Bylaws

I. Organization

The Southwest Virginia Higher Education Center is a state agency (#948) established in 1991 by the Virginia General Assembly.

II. Partners

Virginia Highlands Community College, the University of Virginia’s College at Wise, Old Dominion University, Radford University, Emory & Henry College, Virginia Polytechnic Institute and State University, and the University of Virginia are the partners of the Southwest Virginia Higher Education Center. The Center works cooperatively with the private colleges in the area; King University and Bluefield College.

III. Mission

The mission of the Southwest Virginia Higher Education Center is to provide undergraduate and graduate credit courses and degree programs as well as noncredit educational opportunities in the southwest region.

IV. Objectives

The objectives of the Southwest Virginia Higher Education Center are to:

A. promote and coordinate undergraduate and graduate degree programs, non-degree courses, and non-credit continuing professional education in a manner that is comparable in quality to member institution’s on campus programs and courses;

B. facilitate the delivery of teacher training programs leading to recertification and graduate degrees;

C. serve as a resource and referral center by maintaining and disseminating information on existing educational programs and resources; and

D. develop, in cooperation with the State Council of Higher Education for Virginia, specific goals for higher education in Southwest Virginia.

V. Governing Board

A. The Center shall be governed by a Board of Trustees, consisting of the Director of the State Council of Higher Education for Virginia or his/her designee, the Chancellor of the Virginia Community College System or his/her designee, the presidents or their designees of Virginia Polytechnic Institute and State University, the University of Virginia, the University of Virginia’s College at Wise, Old Dominion University, Radford University, Emory & Henry College and Virginia Highlands Community College, and five citizen members to be appointed by the Governor, representing southwest Virginia public education and area business and industry, including one school division superintendent and one public school teacher.

B. Legislative members and the representatives of the State Council, the Virginia Community College System, and the named institutions of higher education shall serve on the Board until the expiration of their terms of office or until their successors shall qualify. Of the five citizen members to be appointed in 1991, two shall be appointed for three-year terms of office, and three shall be appointed for four-year terms. Thereafter, all such citizen appointments shall be for terms of four years, except that appointments to fill vacancies shall be for the unexpired terms.

No citizen member of the Board shall be eligible to serve for or during more than two successive four-year terms, but after the expiration of a term of three years or less, or after the expiration of the remainder of a term to which appointed to fill a vacancy, two additional four-year terms may be served by such member if appointed thereto.

C. Legislative members of the Board shall be compensated as specified in Section 14.1-18 of the Code of Virginia, and all members of the Board shall be reimbursed for their actual expenses incurred in the performance of their duties in the work of the Center.

D. Powers of the Board shall include:

1. All the corporate powers given to that title. The Board shall also have the power to accept, execute, and administer any trust in which it may have an interest under the terms of the instrument creating the trust.

2. The authority to establish and administer agreements with public institutions of higher education in the Commonwealth to provide graduate level instructional programs at the Center. The Board shall be empowered to establish and administer agreements with the University of Virginia’s College at Wise for the provision of upper level undergraduate instructional programs at the Center and with Virginia Highlands Community College for the provision of associate degree instructional programs at the Center.

E. Major responsibilities of the Board of Trustees are to:

1. formulate policy to guide administration, financing, and coordination of the Center and programs;

2. evaluate local needs and communicate their assessment to member institutions;

3. apply for, accept, and expend gifts, grants, or donations from public or private sources to enable it to carry out its objectives;

4. approve a yearly budget for Center operations;

5. approve contracts for programs and facilities;

6. employ and evaluate personnel to operate the Center;

7. evaluate the operation of the Center, including the contributions of member institutions;

8. approve membership of additional institutions in the Center;

9. determine standards for retaining institutional membership in the Center and approve continued membership;

10. establish the necessary committees for the Board of Trustees to discharge its functions and appropriately delegate responsibility to such committees;

11. act on those recommendations brought forward from Center committees; and

12. monitor Center finances.

VI. Officers

A. The Board of Trustees shall elect the following officers from its membership for two-year terms of office: Chairperson, Vice-Chairperson, and Secretary. Vacancies may be filled or new offices created and filled at any meeting of the Board.

B. An officer is eligible to serve two consecutive terms.

C. The Chairperson shall be the principal officer of the Center and, subject to the control and direction of the Board, shall have general control of the affairs of the Center. S/he shall be the presiding officer of both the Board of Trustees and the Executive Committee. S/he shall, in general, perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time.

D. The Vice-Chairperson will serve a Chairperson of the Building Committee. S/he shall perform duties that may from time to time be assigned to him/her by the Board of Chairperson.

E. The Secretary shall keep a record of all proceedings of Board meetings and Executive Committee meetings. S/he shall perform all duties incident to the office of secretary and such other duties that may be assigned to him/her by the Chairperson or by the Board.

VI. Board Of Trustee Meetings

A. The Board of Trustees will hold two meetings per year, one of which will be an annual meeting at which time elections for officers will be conducted.

B. Additional meetings may be called by any three members of the Board provided that each member is given two weeks notice.

C. A majority of the members of the Board of Trustees shall constitute a quorum for any business meeting. Action of the Board must be authorized by the affirmative vote of a majority of that quorum.

D. If a member of the Board is unable to attend a meeting of the Board, the member, after notifying the Center Director personally or in writing, may designate a representative to attend in his/her place with power to vote for the member.

VIII. Committees

The following permanent committees are established to facilitate the planning and management functions of the Center: executive, nominating, facilities, and program. The Chairperson of the Board will appoint committee members for a term of three years to ensure consistency in decision making. Unless otherwise stated, membership on each committee shall be comprised of one Board member or designee from each partner institution, one legislative member of the Board, one citizen member of the Board, the executive director of the Center and any additional members deemed appropriate by the chairperson. Committees shall keep regular minutes of their proceedings and report them to the Board for its information. A majority of the members of a committee are required in order to transact official business. Actions of any committee must be authorized by the affirmative vote of a majority of that quorum.

A. Executive Committee

1. shall have and exercise all of the authority of the Board in managing the Center as designated by the Board. However, the Executive Committee shall not have the authority of the Board to amend, alter or repeal the Bylaws; elect, appoint or remove any officer of the Board; amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee;

2. shall be composed of the officers of the Board of Trustees (Chairperson, Vice-Chairperson, and Secretary) and the president, chancellor or his/her designee of the partner institutions; and

3. Shall meet when and where the Executive resolves to do so.

4. The Chairperson of the Board shall serve as the presiding officer of the Executive Committee.

B. Nominating Committee

1. shall consist of three Board members who are not currently serving as officers of the Board;

2. shall include one legislative member, one higher education member, and one legislative member; and

3. shall meet prior to the annual meeting or as needed to nominate the officers of the Board of Trustees.

C. Facilities Committee

1. shall oversee the design, construction, and furnishing of the Center, review bids, and negotiate contractual terms;

2. shall recommend policy for the use and payment of space in the building;

3. shall be chaired by the Vice-Chairperson of the Board of Trustees; and

4. shall meet as often as necessary to ensure timely counsel that advances the building process.

D. Program Committee

1. shall have oversight for the scope and programs of the Center including their need, admission, remediation, retention, and discontinuation;

2. shall develop a long range plan of non-credit, credit, and degree programs for the Center to be presented at the annual meeting of the Board;

3. shall be appointed by the Chairperson of the Board and shall include representation from each partner institution, all institutions involved in program planning or delivery, and Board members as designated;

4. shall meet at least twice a year; and

5. shall elect its own chairperson from the committee membership.

IX. Executive Director Of The Center

A. The Executive Director of the Southwest Virginia Higher Education Center is employed by the Board to provide leadership for the administrative and planning functions of the Center.

B. Terms of Employment

The executive director shall be employed for a three-year term with an annual review conducted by the Board.

C. Major duties are to include the following:

1. develop plans for long term educational programs and financial stability;
2. advise and seek the advice of the Board on pertinent issues and areas requiring policy clarification;
3. implement Board policies;
4. establish guidelines for efficient and sound fiscal management;
5. in accordance with prudent and acceptable practice, deposit and disburse moneys and valuables of the Center as authorized by the Board;
6. stimulate the development of innovative programs and delivery systems;
7. assess and communicate to participating institutions the education needs of the community;
8. coordinate with participating institutions the curriculum to be offered, facilities required, student advisory services; registration and academic fees;
9. serve as a liaison to the Board and all Center committees;
10. organize and maintain a system to gather and analyze data for managing the Center and for providing reports to the Board, state agencies, and participating institutions;
11. develop and maintain public relations and public information programs;
12. employ, evaluate, and terminate Center staff according to the Board authorization;
13. ensure that the building is properly maintained and secured; and
14. discharge other responsibilities assigned by the Board of Trustees.

X. Finances

The University of Virginia shall serve as the fiscal agent for the Southwest Virginia Higher Education Center. The Center will follow the University’s policies and regulations in regards to all financial matters.

XI. Students

A. Prior to acceptance in any course, a student must comply with the requirements of the offering institution and meet the prerequisites of the course.

B. Advising and counseling of students remains the responsibility of the institutions.

C. It is the policy of the Center to maintain and promote equal employment and educational opportunity without regard to race, color, sex or age (except where sex or age is a bona fide occupational qualification), religion, disability, national origin or other non-merit factors.

XII. Amendments

These Bylaws may be altered, amended or repealed and new Bylaws adopted by a majority vote of the Board present at any meeting of the Board at which a quorum is present. Bylaws and amendments that involve academic issues must be reviewed by the Program Committee prior to final Board consideration.

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