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Board of Executive Advisors


BOEA By-Laws

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 promote a meaningful partnership with the College of Business faculty.

Articles

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 officer of the Board shall be the 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 three classes of members: Regular, Associate, and Ex-Officio.

A. Regular Members - Regular members are representatives of the business community who 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 for a term of three years and a maximum of two terms. (Note that a chairperson may serve a total of seven years if his/her term as chairperson begins in the sixth year.)
  3. If a regular member finds it necessary to resign from the Board, written notification shall be given to the chairperson or dean.
  4. 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. 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. Associate Members
Associate members are former regular members who wish to continue their association with the Board of Executive Advisers after having served two terms.

  1. Regular members who have completed two consecutive terms may continue their association with the Board and the College of Business as Associate Members by indicating such desire at the completion of their second term. Associate Members will be invited to all regular meetings and to committee activities.

C. 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.
  4. The chairperson will ask each member at the end of his/her term, and every year thereafter, if they wish to continue to participate as an associate member.


Article IV

A. Meetings

  1. The regular meetings will be scheduled on the second Thursday of November and the third Thursday of May each year.
  2. Election of Chairperson: The election of the chairperson will take place at the spring meeting. The new chairperson will assume the responsibilities of the position at the close of that meeting.
  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 and associate 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 elect the 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 chairperson's term, the chairperson and the dean shall recommend the candidate to succeed the current 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 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.


Article VI

Duties of Board Administers

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. 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.


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 will be constituted for two-year periods. For subsequent two-year terms, members will 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: This group will be comprised of the chairperson of the Board, the Dean of the College, three Board members, and two department chairs. This group will serve as a steering committee for the activities of the groups, 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.