Board for inclusion on the agenda of the next Regular Meeting.
     
  3. A majority vote of the members present, provided such majority numbers at least ten votes favorable to the change, shall be required for an amendment to be passed.