Article VI: Officers of the University – Appointment and Removal

Section 6.1 Officers of the University.

The officers of the University shall be the following: President; Chancellor of a campus; such Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents as the Board may approve from time to time; Chief Financial Officer; General Counsel; Secretary; Treasurer; and Chief Audit and Compliance Officer. From time to time and without prior amendment of these Bylaws, the Board may designate an officer of the University as Chief Operating Officer upon the recommendation of the President.

 

Section 6.2 Creation of Officer Positions.

No system administration position at the level of Vice President or above (regardless of title) that will report directly to the President or another officer of the University shall be created or filled without the approval of the Board.

 

Section 6.3 Holding Two Offices Concurrently.

Upon the President’s recommendation and without prior amendment of these Bylaws, the Board may approve an officer of the University, other than the President or a Chancellor, to hold two offices concurrently; provided that the office of Treasurer may only be held concurrently by the Chief Financial Officer, and the office of Secretary may only be held concurrently by the General Counsel.

 

Section 6.4 Appointment of the President.

The Board of Trustees shall appoint and fix the compensation and other terms of employment of the President.

 

Section 6.4(a) Appointment of an Interim or Acting President.

When a vacancy or notice of an impending vacancy occurs in the office of President, the Board or the Executive Committee shall appoint an interim or acting President on the recommendation of the Chair of the Board.

 

Section 6.4(b) Process for Appointment of the President.

When the Chair of the Board deems it appropriate to proceed to fill a vacancy in the office of President by an external search, the Chair shall recommend to the Board a process and timeline for the search and a statement of qualifications for the position. The Chair may present his or her recommendations concerning the presidential search process to the Board at either a regular meeting or a special meeting called for that purpose, and the meeting shall be open to the public and subject to the requirements of the Tennessee Open Meetings Act. The search process shall include a search committee composed as the Board determines to be appropriate, upon the recommendation of the Chair, notwithstanding any other provision in these Bylaws. Subject to the requirements of Tennessee Code Annotated § 49-7-154 et seq., the provisions outlined below shall apply to the selection and appointment process of a President.

  1. (1)Recommendation of up to Three (3) Candidates. The search committee may select up to three (3) candidates to be recommended to the Board of Trustees.
  2. (2)Records of Candidate(s) Selected for Recommendation to the Board. No later than fifteen (15) days before the vote of the Board of Trustees to appoint a President, records relating exclusively to the candidate(s) selected for recommendation to the Board shall be open for public inspection, except any record otherwise confidential under state or federal law. Records of all other candidates shall remain confidential and not subject to public inspection.
  3. (3)Public Forum with Candidate(s) Selected for Recommendation to the Board. No later than seven (7) calendar days before a meeting at which the Board will vote to appoint a President, the Board shall hold at least one (1) public forum with the candidate(s).
  4. (4)Open Meeting to Appoint the President. The meeting at which the Board will vote to appoint a President shall be open to the public in compliance with the Tennessee Open Meetings Act.

 

Section 6.5 Appointment of Chancellors.

The Board shall approve, upon the recommendation of the President, the appointment of Chancellors and approve their initial compensation and other terms of employment.

 

Section 6.5(a) Appointment of an Interim or Acting Chancellor.

When a vacancy or notice of an impending vacancy occurs in the office of Chancellor, the President is authorized to appoint an interim or acting Chancellor.

 

Section 6.5(b) Process for Appointment of Chancellors.

When the President deems it appropriate to proceed to fill a vacancy in the office of Chancellor by an external search, the President shall recommend to the Board a process and timeline for the search and a statement of qualifications for the position. The President may present his or her recommendations concerning the chancellor search process to the Board at either a regular meeting or a special meeting called for that purpose, and the meeting shall be open to the public and subject to the requirements of the Tennessee Open Meetings Act. The President, in consultation with the Chair of the Board, shall appoint a search committee to advise and assist the President during the search process. The search committee may select up to three (3) candidates to be recommended to the President and the Board of Trustees. In the exercise of his or her independent judgment, the President may recommend one or more of the candidate(s) to the Board of Trustees or may decide that the search process should continue. The selection and appointment process of a Chancellor, including the confidentiality of records or information relating to or arising out of the search process, shall be consistent with the provisions of Tennessee Code Annotated § 49-7-154 et seq.

 

Section 6.6 Appointment of Other Officers.

The Board shall approve, upon the recommendation of the President, the appointment of other officers of the University, as designated in these Bylaws, and approve their initial compensation and other terms of employment; provided that (i) for the Chief Audit and Compliance Officer, the Board’s approval shall be on the recommendation of the Audit and Compliance Committee; (ii) if an individual other than the General Counsel is proposed for appointment to the office of Secretary, the Board’s approval shall be upon the recommendation of the Chair of the Board; and (iii) if an individual other than the Chief Financial Officer is proposed for appointment to the office of Treasurer, the Board’s approval shall be upon the recommendation of the Chief Financial Officer.

 

Section 6.6(a) Process for Appointment of the Secretary.

When a vacancy or notice of an impending vacancy occurs in the office of Secretary, the Chair of the Board is authorized to appoint an individual to serve in an interim or acting capacity. If the office is to be filled by a person other than the General Counsel, the Chair of the Board shall identify a candidate to be recommended to the Board. The Chair may appoint an advisory committee to advise and assist the Chair, and members of the Board of Trustees may serve on the advisory committee. Appointment of an advisory committee shall not diminish the Chair’s ultimate authority and responsibility for recommending a candidate to the Board of Trustees for approval of the appointment and initial compensation and other terms of employment.

 

Section 6.6(b) Process for Appointment of the Chief Audit and Compliance Officer.

When a vacancy or notice of an impending vacancy occurs in the office of Chief Audit and Compliance Officer, the Chair of the Audit and Compliance Committee is authorized to appoint an individual to serve in an interim or acting capacity. When the Committee Chair deems it appropriate to proceed to fill the vacancy, the Committee Chair shall identify and recommend to the Committee a candidate for the position. The Committee Chair may appoint an advisory committee to advise and assist the Committee Chair, and members of the Board of Trustees may serve on the advisory committee. Appointment of an advisory committee shall not diminish the Committee Chair’s ultimate authority and responsibility for recommending a candidate to the Audit and Compliance Committee. If the Committee concurs with the recommendation of the Committee Chair, the Committee shall recommend the candidate to the Board of Trustees for approval of the appointment and initial compensation and other terms of employment.

 

Section 6.6(c) Process for Appointment of the Treasurer.

When a vacancy or notice of an impending vacancy occurs in the office of Treasurer when held by an individual other than the Chief Financial Officer, the President, in accordance with Section 6.3 of these Bylaws, may recommend that the Board approve the Chief Financial Officer to serve concurrently as Treasurer. Alternatively, if the office is to be held by an individual other than the Chief Financial Officer, the Chief Financial Officer may appoint an individual to serve as Treasurer in an interim or acting capacity. When the Chief Financial Officer deems it appropriate to proceed to fill the vacancy, the Chief Financial Officer shall identify a candidate to be recommended to the Board. The Chief Financial Officer may appoint an advisory committee to advise and assist the Chief Financial Officer, and members of the Board of Trustees may serve on the advisory committee. Appointment of an advisory committee shall not diminish the Chief Financial Officer’s ultimate authority and responsibility for recommending a candidate to the Board of Trustees for approval of the appointment and initial compensation and other terms of employment.

 

Section 6.6(d) Process for Appointment of Other Officers.

When a vacancy or notice of an impending vacancy occurs in an officer position other than Chancellor, Chief Audit and Compliance Officer, Secretary, or Treasurer, the President may appoint an individual to serve in an interim or acting capacity. When the President deems it appropriate to proceed to fill the vacancy, the President shall identify a candidate to be recommended to the Board. The President may appoint an advisory committee to advise and assist the President, and members of the Board of Trustees may serve on the advisory committee. Appointment of an advisory committee shall not diminish the President’s ultimate authority and responsibility for recommending a candidate to the Board of Trustees.

 

Section 6.7 Removal of Officers.

The President serves at the pleasure of the Board, which has power to remove the President at any time, subject to the terms of any written employment agreement approved by the Board. The Chancellors and other officers of the University report directly and solely to the President and serve at the pleasure of the President with the following exceptions:

  1. (1)The Vice President for Development and Alumni Affairs reports jointly to the President and the Board of Directors of The University of Tennessee Foundation, Inc., but serves at the pleasure of the President;
  2. (2)The Chief Audit and Compliance Officer reports to the Audit and Compliance Committee and the Board with respect to all audit activities and findings but reports administratively to the Chief Financial Officer;
  3. (3)If the office of Treasurer is held by an individual other than the Chief Financial Officer, the Treasurer reports directly to and serves at the pleasure of the Chief Financial Officer;
  4. (4)If the office of Secretary is held by an individual other than the General Counsel, the Secretary reports directly to the Chair of the Board and serves at the pleasure of the Board; and
  5. (5)From time to time, the President may assign one or more Vice Presidents to report directly to and serve at the pleasure of another officer of the University.

The President has authority to remove a Chancellor or other officer at any time without the approval of the Board with the following exceptions:

  1. (1)The Board alone has authority to remove the Chief Financial Officer and the General Counsel, which shall require a simple majority vote if recommended by the President and a two-thirds roll-call vote if not recommended by the President;
  2. (2)The Board alone has authority to remove, reassign, or demote the Chief Audit and Compliance Officer, and only for cause, by majority vote of the Board;
  3. (3)If the office of Treasurer is held by an individual other than the Chief Financial Officer, the Chief Financial Officer has authority to remove the Treasurer at any time after consultation with the President and the Chair of the Board;
  4. (4)If the office of Secretary is held by an individual other than the General Counsel, the Board alone has authority to remove the Secretary, which shall require a simple majority vote if recommended by the Chair of the Board and a two-thirds roll-call vote if not recommended by the Chair of the Board; and
  5. (5)If the President has assigned a Vice President to report directly to another officer of the University, that officer has authority to remove the Vice President at any time after consultation with the President.

 

Section 6.8 Change in Compensation and Other Terms of Employment of Chancellors and Other Officers of the University.

Prior to making a change in the Board-approved compensation or other terms of employment of a Chancellor or other officer of the University, the President shall inform and seek the advice of the Chair of the Board and, if applicable, the chair of a committee staffed by the officer and provide comparative data for Board-approved peer institutions and a schedule of the current compensation and other terms of employment of all officers. No later than August 31 of each year, the President shall provide to the entire Board of Trustees a written report of the compensation and other terms of employment of all officers for the current fiscal year.

 

Section 6.9 Employment of Former Officers.

When an officer of the University retires or otherwise leaves office, the title, compensation, and other terms and conditions of any continued full-time employment by the University shall be presented to the Board or the Executive Committee for approval before the employment can begin. If the officer holds tenure in an academic department and leaves office to assume full-time faculty duties, the Board of Trustees shall set the faculty salary in accordance with the provisions of the Board Policy on Setting Faculty Salaries upon Conclusion of Administrative Appointments.