2022 Governance Handbook > Appendices > Appendix B: Charter of the Board of Trustees

Appendix B: Charter of the Board of Trustees

Charter of the Board of Trustees

In matters pertaining to Walla Walla University, the Board of Trustees is the legal representative of the Seventh-day Adventists of the North Pacific Union Conference. The board makes provision for financial support, elects officers and teachers, and formulates policies for the proper functioning of the University as an educational institution.

1. Membership

   The membership of the Board of Trustees shall be twenty-nine (29) persons who shall be members in good and regular standing of the Seventh-day Adventist Church. The following persons shall be trustees:

   1. The President, Secretary, Treasurer, and Director of Education of the North Pacific Union Conference of Seventh-day Adventists

   2. The President of the University, the President of each local conference within the North Pacific Union Conference of Seventh-day Adventists, a pastor and K-12 educator serving within the North Pacific Union Conference territory, and a representative from Adventist Health Systems

   3. Fifteen (15) individuals elected by the Constituent Membership who shall not be employees of any entity of the Seventh-day Adventist Church other than the Adventist Health System. At least two (2) individuals shall be minority representatives. To the extent possible, at least four (4) of these individuals shall be persons reelected for a second term; provided, however, no elected person shall serve more than two (2) consecutive terms. A partial term of two (2) years or less shall not be considered a "term".

   4. Trustees' regular terms of office shall be until the next regular Constituent Membership meeting or a special Constituent Membership meeting held for that purpose.

   5. The Board of Trustees may fill any vacancy except ex-officio vacancies occurring in its membership for the unexpired term of the trustee.

2. Non-Voting Attendees:

   All Vice Presidents of the University, the North Pacific Union Conference of Seventh-day Adventist Youth Director, and one (1) secondary principal serving within the North Pacific Union Conference territory shall be regular attendees who shall have voice on the Board, but shall not be entitled to vote. The Chair of the Board of Trustees or the Board of Trustees may invite other non-voting attendees and determine the degree of their participation. When the Chair calls the Board of Trustees into executive session, some or all of the non-voting attendees may be excused.

3. Chair of the Board of Trustees:

   The President of the North Pacific Union Conference of Seventh-day Adventists shall serve as Chair of the Board of Trustees. It shall be the function of the Chair of the Board of Trustees

   1. To preside at meetings of the Board of Trustees

   2. To ensure that all actions of the Constituent Membership and all actions of the Board of Trustees are carried into effect through the University President or other persons as designated by the Board of Trustees

   3. To invite additional persons as counselors to attend meetings of the Board of Trustees and its committees

   4. To inform himself of the work of the various committees, facilities, and on activities of the University

   5. To perform such other duties as the Board of Trustees may delegate

4. Vice Chair of the Board of Trustees:

   The Board of Trustees shall elect as Vice Chair a member of the Board who is not employed by any entity of the Seventh-day Adventist Church other than the Adventist Health System. It shall be the function of a Vice Chair of the Board of Trustees in the absence of the Chair of the Board of Trustees or in the case of such Chair's inability to act, to exercise all functions of the Chair of the Board of Trustees.

5. Secretary of the Board of Trustees:

   The President of the University shall serve as Secretary of the Board of Trustees. It shall be the function of the Secretary of the Board of Trustees to keep a full and complete record of the proceedings of the meetings of the Constituent Members of the University and the proceedings of the meetings of the Board of Trustees pursuant to Article Nine, Section 9.2, and to provide such records to the Secretary of the University for safekeeping as provided in Article Seven, Section 7.4.

6. Assistant Secretary of the Board of Trustees:

   It shall be the function of the Assistant Secretary of the Board of Trustees to perform the duties and exercise the powers of the Secretary of the Board of Trustees in case of such Secretary's absence or inability to act and to perform other duties as may be delegated by the Secretary of the Board of Trustees or authorized by the Board of Trustees.

7. Recording Secretary of the Board of Trustees:

   It shall be the function of the Recording Secretary of the Board of Trustees, if one is appointed, to perform such duties as may be designated by the Secretary or Assistant Secretary of the Board of Trustees, or authorized by the Board of Trustees.

8. Trustee Duties and Authority:

   The primary role of the Board of Trustees is that of developer of institutional policy. In this primary role, the Board must continually evaluate the needs of the Seventh-day Adventist Church and of its young people, educationally, occupationally, morally, spiritually, and socially, so as to guide the University wisely to meet these needs. A major responsibility of the Board of Trustees is to develop financial support adequate for the operation and development of the University. The President of the University is accountable directly to the Board of Trustees for administrative competence and for recommendations in all areas of policy and planning. However, the Board reserves to itself final authority for certain approvals, authorizations, and control. The functions of the Board of Trustees shall, subject to the functions delegated to the Executive Committee as set forth in Article Six, Section 6.3 which may be withdrawn by any subsequent action with respect thereto taken by the Board of Trustees, include, but not be limited to the following:

   1. To elect the officers of the Board of Trustees which shall include the Vice Chair, Secretary, and Assistant Secretary. The Recording Secretary may be appointed by the Board; however, need not be a member of the Board.

   2. To order and/or control all affairs and business of the University

   3. To formulate, revise, and maintain official policies

   4. To approve major policy handbooks of the University

   5. To remove from membership on the Board of Trustees any trustee in accordance with the articles of incorporation of the University

   6. To appoint, a standing Articles and Bylaws Committee as provided in Article Five, Section 5.13

   7. To appoint, discipline, promote, reassign, or discontinue the officers of the University with or without cause actually stated

   8. To evaluate the effectiveness of policies and/or personnel, and to make changes thereto in harmony with the objectives of the University

   9. To appoint, discipline, promote, reassign, or discontinue any and all employees and/or personnel, academic department chairpersons, and faculty members of the University. Appointment, discipline, promotion, reassignment, or discontinuance of personnel, employees, or any portion thereof, may be delegated to the Board of Trustees Executive Committee. The appointment of a new President of the University shall take place only after opportunity has been given for faculty and staff to suggest and evaluate names through an advisory body to the Board appointed by the Board of Trustees.

   10. To grant emeritus status to administrative and academic personnel

   11. To authorize the acquisition and disposition of real property

   12. To authorize the disbursement of funds by designated officers of the University, or any of them

   13. To authorize officers of the University, or any of them, to execute annuity agreements, trust agreements, life income agreements, and other documents, on behalf of the University

   14. To review and adopt annual budgets

   15. To receive the annual report of the Auditor

   16. To appoint an Executive Committee and define its powers for transacting Board of Trustees' business between regular sessions as consistent with these Bylaws

   17. To appoint such other committees as the Board of Trustees may from time to time deem necessary for the efficient functioning and development of the University, and to define the responsibilities of such committees

   18. To invite additional persons or counselors to attend meetings of the Board of Trustees or any committees thereof

   19. To exercise any and all such additional powers as may be reasonable and proper for the administration of the University as provided by law

   20. To delegate any of its duties, responsibilities, powers, or otherwise as may be permitted by law to the Executive Committee of the Board of Trustees or any other committee, officer, agent, or employee of the University as the Board of Trustees may from time to time reasonably desire

9. Meetings:

   1. The Board of Trustees shall meet promptly after each Constituent Membership meeting for selection of its officers consistent with these Bylaws and for consideration of any other matters that may come before the meeting.

   2. The Board of Trustees shall meet on the University campus in College Place, Washington, or at the offices of the North Pacific Union Conference of Seventh-day Adventists, or elsewhere by designation of the Chair of the Board of Trustees or by vote of the Board of Trustees. Either the Chair or the Vice Chair of the Board of Trustees and at least one member officer of the University shall be present at all meetings.

   3. Regular meetings of the Board of Trustees shall be held periodically at the pleasure of the Board; however, such regular meetings shall be held not less frequently than three (3) times a year.

   4. Members of the Board of Trustees, or any committee designated by the Board of Trustees, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other at the same time, and the participants in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

   5. Unless otherwise restricted by the Articles of Incorporation, these Bylaws or by law, any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the record of the minutes of the Board's or such committee's meetings.

10. Notice of Meeting:

    Notice of the time and place of meeting of the Board of Trustees shall be given to the members thereof in writing as follows:

    1. By mail or electronic submission sent not less than ten (10) days nor more than fifty (50) days prior to the date of such meeting. Notice contained within the minutes of the prior meeting, if mailed not later than ten (10) days nor more than 50 days prior to the date of the next regular meeting shall satisfy the notice requirements herein contained for notice of regular meetings. Notice given by electronic submission will comply with the requirements of Section 24.03.009 of the Revised Code of Washington.

    2. If the notice is required to specify the purpose of the meeting, such notice may be personally delivered or sent by electronic communication not less than seventy-two (72) hours prior to the time of such meeting.

    3. Notices to the members of the Board of Trustees, if not personally delivered, shall be effective when mailed to the last known address of the member, or when transmitted electronically to an address, location, or system designated by the recipient for such purpose.

    4. Such notice for any meeting of the Board may be waived in writing at any time. Such waiver must be in writing, signed by the member waiving notice, and filed with the minutes of the meeting for which notice is waived.

    5. Attendance by a trustee at a meeting shall constitute waiver of notice of that meeting except where that trustee attends for the express purpose of objecting to the transaction of business because the meeting was not properly called or convened.

11. Special Meetings and Notice:

    Special meetings of the Board of Trustees may be called by the Chair or Vice Chair of the Board of Trustees or shall be called upon written request of not less than five (5) of the trustees. Such notice shall be delivered to the Chair, Vice Chair, or Secretary of the Board of Trustees. The Secretary of the Board of Trustees shall then notify the trustees of such special meeting in the manner described in Section 5.10 of this Article Five; provided, however, that such notice shall specify the items of business to be conducted at such special meeting. Such meeting shall be held within ninety (90) days of the date of receipt of request for such meeting.

12. Quorum and Voting:

    A majority of the Board of Trustees shall constitute a quorum. Each trustee shall have one vote and only one vote on any question. No person may vote or act by proxy.

13. Articles and Bylaws Committee:

    The Board of Trustees shall appoint a standing Articles and Bylaws Committee of five (5) members, a majority of whom are members of the Board of Trustees and at least two (2) of whom are individuals not employed by an entity of the Seventh-day Adventist Church other than the Adventist Health System.

Executive Committee of the Board of Trustees

1. Membership:

   1. The membership of the executive committee of the Board of Trustees shall be thirteen (13) persons. The membership of the executive committee shall be as follows:

      i. The President, Secretary, Treasurer, and Director of Education of the North Pacific Union Conference of Seventh-day Adventists

      ii. The President, Vice President for Academic Administration, and the Vice President for Financial Administration of the University

      iii. The President of the Oregon Conference of Seventh-day Adventists

      iv. The President of the Upper Columbia Conference of Seventh-day Adventists

      v. The Vice Chair of the Board of Trustees

      vi. Three (3) additional members who shall be elected by the Board of Trustees at any regular meeting or at any special meeting which is called for the purpose of the election of membership to the executive committee. Such individuals shall be members of the Seventh-day Adventist Church in good and regular standing.

   2. Any member of the Board of Trustees may be a non-voting participant at executive committee meetings. Elected members shall hold office until their successors are duly appointed at the next regular meeting of the Board of Trustees held for that purpose. The Board of Trustees shall fill any vacancy occurring in the elected membership of the Executive Committee.

2. Officers:

   The Chair, Vice Chair and Secretary of the Executive Committee shall be those individuals who are the Chair, Vice Chair, and Secretary, respectively, of the Board of Trustees of the University. The Executive Committee may elect or appoint other officers thereof as it deems appropriate.

   1. The Chair of the Executive Committee shall have the same functions with respect to the Executive Committee that the Chair of the Board of Trustee has as set forth in Article Five, Section 5.3.

   2. The Vice Chair of the Executive Committee shall have the same functions with respect to the Executive Committee that the Vice Chair of the Board of Trustee has as set forth in Article Five, Section 5.4.

   3. The Secretary of the Executive Committee shall have the same functions with respect to the Executive Committee that the Secretary of the Board of Trustee has as set forth in Article Five, Section 5.5.

3. Duties and Authority:

   The primary role of the Executive Committee of the Board of Trustees shall be to administer the matters of the University between meetings of the full Board of Trustees. The President of the University is accountable to the Executive Committee of the Board of Trustees for administrative competence and for recommendations in all areas of policy and planning. It shall be among the functions of the Executive Committee, to the extent permitted by law

   1. To order all affairs and business of the University between meetings of the Board of Trustees

   2. To formulate, revise, and recommend to the Board of Trustees any and all items pertaining to official policies of the University

   3. To adopt its own rules of procedure not inconsistent with the Articles of Incorporation of these Bylaws

   4. To recommend to the Board of Trustees the appointment, discipline, promotion, reassignment, or discontinuance of any officer of the University, and other personnel

   5. To evaluate the effectiveness of policies and personnel and to recommend changes in either to the Board of Trustees

   6. To recommend to the Board of Trustees the granting of emeritus status to administrative and/or academic personnel

   7. To authorize the acquisition and disposition of real property not exceeding in value ten percent (10%) of the net worth of the University. Any acquisition, disposition, or other action with regard to property of the reasonable market value in excess of ten percent (10%) of the net worth of the University, shall be dealt with only by the Board of Trustees

   8. To authorize the disbursement of funds by designated officers of the University, or any of them

   9. To authorize the officers of the University, or any of them, to execute annuity agreements, trust agreements, life income agreements, and other documents, on behalf of the University

   10. To review and recommend to the Board of Trustees the adoption of annual budgets

   11. To receive the annual report of the Auditor

   12. To appoint such subcommittees as the Executive Committee of the Board of Trustees may from time to time deem necessary for the efficient functioning and development of the University and to define the responsibilities of such committees.

   13. To invite additional persons or counselors to attend meetings of the Executive Committee of the Board of Trustees

   14. To exercise such additional powers as may be reasonably necessary to fulfill the functions noted above, and such additional functions and powers as may be delegated to it by the Board of Trustees

   15. To delegate any of its duties, responsibilities, powers, or otherwise as may be permitted by law to any other committee, officer, agent, or employee of the University as the Executive Committee may from time to time reasonably desire

4. Meetings:

   1. The Executive Committee shall organize promptly after each election for the selection of its officers and for consideration of any other matters which may come before the meeting.

   2. The Executive Committee shall meet from time to time and in such place as shall be determined by the Executive Committee, and either the Chair or Vice Chair of the Executive Committee and at least one (1) member officer of the University shall be present at all meetings.

   3. Members of the Executive Committee may participate in a meeting of such committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other at the same time, and the participants in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

   4. Unless otherwise restricted by the Articles of Incorporation, these Bylaws or by law, any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all members of the Executive Committee consent thereto in writing, and the writing or writings are filed with the record of the minutes of the Executive Committee's meetings.

5. Notice of Meetings:

   Notice of the time and place of meeting of the Executive Committee shall be given to the members personally, by telephone, by electronic communication or by mail within such time as reasonably necessary to give adequate notice to attend such meeting. Notice given by electronic submission will comply with the requirements of Section 24.03.009 of the Revised Code of Washington.

6. Special Meetings:

   Special meetings of the Executive Committee may be called by the Chair or Vice Chair of the Executive Committee and shall be called upon written request of not less than four (4) members of the Executive Committee. Such notice shall be delivered to the Chair, Vice Chair, or Secretary of the Executive Committee. Upon such notice the Secretary of the Executive Committee shall notify the members of the Executive Committee of such special meeting in the manner described above. Such notice shall specify the items of business to be conducted at such special meeting.

7. Quorum and Voting:

   The transaction of business shall require a quorum of nine (9) members of the Executive Committee, and any action to be valid shall require the affirmative vote of a majority of the members present and voting. Each member of the Executive Committee shall have one vote and only one vote on any question. No person may vote or act by proxy.