[Original adoption, November 16, 1962; Revised, September 9, 1977 (Resolution No. 76-15), November 2, 1985, and February 21, 1986]

CWUP 1-60-010 Amendments

(1) Procedure. This constitution may be amended at any regular meeting of the board of trustees by the affirmative vote of five trustees, provided that notice of any proposed amendments, including a draft thereof, shall have been given at the regular meeting of the board of trustees next preceding the meeting at which such amendment is voted upon. Nothing in the constitution or bylaws or any act or failure to act by the board shall be construed or operate as an abridgement or limitation of any rights, powers, or privileges of the board of trustees.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

CWUP 1-60-020 Board of Trustees of Central Washington University

(1) Exercise of Powers. The board of trustees shall act only at meetings called and held as provided herein and except as otherwise specifically provided herein. All matters coming before the board for determination shall be determined by the vote of the majority of the members present.

(2) Policies and Procedures. The board of trustees from time to time may adopt policies and procedures, consistent with this constitution, for the government of Central Washington University and the conduct of the business of the board of trustees, and may amend or repeal the same, in whole or in part, as it may be advised after notice given as hereinafter provided, provided that no policy or procedure shall be adopted, amended, or repealed except by affirmative vote of five members of the board of trustees.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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CWUP 1-60-030 Board Legislation

(1) Classification of Board Legislation. Legislation by the board of trustees shall be classified as: a) bylaws, and b) policies and procedures. Such legislation shall be classified by the secretary of the board of trustees with the advice and consent of the board of trustees, previous to or at the time of the adoption of the legislation.

(2) Bylaws of the Board of Trustees. Legislation concerning the organization, procedures, and functions of the board of trustees itself shall be classified as bylaws of the board of trustees.

(3) Policies and Procedures. Legislation concerning the basic structure of the internal operating organization of the university shall be classified as policies and procedures.

(4) Amendment of Board of Trustees Legislation

(A) No bylaw shall be adopted, repealed, or amended, except by the affirmative vote of at least five trustees at a regular meeting of the board of trustees, and unless at a regular meeting of the board of trustees held prior to the meeting at which a proposed bylaw, repeal or amendment of bylaw is voted upon, notice of intention to propose such bylaw, or repeal, or amendment, including a draft thereof shall have been given.

(B) Policies and procedures may be changed or amended and additional policies and procedures adopted at any regular or special meeting of the board of trustees by a vote of the majority of the total membership of the board of trustees, provided that not less than one week's notice of the intention to change, amend, or add to the policies and procedures in whole or in part (which notice may be included in the call for the meeting) shall have been given to the members of the board of trustees, and provided further that other board policies or agreements on amendment procedures are not violated. Such notice shall be in writing and shall include the exact wording proposed.

Changes, amendments, and additions shall be upon formal motion, indicating specifically the change in, amendment of, or addition to the policies and procedures that is intended. An action of the board of trustees which fails to embody such indication shall not have the status of a regulation.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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CWUP 1-60-040 Committees

(1) Committees of the Whole. The board of trustees shall act as a committee of the whole for the conduct of its business.

(2) Special Committees. Special committees may be appointed by the chair of the board upon authority of the board with such powers and duties as the board may determine, provided that no special committee shall act for more than one year from the date of appointment, and shall be considered discharged upon the expiration of said year, unless specifically authorized by the board of trustees at the time of their appointment, or from year to year, to act for a longer period.

(3) Standing Committees. Committees shall be activated as necessary to meet the needs of the board. Membership on committees shall be for a one-year term and shall be by appointment of the chair. The committees shall have such powers and duties as the board may determine.

(4) Ad Hoc Committees. The chair may also appoint ad hoc committees of the board with its concurrence. These committees shall have such powers and duties as the chair may determine.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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CWUP 1-60-050 Meetings

(1) Regular Meetings. A regular meeting of the board of trustees shall be held at least once each calendar quarter, unless dispensed with by the board of trustees at such time and place as the board of trustees by motion from time to time may direct.

(2) Special Meetings. The chair of the board of trustees, or any five members thereof, may call special meetings of the board of trustees at any time.

(3) Public Meetings; Executive Sessions. Meetings of the board of trustees shall be open to the public except in executive sessions. Executive sessions are restricted to matters delineated in RCW 42.30.110.

(4) Quorum. Five trustees shall constitute a quorum of the board of trustees for the transaction of business.

(5) Rules of Procedure. Rules of order designated by the board of trustees shall govern the proceedings at and the conduct of the meetings of the board of trustees and its committees, in all cases to which they are applicable and which are not covered in or by the rules and standing orders of the board of trustees.

(6) At each regular meeting there shall be a pre-determined amount of time for public comment.

[05/2012, Resolution 12-04]

[06/2008: Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 05/2012; Approved by: James L. Gaudino, President]

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CWUP 1-60-060 Name, Composition and Powers of the Board of Trustees

(1) Name. The name of the governing board of this university shall be the "BOARD OF TRUSTEES OF CENTRAL WASHINGTON UNIVERSITY," hereinafter referred to as the "board of trustees."

(2) Composition and powers. The form and composition of the board of trustees, its duties and its powers, are prescribed in RCW 28B.10.020, RCW 28B.10.050, and 28B.35.100 through 28B.35.120.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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CWUP 1-60-070 Officers of the Board

(1) Designation and Qualifications. The officers of the board of trustees shall be chair, vice chair, secretary, and treasurer. The chair and vice chair shall be members of the board of trustees. The secretary and treasurer may or may not be members of the board of trustees.

(2) Election of Chair and Vice Chair. The board of trustees shall elect the chair and vice chair. The chair and vice chair shall be elected annually, and shall hold office for one year or until their successors are elected. In the event of an interim vacancy in the office of chair or vice chair, successors may be elected to hold office for the unexpired term.

(3) Appointment of Treasurer. The board of trustees shall appoint a treasurer who shall be the financial officer of the board and who shall hold office at the pleasure of the board.

(4) Appointment of Secretary. The board of trustees shall appoint a secretary who shall provide administrative support to the board and who shall hold office at the pleasure of the board.

[10/2010, Resolution 10-12]

[06/2008: Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 10/2010; 10/2018; Approved by: James L. Gaudino, President]

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CWUP 1-60-080 Powers and Duties of Officers

(1) Chair and Vice Chair. The chair of the board of trustees shall preside at meetings of the board of trustees. In event of the chair’s absence or inability to act, the vice chair shall preside.

The chair of the board and the vice chair are severally authorized, on behalf of the board of trustees, to execute, and except where express authority has been elsewhere conferred by law, or by rule, order, or resolution of the board of trustees, all contracts, deeds, leases, notes, mortgages, deeds of trust, bonds, indentures, warrants, undertakings, powers of attorney, releases, and satisfactions of mortgages and indebtedness, re-conveyances under deeds of trust, and all other releases, when the same have been authorized to be executed by the board of trustees.

In case of the absence of the chair and vice chair from any meeting of the board of trustees, or in case of the inability of both of the two to act, the board of trustees shall elect for that meeting a chair PRO TEMPORE, and may authorize such chair PRO TEMPORE to perform the duties and acts authorized or required by said chair or vice chair to be performed, as long as the inability of these said officers to act may continue.

(2) The Secretary to the Board of Trustees. The secretary to the board of trustees shall give public notice of all meetings of the board of trustees and all meetings of committees of the board of trustees. The secretary shall ensure that minutes are kept of the proceedings of the board of trustees. The secretary shall be the custodian of all official records of the board of trustees including the minutes of all meetings of its committees and of all deeds, contracts, and other documents and papers of the board of trustees, unless otherwise directed by the board of trustees. The secretary is authorized, with the chair or vice chair of the board of trustees, on behalf of the board of trustees, to execute or to attest all contracts, deeds, leases, notes, mortgages, deeds of trust, bonds, indentures, warrants, undertakings, powers of attorney, releases and satisfactions of mortgages and indebtedness, re-conveyances under deeds of trust, and all other releases, when the same have been authorized to be executed by order of the board of trustees. The secretary is authorized to respond to all correspondence on behalf of the board and to initiate and send correspondence on behalf of the board. The secretary shall be custodian of the seal of the board of trustees, and shall affix the seal to documents and certifications executed on behalf of the board of trustees.

(3) Treasurer. The treasurer of the board of trustees shall, in the name of the board of trustees, receive and take charge of all moneys and property of the university subject to the control and direction of the board of trustees. The treasurer shall make such reports on all matters pertaining to the fiscal operations of the board of trustees, as shall be requested by the board of trustees. The treasurer is authorized to receive on behalf of the board of trustees, any funds, securities, properties, or other assets distributed to the board of trustees of Central Washington University or departments or divisions thereof, from any estate or trust, or received as gifts, and to issue appropriate receipts and releases in connection therewith. The treasurer is likewise authorized to receive and to issue receipts and releases for any funds or other assets payable or deliverable to the board of trustees of Central Washington University as a result of any court action.

(4) Special Authority of Officers. The officers of the board of trustees shall have such powers and shall perform such duties in addition to those in this constitution set forth as may be delegated to them by the board of trustees.

[12/2011, Res. 11-14; 06/2013, Res. 13-04]

[06/2008; 12/2011: Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2013; Approved by: James L. Gaudino, President]

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CWUP 1-60-090 Special Provisions Relating to the Board of Trustees

(1) Contracts. Except when specifically authorized by the board of trustees, no trustee may make or enter into any contract on behalf of Central Washington University.

(2) Miscellaneous. No trustee shall receive salary or other compensation for services as a trustee. A trustee may be reimbursed for expenses incurred by reason of attendance upon any meetings of the board of trustees or a committee thereof or in the performance of other official business of the trustees in accordance with existing statutes.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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CWUP 1-60-100 University Seal

The design of the seal of Central Washington University shall be approved by the board of trustees.

[Responsibility: Board of Trustees; Authority: Cabinet/UPAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 06/2008; Approved by: James L. Gaudino, President]

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