Article VII: Officers of the University – Duties
Section 7.1 Duties of the President.
The President is the chief executive officer of The University of Tennessee system and exercises complete executive management and administrative authority over all component parts of the University, subject to the direction and control of the Board of Trustees. The President has ultimate responsibility for leading the University academically, administratively, and financially and for promoting the general welfare and development of the system in its several parts and as a whole. The President is the principal spokesperson for the University. The President shall perform the other duties prescribed elsewhere in these Bylaws and those prescribed in statute, Board or University policies, a position description approved by the Board, and otherwise prescribed by the Board or a committee of the Board from time to time.
Section 7.1(a) Delegation by the President.
The President may delegate responsibilities and duties to subordinate officers. In accordance with applicable University policies and procedures, the President delegates to Chancellors and Vice Presidents powers and duties to supervise and administer academic and budgetary units reporting to them, under the general supervision of the President. These delegations do not reduce the President’s ultimate responsibility, as chief executive officer of The University of Tennessee system, to exercise administrative authority over the Chancellors and other officers of the University.
Section 7.1(b) Temporary Assumption of President’s Duties.
If the President is unexpectedly absent or otherwise unable to perform the duties of the office for any reason, the Chair of the Board shall designate another officer of the University to assume the duties on a temporary basis.
Section 7.2 Duties of the Chancellors.
The Chancellors shall be the chief executive officers of their respective units and shall be fully responsible for administration and management of the unit, subject to the administrative authority of the President. The Chancellors shall perform the duties prescribed elsewhere in these Bylaws, in Board or University policies, in a formal position description approved by the President, and those prescribed by the Board or a committee of the Board from time to time.
Section 7.3 Duties of the Secretary.
Unless the office of Secretary is held concurrently by the General Counsel, the Secretary shall act under the supervision of the Chair of the Board and may hold the additional titles of Chief of Staff, Special Counsel, or both. The Secretary shall perform the following duties in addition to those prescribed elsewhere in these Bylaws:
- (1)Attest all instruments of legal obligation requiring the Seal of the University and affix thereto the Seal, of which the Secretary shall be the custodian;
- (2)Countersign, by facsimile signature, all diplomas granted by the University; and
- (3)Other duties prescribed in Board or University policies, in a formal position description approved by the Board, or otherwise prescribed by the Board, the Chair, or a committee of the Board from time to time.
Section 7.3(a) Assistants to the Secretary.
With approval of the Chair, the Secretary may appoint one or more persons to the position of Deputy, Associate, or Assistant Secretary to assist in performing the duties of the office. In the absence of the Secretary and any Deputy, Associate, or Assistant Secretary from any meeting of the Board or of the Executive Committee, the Board or the Executive Committee may appoint a Secretary Pro Tem, who shall be charged with the duty of taking the minutes of the meeting and sending a copy to all members of the Board.
Section 7.4 Duties of the Chief Audit and Compliance Officer.
The Chief Audit and Compliance Officer shall act under the direction of the Chair of the Audit and Compliance Committee and shall have direct and unrestricted access to other members of the Committee and the Chair of the Board. The Chief Audit and Compliance Officer shall have the following duties:
- (1)Develop and execute a comprehensive audit plan to be conducted in accordance with applicable professional auditing standards;
- (2)Make a comprehensive report on the internal audit function to the Board of Trustees through the Audit and Compliance Committee annually. The report shall include the annual audit plan and a review of all previous year audits completed and in progress, including any follow-up reviews and any audits that were scheduled but not done;
- (3)Send a copy of each internal audit report and follow-up review, upon its completion, to the Audit and Compliance Committee;
- (4)Promptly report any activity that is illegal, or the legality of which is questioned by the internal audit department (e.g., conflict of interest, theft), to the Chair of the Audit and Compliance Committee; and
- (5)Other duties prescribed elsewhere in these Bylaws, in Board or University policies, in a formal position description approved by the Board, or otherwise prescribed by the Board, the Chair of the Audit and Compliance Committee, or a committee of the Board from time to time.
Section 7.5 Duties of Other Officers of the University.
Other officers of the University shall perform the duties prescribed elsewhere in these Bylaws, in Board or University policies, in a formal position description approved by the President, and other duties prescribed by the Board or a committee of the Board from time to time.
Section 7.6 Authority of Certain Officers to Sign Legal Instruments.
Subject to compliance with applicable Board or University policies requiring prior review of legal instruments by the General Counsel (or designee) and the Chief Financial Officer (or designee), the following officers of the University shall have authority to sign contracts, agreements, bonds, mortgages, notes, deeds, leases, or any other instrument of legal obligation in connection with the operation of the business of the University: President, Chief Financial Officer, Treasurer, and Secretary.
Section 7.6(a) Delegation of Authority to Sign Certain Legal Instruments.
University fiscal policies and procedures issued from time to time may delegate to Chancellors or other campus or system administrative personnel the authority to sign certain other legal instruments that do not warrant prior review by the General Counsel (or designee) or Chief Financial Officer (or designee).
Section 7.6(b) Requirement to File Copies in the Office of the Treasurer.
A copy of every instrument of legal obligation executed on behalf of the University under the delegation authorized by Section 7.6(a), except purchase orders, shall be filed in the official files of the University in the Office of the Treasurer.
Section 7.7 Authority of the General Counsel to Employ Attorneys and Retain Outside Counsel.
The General Counsel is the chief legal officer for The University of Tennessee and all its constituent parts. The General Counsel and attorneys working under the General Counsel’s supervision are responsible for all legal matters affecting the University, including representation of the University and University officials in legal actions. In consultation with the President and the Chief Financial Officer, the General Counsel is authorized to retain outside counsel to represent the University in legal actions or otherwise assist in carrying out the responsibilities of the General Counsel. No other officer or employee is authorized to employ attorneys or retain outside counsel to handle legal matters for any campus, institute, or other unit of the University.
Section 7.8 Requirement of Bond by the Treasurer.
As the official custodian of all funds coming into the University, the Treasurer is responsible for the proper handling of all funds in accordance with applicable state law and Board or University policies. The Treasurer shall give bond in the amount and form as may be required by state law from time to time.