Appendix: 6-06-00-00

BYLAWS

TENNESSEE BOARD OF REGENTS

I.  Name, Charter, and Purpose

1. Name: The name of the system established by T.C.A. § 49-8-101 is THE STATE UNIVERSITY AND COMMUNITY COLLEGE SYSTEM OF TENNESSEE.

2. Charter: The charter consists of the Act of the General Assembly of the State of Tennessee approved by the General Assembly on April 14, 1972, and the Governor on April 25, 1972, and designated as Chapter 838 of the Acts of the 87th General Assembly, and the Act of the General Assembly of the State of Tennessee approved by the General Assembly on April 25, 1983, and the Governor on April 27, 1983, and designated as Chapter 181 of the Acts of the 93rd General Assembly, codified at Tennessee Code Annotated Section 49-3236 set seq.

3. Purpose: The purpose of the Board of Regents shall be:

a. To establish, govern, manage, and control the Tennessee State University and Community College System. The Board of Regents views itself as the responsible agency for the purposes and proposals of the System subject only to legislative mandated review.

b. To develop a system organization that will provide coordination of the system of institutions and area vocational-technical schools while at the same time preserving the unique qualities, integrity, and regional and community relationships of each of the institutions and schools.

c. To provide essential centralized services and uniform procedures which will increase the individual effectiveness and improve operations of each of the institutions and schools of the System.

d. To increase the ability of the institutions and schools and the System to compete and account for state appropriations, while providing more efficient utilization of state resources provided for their support.

e. To assure more effective lay and public direction and System policy guidance thus preserving citizens' control of postsecondary education in Tennessee.

II. Elements of the State University and Community College System

The elements of the System shall be the institutions and technology centers, the Board of Regents, and the Chancellor.

III. Members

1. Members: The composition of the membership of the Board, the terms of office, and the conditions of membership are as provided in Tennessee Code Annotated Section 49-8-201 through 49-8-204, as amended, and are incorporated by reference into these bylaws as if fully set forth herein, including all future amendments thereto.

2. Power of Members: Individual members of the Board enjoy equal right with all other members: the right to vote, the right to participate fully in all considerations before the Board, the right to enter motions and to submit recommendations, and all rights and privileges afforded the Board by law and regulation when sitting in deliberative session. As individuals when not participating in meetings of the Board or any of its duly constituted committees, members enjoy the same rights and privileges of any citizen of the State of Tennessee as pertains to the governance, control, and management of institutions and schools under the Board. As individuals, members shall not speak for the Board unless so specifically authorized by the Board.

3. Responsibilities of Members: When participating in meetings of the Board or its duly constituted committees, members are responsible for the entire System. They are responsible for representing the entire System without regard for any congressional district or area of the State or for any individual institution or school within the State. Members are enjoined from espousing the cause of any one institution or school over the interests of others or the System as a whole.

4. Expenses of Members: Board business-related and travel expenses, including lodging and meals encountered in connection with meetings of the Board or duly constituted committees thereof, shall be reimbursable at rates established by Board policy in accordance with Tennessee State Regulations for Travel.

5. Minority Views: Upon announcement of any vote of a meeting of the Board or one of its duly constituted committees, a member holding a minority view may request his or her view by made a matter of record. Such minority view shall be submitted in writing to the Secretary.

IV. Meetings of the Board

1. Regular Meetings: The Board shall meet quarterly each year, the dates and places of such meetings to be approved for each year at the last meeting of the preceding year.

2. Special Meetings: Special meetings of the Board of Regents may be called for any purpose by the Chairman by request in writing to the Secretary, or by the Secretary upon written request from four other members of the Board. The requests shall state the purpose of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the call.

3. Location: The Secretary shall issue each calendar year the regular meetings of the year and their locations as well as those special meetings as may be known. It shall be the purpose of the Board to meet as feasible at the campus of each institution of the System.

4. Notice: The Secretary shall give each member of the Board at least five days' written notice of a regular or of special meetings of the Board. The Secretary, upon advice from the Chancellor and Board, shall prepare an annotated agenda to accompany each notice of a regular or special meeting of the Board. The notice shall be mailed to the address appearing on the Secretary's records. Emergency meetings may be called by telephone or telegraph notification with the understanding that similar notices are provided all members.

Public notice of all meetings shall be furnished the news media.

5. Quorum: At all meetings of the Board of Regents, nine voting members shall constitute a quorum for the transaction of business. The action of a majority of the voting members of the Board present at any meeting shall be the action of the Board, except as may be otherwise provided by these Bylaws.

6. Order of Business: The following shall be the order of business at each regular meeting of the Board, but the rules of order may be suspended by the Board:

a.       Roll call.

b.      Consideration of minutes of last regular meeting and of special meetings held subsequently and their approval or amendment.

c.       Consideration of interim Board actions taken by the Chancellor.

d.      Reports of committees.

e.       Reports of the Chancellor.

f.        Reports of Presidents and Directors.

g.       Unfinished business.

h.       New business.

7. Procedures:

a. Any member of the Board may be represented at a meeting of the Board, but cannot under any conditions register a vote by proxy.

b. When a member identifies a conflict of interest in connection with a vote on a matter before the Board, he or she should withhold his or her vote. Such matter shall not be made a matter of record except by express request of the member.

c. Record votes shall be called for on all motions or resolutions presented to the Board providing for: the allocation or expenditure of funds; creation of any financial liability against any institution, school, or agency of the System; any revision of the Bylaws, the adoption of a new Bylaw or the appeal of an existing Bylaw; and the documentation of any transaction as may be required or deemed desirable in the judgment of the Chairman. Upon demand of any member present, a record vote may be called for on any matter before announcement of a vote previously taken. A record vote shall require a majority of the entire voting membership of the Board for passing.

d. A motion to reconsider shall be made by a member who voted on the prevailing side and must be made at the same meeting.

8. Adjourned Meetings: The Board may adjourn any regular or special meeting to any date it may set. If a quorum is not present, any regular or special meeting may be adjourned by the members attending until a quorum shall be present.

9. Joint Meetings: From time to time, the Board may find it appropriate to meet jointly with some other board or body. In such meetings, the Board shall retain its constituted integrity as established under law and in accordance with these Bylaws.

10. Minutes: Minutes shall be taken at each meeting of the Board and shall provide a permanent record of such meeting. Minutes need not be a verbatim record of a meeting but should provide adequate basis upon which implementing actions may be taken or permanent policies be extracted therefrom. Minutes of each regular meeting and of subsequent special meetings shall be circulated for consideration of the members prior to the next regular meeting at which time they shall be approved as attested to by the Vice Chairman and the Secretary of the Board.

V. Office of the Board of Regents

The office of the Board and of the Chancellor of the State University and Community College System and his or her staff shall be located in Nashville, Tennessee.

Tenn.  Code Ann. 49-8-202

VI. Duties of the Board

1. General: The Board of Regents shall be responsible for the operation of the State University and Community College System of Tennessee as provided by the laws of the State of Tennessee. The Board shall be responsible for the government, management, and control of the system.

2. Specific: The Board is empowered:

a. To employ the Chancellor, define his or her duties, and within budgetary limitations, fix his or her compensation.

b. To select and employ presidents of the institutions and to set their salaries and terms of office.

c. To confirm or establish policies and procedures for the appointment of administrative personnel, faculty, and other employees of each institution and school and fix their salaries and terms of office.

d. To prescribe curricula and requirements for diplomas and degrees.

e. To approve the operating and capital budgets of each institution and school and otherwise set policies for their fiscal affairs.

f. To establish policies and regulations regarding the campus life of the institutions and schools, including, but not limited to the conduct of students, student housing, parking, and safety.

g. To assume general responsibility for the operations of the institutions and schools, delegating to the presidents and directors such powers and duties as are necessary and appropriate for the efficient administration of their respective institutions and schools and their programs.

h. To receive donations of money, securities, and property from any source on behalf of the institutions and schools of the System which gifts shall be used in accordance with the conditions set by the donor.

i. To purchase land subject to the terms and conditions of state regulations, to condemn land, to erect buildings and equip them for the institutions and schools subject to the terms and conditions of legislative appropriations.  

Tenn. Code Ann. Section 49-8-202; Tenn. Code Ann. Section 49-8-203

 2. Specific: The Board is empowered:

j To be vested with title to property transferred from the State Board of Education and to property donated or purchased subsequent thereto.

Tenn. Code Ann. Section 49-8-203

k. The Board shall have such other powers not otherwise prescribed by law, as are necessary to carry on the provisions of Public Chapter 838 and Public Chapter 181.

Tenn. Code Ann. Section 49-8-203

3. Review: In fulfilling its responsibilities for the governance of the System, the Board shall perform continuous review and evaluation of its purposes, duties, Bylaws, policies and operations, and shall affect such changes necessary to ensure effectiveness and responsiveness to the needs of the System and the State.

VII. Committees of the Board

1. In General: The Board of Regents as a whole shall be responsible for the operation of the State University and Community College System. The Board may organize standing and special committees as necessary to carry out its governance, control, and management functions. The Committees of the Board shall make studies of the problems in the fields assigned to them and advise the Board as to what, if any, changes of policy should be made. Each of the standing committees shall keep informed with respect to the manner in which the policies of the Board are being administered in its field. Committees may be authorized to act on behalf of the Board.

All Board members may participate in committee deliberations; however, each standing committee shall consist of not less than three and not more than seven Board members. A majority of the members of a committee shall constitute a quorum for the transaction of business. The Board of Regents may authorize special committees with whatever membership is desired by the Board. Each standing or special committee shall report to the Board periodically or at the request of the Chairman of the Board. The Chairman of the Board shall be an ex officio member of all committees with the authority to vote. The Chancellor and Secretary shall be ex officio members of all committees without the authority to vote. The Executive Director of the Tennessee Higher Education Commission may serve as a member of any committee without the authority to vote. The Chancellor shall appoint students and faculty from System institutions and schools to serve as ex officio non-voting members of each standing committee.

2. Standing Committees: There shall be the following standing committees:

a. Committee on Finance and Business Operations

The Committee on Finance and Business Operations shall make recommendations to the Board regarding the fiscal policies to be followed in the conduct of the System. The Committee shall receive and review the recommendations of the Chancellor concerning appropriation requests, allocations, budgets and budget revisions for each of the institutions and schools in the State University and Community College System and for the office of the Board, and shall make its recommendations to the Board. The report of the Committee to the Board shall include in written form the itemized deletions, additions, or other changes in the submitted budget requests of each institution and school. The Committee shall also make recommendations to the Board as to needs for additional buildings and land for the campuses, repair and renovation of buildings, maintenance of campuses, and adequate insurance coverage of buildings and contents. It shall coordinate the preparation of the capital outlay budget and capital outlay appropriations. It shall study and submit recommendations affecting investments or reinvestments of trust funds and shall advise the Board regarding such funds. The Committee shall submit recommendations on System-wide policies and procedures on procurement and purchasing and on auditing functions. This committee shall have such other duties as may be authorized by the Board. The Treasurer shall serve as a member of this committee only without the authority to vote.

b. Committee on Academic Policies and Programs

The Committee on Academic Policies and Programs shall review and make recommendations to the Board concerning all proposals for new academic programs and degrees, revisions or discontinuations of existing programs, the adoption of our changes in admission and retention standards, and the establishment, reorganization or elimination of academic departments, divisions, branch operations and extension services, and other academic units. The Committee shall be responsible for reviewing the level of productivity of existing programs, and when appropriate to recommend the discontinuance of non-productive programs. The Committee shall make appropriate recommendations concerning studies and policies relating to academic matters.

 c. Committee on Personnel

The Committee on Personnel shall make recommendations to the Board regarding retirement, tenure, promotion, evaluation and other personnel matters regarding personnel involved in the various institutions and schools governed by the Board. The Committee shall make appropriate recommendations concerning policy and procedures relating to personnel matters and review the recommendations from the Chancellor relative to the annual review of personnel requests from the institutions and schools.

d. Committee on Student Life

The Committee on Student Life shall make recommendations to the Board regarding campus life of the institutions and schools. It shall receive and review the Chancellor's reports of proposed policies and regulations concerning student affairs including, but not limited to, the conduct of students, discipline, student housing, parking, safety and special activities of students of the institutions and schools under control of the Board.

e.Committee on Tennessee Technology Centers

The Committee on Tennessee Technology Centers shall review and make recommendations to the Board concerning all proposals for new programs and credentials, and modifications or terminations of existing programs at the technology centers.  The Committee shall be responsible for reviewing the level of productivity and performance of existing programs and make recommendations to the Board when appropriate.  The Committee shall make appropriate recommendations to the Board concerning policies as well as other matters that come before the Committee relating to Tennessee Technology Centers.

f. Committee on Business, Community, and Public Affairs

The Committee on Business, Community and Public Affairs shall make recommendations regarding the Board’s role in economic development initiatives and the Board’s relationship with business, industry, and community leaders in Tennessee.

The Committee on Business, Community and Public Affairs shall also make recommendations to the Board on legislative and public relations.

g.Committee on Compensation

 The Committee on Compensation shall review compensation matters of the institutions and Central Office personnel that require Board approval and make recommendations to the Board regarding these matters.  The Committee on Compensation shall have the power to act for the full Board in compensation matters when waiting for the next scheduled Board meeting is not desirable.

h. Audit Committee

The Audit Committee shall provide appropriate oversight and accountability on fiscal matters within the Tennessee Board of Regents.  In addition to the Regents appointed to the Committee, the Board may select one or more certified public accountants or other qualified citizens who are not members of the Board to serve on the Audit Committee.

The Audit Committee shall employ a person qualified by training and experience to serve as an internal auditor and to report directly to the Audit Committee and the Board.  The internal auditor shall be removable only for cause by a majority vote of the Board.  The internal auditor shall perform the duties required by the Higher Education Accountability Act of 2004 (Tenn. Code Ann. 49-14-101 et seq.) including reports to the Committee and development of a process to report and investigate illegal, improper, fraudulent or wasteful activity.

VIII. Officers and Their Duties

1. Officers: The officers of the Board of Regents shall be the Chairman, Vice Chairman, Chancellor, Treasurer, and Secretary. The Board may from time to time establish such other offices and positions as may be necessary to carry out the functions of the Board.

2. Election and Term of Office: The term of office of each officer, except the Chancellor, Treasurer and Secretary, shall be one year commencing on July 1st and until his successor is chosen and installed. Officers other than the Chancellor, Treasurer, and Secretary shall be elected each year by the Board at the last regular meeting of each fiscal year and may be re-elected, provided that the Vice Chairman in office as of July 1, 1980, may be re-elected for up to four consecutive terms, and that subsequent Vice-Chairmen may be re-elected for up to two consecutive terms. No one person shall hold more than one of these offices.

3. Removal of Officers: Officers may be removed at any time by the Board by the affirmative vote of a majority of the Board, not merely of the quorum.

4. Vacancies: Vacancies shall be filled by the Board as soon as practicable.

5. Chairman: The Chairman shall be a member of the Board, shall preside at the meetings of the Board with the authority to vote, and shall appoint the chairmen and members of all committees. He or she shall be an ex officio member of all committees with the authority to vote.

6. Vice Chairman: The Vice Chairman shall be a member of the Board and shall perform the duties and have the powers of the Chairman during the absence or disability of the Chairman.

7. Chancellor: The Board of Regents shall elect the Chancellor who shall hold office at the pleasure of the Board. He or she shall not be a member of the Board. In case of any vacancy in the Chancellorship, the Board shall name an Acting Chancellor who shall serve until the office of the Chancellor shall be filled.

The Chancellor shall be the chief executive officer of the State University and Community College System. He or she shall perform all of those duties that are prescribed by the Board. He or she shall be responsible to the Board of Regents for the prompt and effective execution of all resolutions, policies and rules and regulations adopted by the Board for the ordering and the operation of the entire System and for the government of any and all of its branches. His or her discretionary powers shall be broad enough to enable him or her to discharge these responsibilities. The Chancellor shall attend and participate in, without the privilege of voting, all of the meetings of the Board of Regents and of its committees. He or she shall be an ex officio member of all committees, without the authority to vote. He or she shall review recommendations from the presidents and directors regarding annual appointments, promotions, and salaries of employees of the several institutions and schools of the System, and shall be responsible for compliance by the presidents and directors with Board policies and procedures on personnel matters. He or she shall make recommendations regarding the establishment or discontinuance of staff positions in the Office of the Board of Regents. He or she shall recommend the appointment of administrative officers and other employees of the Office of the Board of Regents.

7. The Chancellor shall be empowered to act for the Board in the interims when the Board is not in session. He or she shall speak for the Board and shall represent it at meetings and before the public consistent with established policies of the Board. He or she shall be the channel of communication with the presidents of the institutions and directors of the schools and shall present recommendations concerning System policy to the Board.

The Chancellor shall be authorized upon the authority of the Board and in its name to execute all notes, bonds, deeds, contracts, and other documents of an official nature. He or she shall submit, in behalf of the Board and with its approval the annual report at the end of each fiscal year, which report shall go to the Governor and the legislature.9

8. Treasurer: The Treasurer shall be elected by the Board and shall not be a member thereof, but shall be a member of the staff of the Chancellor. He or she shall be sworn and bonded to discharge faithfully the duties as Treasurer. He or she shall serve without vote as a member of the Committee on Finance and Business Operations. He or she shall perform such other duties as the Board may authorize or as may be assigned by the Chancellor.

9. Secretary: The Secretary shall be elected by the Board and shall not be a member thereof but shall be a member of the staff of the Chancellor. He or she shall be sworn to discharge faithfully the duties as Secretary. He or she shall be present at all meetings of the Board and of the committees. He or she shall keep an accurate record of proceedings of the meetings of the Board and of the committees. In the absence of the Secretary from a meeting, a secretary shall be chosen for the meeting and shall record the proceedings. He or she shall be the custodian of all minutes, official documents, and archives of the System. He or she shall perform such other duties and have such other powers as the Board may authorize or as may be assigned by the Chancellor.

10. Delegation of Duties of Officers: In case of the absence of any officer of the Board of Regents, or for any other reason that the Board may deem sufficient, the Board of Regents may delegate the powers or duties of such officers, provided a majority of the full Board occurs therein.  

IX. Institutions and Schools

1. Institutions and Schools of the System: The State University and Community College System of Tennessee shall consist of the following institutions and schools and such other institutions as may be established or placed under the Board of Regents from time to time:

UNIVERSITIES - 6

Austin Peay State University, Clarksville; East Tennessee State University, Johnson City; University of Memphis, Memphis; Middle Tennessee State University, Murfreesboro; Tennessee State University, Nashville; Tennessee Technological University, Cookeville

COMMUNITY COLLEGES - 12

Chattanooga State Tech. Comm. College, Chattanooga; Cleveland State Community College, Cleveland ;Columbia State Community College, Columbia; Dyersburg State Community College, Dyersburg; Jackson State Community College, Jackson; Motlow State Community College, Lynchburg; Northeast State Technical Community College, Blountville; Pellissippi State Technical Community College, Knoxville; Roane State Community College, Harriman; Southwest Tennessee Community College, Memphis; Volunteer State Community College, Gallatin; Walters State Community College, Morristown

TECHNICAL INSTITUTES - 1

Nashville State Technical Institute, Nashville

TECHNOLOGY CENTERS - 26

Athens, Covington, Crossville, Crump, Dickson, Elizabethton, Harriman, Hartsville, Hohenwald, Jacksboro, Jackson, Knoxville, Livingston, McKenzie, McMinnville, Memphis, Morristown, Murfreesboro, Nashville, Newbern, Oneida, Paris, Pulaski, Ripley, Shelbyville, and Whiteville.

T.C.A. 49-8-101

2. Heads of Institutions: The president of each institution in the System shall be the executive head of the institution and of all its departments, and shall exercise such supervision and direction as will promote the efficient operation of the institution. He or she shall be responsible to the Board through the Chancellor for the operation and management of the institution and for the execution of all directives of the Board and of the Chancellor. He or she shall have direct access to the Board by submitting reports to the Board at its regular meetings and to meet with the Board on such occasions. He or she shall be the official medium of communication between the faculty and the Chancellor, and between the council, senate, assembly, or any such body, either of the faculty or of the students, and the Chancellor. He or she shall recommend annually to the Board of Regents, through the Chancellor, the creation or continuance of positions of faculty and other employees of the institution. He or she shall have the authority to recommend or make appointments of personnel and, within budgetary limitations, to fix their salaries, and to recommend or approve promotions, transfers, leaves of absence, and removal of personnel, pursuant to the requirements of policies and procedures established by the Board, and subject to such prior approval or confirmation of the Board or the Chancellor as may be required by the Board. He or she shall make an annual report to the Board, through the Chancellor, of the work and condition of the institution under his or her control.

2. a. Terms of Heads of Institutions: The heads of the institutions shall serve at the pleasure of the Board.

b. Resignation and Removal of Heads of Institutions: The Board anticipates upon appointment that each head of an institution will serve for a number of years. The head of each institution may resign at any time upon written notification to the Board through the Chancellor. The head of each institution may be terminated at any time by the Board. In the event of termination of the head of an institution, three months' severance compensation may be authorized by the Board.

c. Presidents' Councils: The president of each institution shall be a member of the respective Presidents' Council for his or her type of institution and shall likewise be a member of the Joint Presidents' Council. These councils shall have the opportunity to present reports and recommendations to the Board of Regents. The Chancellor shall be an ex officio member of each council and shall be invited to attend each meeting of said councils.

3. Heads of Schools: The director of each area technology center in the System shall be the executive head of the school and of all its departments, and shall exercise such supervision and direction as will promote the efficient operation of the school. He or she shall be responsible to the Board and Chancellor, through the senior member of the Board staff for vocational-technical education, for the execution of all directives of the Board and of the Chancellor. He or she shall have access to the Board by submitting reports to the Board at its regular meetings through a representative director who shall meet with the Board on such occasions. He or she shall be the official medium of communication between the faculty and the Chancellor, and between the council, senate, assembly, or any such body, either of the faculty or of the students, and the Chancellor. He or she shall make an annual report to the Board, through the Chancellor, of the work and condition of the school under his or her control. He or she shall have specific responsibilities as delegated by the Chancellor for the operation and management of the school.

a. Terms of Heads of Schools: The heads of the schools shall serve at the pleasure of the Chancellor.

b. Resignation and Removal of Heads of Schools: It is anticipated upon appointment that each head of a school will serve for a number of years. The head of each school may resign at any time upon written notification to the Chancellor. The head of each school may be terminated at any time by the Chancellor.

4. Employees a. Administrative personnel, faculty members and other personnel shall be recommended or appointed by the president of the institution and director of the school, subject to such requirements, approvals or confirmations by the Board or the Chancellor as may be specified by the Board.

b. A member of the Board shall not be a party to procuring the appointment of any relative at any of the units of the State University and Community College System.

5. Students:

a. Admission: The Board shall prescribe rules and regulations for the admission of students to the institutions and schools.

b. Campus Conduct: Within general System guidelines and policies developed by the Board, the presidents and directors shall be responsible for promulgating campus regulations developed within the institutional or school community. Students violating the rules and regulations of an institution or school may be punished, suspended, or expelled as the nature of the case requires.

X. Degrees, Diplomas, and Certificates

1. a. Degrees: The faculty shall recommend to the president of the institution the candidates for degrees which the institution has been authorized by the Board to confer.

b. Diplomas and Certificates: The director shall certify the candidates for diplomas and certificates which the area vocational-technical school has been authorized by the Board to award.

 2. Degree, Diploma, and Certificate Requirements: The Board of Regents shall set requirements for the award of degrees by all institutions, and diplomas and certificates by all area schools within the System.

3. Approval of Degree and Academic Programs, and Diploma and Certificate Programs: The Board of Regents shall approve all present and proposed programs of study leading to degrees in all institutions, and diplomas and certificates in all area schools of the System. The Board shall also exercise authority to disestablish programs of study upon the recommendation of the Chancellor.

XI. Appeals

The Board shall adopt a policy defining those final decisions affecting students and employees in the System which may be appealed to the Chancellor and the Board. The policy shall prescribe the process of appeal and the standard of review to be applied by the Chancellor and the Board.

XII. Amendment of Bylaws

These Bylaws may be amended or repealed at any regular meeting by an affirmative vote of not less than nine members of the Board, provided however, that any proposed change in these Bylaws shall be submitted to the Secretary in writing at any regular meeting or special meeting and shall be voted on at the next regular meeting of the Board. Amendments or additions to the Bylaws shall be presented in such form as suitable for direct incorporation into the Bylaws. Any Bylaw may be suspended at any regular or special meeting for that meeting only by the unanimous consent of all present.

The Secretary shall maintain a Bylaws book in which shall be recorded all Bylaws and any changes, additions, or deletions thereto.

XIII. Parliamentary Authority

The rules contained in Roberts Rules of Order, 1970, or subsequent edition shall govern the Board in all cases to which they are not inconsistent with the Bylaws or any special rules of order of this Board.

As Amended December 16, 1983; Board Meeting December 7, 2001; Board Meeting September 24, 2004; Board Meeting December 3, 2004