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Board of Visitors Bylaws

ARTICLE I. NAME OF ORGANIZATION

The name of the Organization is University of Tennessee Knoxville (UTK) Mathematics Department Board of Visitors (BoV).

ARTICLE II. PURPOSE

Section 1. Purpose

The UTK Mathematics Department BoV is a group of Mathematics Department advocates that serves to advance the UTK Mathematics Department goals and improve the Department’s image in the United States and world-wide. BoV members represent a broad array of expertise, interests and connections, and serve as ambassadors and strategic partners for the Department.

Section 2. Specific Purpose

The specific objectives and purpose of this organization shall be:

  1. To improve and maintain the department’s visibility. Promotion should be directed at the business community, the general public, alumni, and UT Higher Administration.
  2. To assist with “minor” funding as “startup” for initiatives or short-term projects.
  3.  To assist with Development in a longer time-frame.

To help improve relationships with business (and government labs, as needed), including contractual relationships and internships for students.

Section 3. Detail Projects and Goals – Appendix A

Appendix A provides Detail Projects and Goals that provide direction by the Department Head and do not require approval by the BoV Leadership or BoV. These Detail Projects and Goals should enhance the Specific Purpose.  Appendix A will be reviewed and updated annually or as needed.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Application for voting membership shall be open to any UTK Mathematics Department alumi and other advocates that support the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and annual gift. All voting memberships shall be granted upon a majority vote of the board.

Section 2. Annual Support

The amount required for annual gift shall be $1,000 each year for voting membership, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on annual gift obligations.

Section 3. Rights of Members

Each voting member shall be eligible to appoint one voting representative to cast the member’s vote in BoV Leadership elections.

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid gift, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 5. Non-voting Membership

The BoV shall have the authority to establish and define non-voting categories of membership.

Section 6. Membership Categories

Non-Voting Category Support Level Benefits – Admission to annual BoV banquet, participation in panel with BoV
Student $15.00  
Educator $100.00 (K-12)  
  $250.00 (Higher Ed)  
Sustainer $500.00 Mention in newsletter
     
Voting Category Support Level Benefits – Admission to annual BoV banquet, participation in panel with BoV
Supporter $1,000.00 Mention in newsletter
Business $2,000.00 + Mention in newsletter

ARTICLE IV. MEETINGS OF BOARD OF VISITORS MEMBERS

Section 1. Regular Board of Visitors Meetings

Regular meetings of the Combined Leadership Team and Members shall be held annually taking place in the month of April concurrent with “Honors Day” weekend. At the annual meeting the members shall elect officers, receive reports on the activities of the BoV, and determine in consultation with the MDC direction of the BoV for the coming year. BoV members will hold panel discussions with constituent groups (students, educators, business).

Section 2. Annual Leadership Team Meeting

In addition, Leadership Team member meeting will take place annually in the spring with the time and place set by the Mathematics Department Chair (MDC).

Section 3. Special Meetings

Special meetings may be called by the Leadership Team Chair, the MDC, or a simple majority of the BoV. A petition signed by five percent (10%) of voting members may also call a special meeting.

Section 4 Notice of Meetings

Email notice of each meeting shall be given to each voting member not less than four weeks prior to the meeting.

Section 5. Quorum

A quorum for a meeting of the voting members shall consist of at least five percent (10)% of the voting membership.

Section 6.  Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF VISITORS LEADERSHIP TEAM

  1. General Powers

The affairs of the Board of Visitors shall be managed by its Leadership Team.  The Leadership Team shall have control of and be responsible for the management of the affairs and property, if any, of the BoV.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Leadership Team positions shall be fixed from time-to-time by the Leadership Team but shall consist of no less than four (4) nor more than fifteen (15) including the following officers: the Chair, Vice-Chair, the Secretary, and the Treasurer (Mathematics Department Head or designee).

The members of the Leadership Team shall, upon selection and approval by the election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.  All members of the Board of Visitors must be approved by a majority vote of the members present and voting. No vote on new members of the Leadership Team shall be held unless a quorum of the Leadership Team is present as provided in Section 6 of this Article.

No two members of the Leadership Team related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Leadership Team at the same time.

Each member of the Leadership Team shall contribute at least one thousand cash dollars ($1,000) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by UTK.  No contribution credit shall be given for in-kind donations. Provided, however, that the $1,000 cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.

Section 3. Regular and Annual Meetings

See Article IV; Section 1 and 2.

Section 4. Special Meetings

See Article IV; Section 3.

Section 5. Notice

See Article IV; Section4.

Section 6. Quorum

The presence, in person of a majority of current members of the Leadership Team shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Leadership Team present at a meeting at which a quorum is present shall be the act of the Leadership Team, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Leadership Team who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article shall automatically forfeit his or her seat on the Leadership Team.  The Secretary shall notify the Leadership Team Member in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Leadership Team who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 12 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Leadership Team it shall be filled without undue delay by a majority vote of the remaining members of the Leadership Team at a regular or special meeting.  Vacancies may be created and filled according to specific methods approved by the Leadership Team.

Section 9. Compensation

Members of the Leadership Team shall not receive any compensation for their services as Leadership Team Members.

Section 10. Confidentiality

Leadership Team shall not discuss or disclose information about the BoV Membership or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the BoV purposes, or can reasonably be expected to benefit the BoV and the University.  BoV Leadership Team shall use discretion and good business judgment in discussing the affairs of the BoV with third parties. Without limiting the foregoing, BoV Leadership Team may discuss upcoming fundraisers and the purposes and functions of the BoV.

Each BoV Leadership Team Member shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment.

Section 11. Informal Action by BoV Leadership Team

Any action required by law to be taken at a meeting of the Leadership Team, or any action which may be taken at a meeting of Leadership Team, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Leadership Team Members following notice of the intended action to all members of the Leadership Team.

Section 12. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the Vice-Chair by reference to Robert’s Rules of Order.

Section 13. Removal.

Any member of the Leadership Team may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Leadership Team or by MDH if in their judgment the best interest of the BoV would be served thereby.  Each member of the Leadership Team must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Leadership Team shall automatically be removed from office.

Members of the Leadership Team who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Leadership Team pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 12 of this Article.

ARTICLE VI. LEADERSHIP TEAM

The officers of this BoV shall be the Chair, Vice-Chair, Secretary and Treasurer. All officers must have the status of active members of the BoV.

Section 1. Chair

The Chair shall preside at all meetings of the membership. The Chair shall have the following duties:

  1. He/She shall preside at all meetings of the BoV and Leadership Team.
  2. He/She shall have general and active management of the business of this BoV.
  3. He/She shall see that all orders and resolutions of the BoV are brought to the BoV.
  4. He/She shall have general superintendence and direction of all other officers of this organization and see that their duties are properly performed.
  5. He/She shall submit a report of the operations of the program for the fiscal year to the BoV and members at their annual meetings, and from time to time, shall report to the BoV all matters that may affect this program.
  6. He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chair.

Section 2. Vice-Chair

The Vice-Chair shall be vested with all the powers and shall perform all the duties of the Chair during the absence of the latter. The Vice-Chair duties are:

  1. He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the BoV.

Section 3. Secretary

The Secretary shall attend all meetings of the BoV and Leadership Team, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

  1. He/She shall record all votes and minutes of all proceedings. He/She in concert with the Chair shall make the arrangements for all meetings of the Leadership Team and BoV, including the annual meeting of the organization.
  2. Assisted by a staff member, he/she shall send notices of all meetings to the members of the Leadership Team and shall take reservations for the meetings.
  3. He/She shall perform all official correspondence from the BoV as may be prescribed by the BoV or the Chair.

Section 4. Treasurer

The Treasurers (Mathematics Accounting) duties shall be:

  1. He/She shall present a complete and accurate report of the finances raised by this BoV at each meeting of the members, or at any other time upon request to the BoV.
  2. It shall be the duty of the Treasurer to work with the Business Manager of the Mathematics Department to ensure proper distribution of funds and assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
  3. He/She shall perform such other duties as may be prescribed by the BoV Leadership Team and/or UTK Leadership.

Section 5. Election of Officers

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Leadership Team.  Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the BoV. Those officers elected shall serve a term of one (1) year, commencing close of the annual meeting.

Officers of the BoV shall be eligible to succeed themselves in their respective offices for two (2) terms only.

Section 6. Removal of Officer

See Article 5 Section 12.

Section 7. Vacancies

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers.  Nominations shall be sent in writing to members of the Leadership Team at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

  1. Committee Formation

The board may create committees as needed, such as fundraising, public relations, data collection, etc. The Chair appoints all committee chairs.

Section 2. Leadership Team Committee

The four officers serve as the members of the Leadership Team Committee.  Except for the power to amend the Bylaws, the Leadership Team shall have all the powers and authority of the BoV in the intervals between meetings of the BoV and/or Leadership Team, and is subject to the direction and control of the Mathematics Department Head.

Section 3. Finance Committee

The Treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget. The BoV will accept the budget and all anticipated expenditures must be within budget. Any change in the budget must be approved by Mathematics Department Head. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income and expenditures. The financial records of the organization are public information and shall be made available to the public.

ARTICLE VIII. BOOKS AND RECORDS

The BoV shall keep complete books and records of account and minutes of the proceedings of the BoV Member Meetings and BoV Leadership Team Meetings.

ARTICLE XI. AMENDMENTS

The Articles may be amended in any manner at the annual meeting of the BoV, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Leadership Team Member at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all Leadership Team Members then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of Leadership Team Members then in office.

Section 2. Bylaws

The Leadership Team Members may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each Leadership Team Member within the time and the manner provided for the giving of notice of meetings of Leadership Team.

Appendix A

Detail Projects and Goals

Appendix A provides Detail Projects and Goals that provide direction by the Mathematics Department Head and do not require approval by the BoV Leadership or BoV. These Detail Projects and Goals should enhance the Article II Section 2 – Specific Purpose.  Appendix A is updated annually, or as needed.