BYLAWS
OF THE BOARD OF TRUSTEES
OF PORTLAND STATE UNIVERSITY
ARTICLE I
AUTHORITY AND POWER OF THE BOARD
Portland State University (the “University”) is a public university established by the laws of the State of Oregon. The University is governed by the Board of Trustees (the “Board”). The Board is vested by law with the power and authority to govern the University and to exercise all powers and authority of the University as set forth in the laws of the state of Oregon.
ARTICLE II
GENERAL CONCEPT OF BYLAWS
The Board establishes these bylaws in order to establish a governance structure for the conduct of Board business. The bylaws define the duties, authority limits and principal operating procedure for the Board and Board members. Board policies supplement the bylaws and guide Board and University operations and standards. Because the Board is the final institutional authority, these bylaws and Board policies have precedence over other policies of the University. However, the Board’s focus is one of oversight and policy determination. The Board delegates the conduct of administration and management to the President. It entrusts development and implementation of the curriculum, pedagogy and research through the President to the Faculty. It encourages student and staff participation in decision-making within the limits of attainable effectiveness.
ARTICLE III
ORGANIZATION OF THE BOARD
Section 1. Membership
The membership of the Board is established by Oregon law. The President of the University shall serve as an ex-officio, nonvoting member of the Board. With the exception of the President of the University, the Trustees are appointed by the Governor of the State of Oregon and are subject to confirmation by the Oregon Senate in the manner prescribed by law. To assist the Governor in appointing Trustees, the Board may submit recommendations and/or characteristics/traits for the Governor to consider whenever there is a vacancy.
Section 2. Vacancies
A vacancy on the Board shall exist upon the death, resignation, removal or expiration of the term of any Trustee. A Trustee may resign at any time by delivering written notice to the Governor and at least one of the following: the Chair of the Board of Trustees, the President of the University, or the University Secretary. When a vacancy exists, the Board Chair, in consultation with other Trustees, shall contact the Office of the Governor with a recommendation concerning the filling of this vacancy.
Section 3. Term
Except for the student, faculty and non-faculty trustees, appointed trustees shall serve for a four-year term. Student, faculty and non-faculty employee trustees shall serve for a two-year term. Trustees may be reappointed, except that no trustee may serve for more than two full consecutive terms. A trustee whose term has expired shall continue to serve until a replacement has been appointed and confirmed.
Section 4. Removal
Vacancies shall be filled by appointment by the Governor for the remainder of the unexpired term.
Section 5. Board Officers
The officers of the Board shall be the Chair and Vice Chair. The Chair and Vice Chair shall not be employees or students at the University and shall not, as Chair and Vice Chair, be authorized to bind the University. All officers of the Board must be voting trustees and serve at the pleasure of the Board. The Board may establish additional officers of the Board as it deems necessary.
Notwithstanding the appointment of a Chair and Vice Chair, authority is vested in the Board collectively and not in any individual Trustee. Individual trustees do not speak on behalf of the Board or the University unless authorized to do so by the Board or Chair. The Chair may speak on behalf of the Board and the University, unless otherwise determined by the Board.
A Board Officer may be removed from office by a two-thirds majority vote of Trustees eligible to vote. A Board Officer may voluntarily relinquish his or her position as Chair or Vice Chair by submitting a letter of resignation to the Secretary with an effective date.
Section 6. Compensation
Except for the President and other University employees, trustees serve as volunteers and are not compensated for their board services. Trustees may be reimbursed for reasonable transportation and other direct expenses incurred in the discharge of official Board duties.
ARTICLE IV
RESPONSIBILITIES OF THE BOARD
Section 1. Responsibilities of the Board
The Board is responsible for governing the University and for exercising and carrying out all of the powers, rights and duties that are expressly conferred upon the Board by law, or that are implied by law or are incident to such powers, rights and duties. The Board’s responsibilities include:
1. Determining the mission of the University and ensuring that the mission is kept current and aligned with the goals and mission of public higher education in Oregon.
2. Providing oversight and guidance to the University’s strategic direction.
3. Charging the President with the task of periodically leading a strategic planning process; participating in the strategic planning process; approving the strategic plan, and monitoring its effectiveness.
4. Selecting, supporting, and evaluating the President and reviewing the President’s compensation.
5. Ensuring the University’s fiscal integrity; overseeing the University’s financial resources and other assets; and preserving and protecting the University’s assets for posterity.
6. Ensuring and protecting, within the context of faculty shared governance, the educational quality of the University and its academic programs; and preserving and protecting the University’s autonomy, academic freedom, and the public purposes of higher education.
7. Ensuring that Board policies and procedures are current and properly implemented.
8. Engaging regularly, in concert with senior administration, with the University’s major constituencies.
9. Periodically assessing the performance of the Board and its committees, members, policies and practices.
Section 2. Delegation
The Board may delegate and provide for the further delegation of any and all powers and duties, subject to limitations expressly set forth in law.
ARTICLE V
MEETINGS OF THE BOARD OF TRUSTEES
Section 1. Public Meetings
A “Public Meeting” of the Board is the convening of trustees for a purpose for which a quorum is required in order to make a decision or to deliberate toward a decision on any matter. All Public Meetings of the Board shall be conducted in compliance with Oregon Public Meetings Law. “Public Meeting” does not include any statutorily exempted meetings, including on-site inspection of any project or program, the attendance of trustees at any national, regional or state association or the convening of trustees for any purpose for which a quorum is not required.
Section 2. Quorum for Public Meetings
Except as otherwise specified herein, a quorum of the Board is required to conduct Board business. A quorum of the Board shall be a majority of the Trustees in office at the time of the meeting
Section 3. Quorum not Required
Except as otherwise specified herein, a quorum of the Board is required to conduct Board business. A quorum of the Board shall be a majority of the Trustees in office at the time of the meeting
1. Adjourn the meeting from time to time to a different time or place before the date of the next regular meeting without further notice of any adjournment. At such an adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held.
2. Set a time for adjournment.
3. Call a recess.
4. Take any measure necessary or appropriate to assemble a quorum.
ARTICLE VI
MEETING PROCEDURES
Section 1. Regular Meetings
The Board shall meet at least four times a year on such dates and at such times as specified by the Chair, and on such additional dates and at such times as specified by the Chair or a majority of the Trustees then in office.
Section 2. Special Meetings
A special Public Meeting of the Board may be held at the call of the Chair, the President, or a majority of voting trustees. The Chair or Secretary shall cause to be delivered to each trustee, by electronic mail, or otherwise, notice of such meeting, along with a clear statement of purpose, at least 24 hours in advance.
Section 3. Emergency Meetings
Emergency Public Meetings of the Board may be held at the call of the Chair, the President or a majority of voting trustees with less than 24 hours’ notice, in which case the minutes of the emergency meeting shall describe with particularity the nature of the emergency requiring the emergency meeting. The Chair or Secretary shall cause to be delivered to each trustee, by electronic mail, or otherwise, notice of such meeting, along with a clear statement of purpose, as soon as practicable.
Section 4. Location of Meetings
Public Meetings of the Board shall be held at such places as the Board may determine, except that no Public Meeting of the Board may be held at a place that practices discrimination that would violate University policy or in a place inaccessible to persons with disabilities.
Section 5. Notice of Meetings
a. To the Public. Notice of all regular Public Meetings shall be provided by posting on the Board’s website and by electronic mail to interested parties, including media outlets, who have requested such notice.
Notice of the dates, times and places of all regularly scheduled Public Meetings of the Board and its committees during the fiscal year shall be posted within fourteen days after the first Public Meeting of the board or one of its committees in each fiscal year. Such notice shall be provided by posting on the Board’s website and by electronic mail to interested parties, including media outlets, who have requested such notice.
If a change occurs in the schedule of a regular Public Meeting or a special Public Meeting of the Board or one of its committees, a notice stating the changed date, time and place of the meeting shall be provided as soon as practicable.
b. To the Trustees. Notice of the time and place of a Public Meeting of the Board together with proposed agenda and all available, pertinent material shall be delivered to each trustee, by electronic mail, or otherwise, not less than seven days before any regularly scheduled meeting.
c. Waiver of Notice by Trustee. A Trustee's attendance at or participation in a meeting waives any required notice of the meeting to the Trustee unless the Trustee at the beginning of the meeting, or promptly upon the Trustee's arrival, objects to the holding of the meeting or the transaction of business at the meeting and does not subsequently vote for or assent to action taken at the meeting. A Trustee may at any time waive any notice required by law or these Bylaws, with a writing signed by the Trustee and specifying the meeting for which notice is waived. Any such waiver of notice shall be filed with the minutes of the meeting for which notice is waived.
Section 6. Conduct of Meetings
Public Meetings of the Board shall be conducted according to traditional procedural rules, as interpreted by the Chair or other presiding officer. Minutes of Public Meetings of the Board shall be taken by the Secretary, or by a person designated by the Secretary, in a manner consistent with the Public Meetings Law.
Section 7. Manner of Acting
Except as otherwise provided in these bylaws or by law, action upon a matter for which a quorum is required shall be taken upon the approval of a majority of the voting trustees present at a meeting at which a quorum is present. Voting by proxy is not permitted.
ARTICLE VII
UNIVERSITY OFFICERS
Section 1. The President
The Board shall appoint a President. The President of the University is the chief executive officer of the University and the President of the Faculty. The President is also the executive and governing officer of the University, excepts as otherwise provided by statue or action of the Board. The President is authorized to direct the affairs of the University and is responsible for the supervision and management of the University, for the duties mandated by law and these bylaws, and for interpreting and implementing the policies of the University and the Board. The President may appoint and employ such vice presidents and other University employees as the President determines to be appropriate and useful.
Section 2. Secretary
The Secretary shall be appointed by the President, subject to Board approval. The Secretary serves as a liaison between the Board and the administration and is responsible for supporting the Board and its committees, including notifying Board and committee members of meetings and maintaining minutes and records of Board action. The Secretary shall perform such other duties as assigned by the Board. The Secretary shall have custody of the University seal and shall affix it to such documents as may require official recognition and, by countersigning, shall execute with the Chair all instruments required by law.
ARTICLE VIII
BOARD COMMITTEES
Subject to the requirements of applicable law, the Board shall establish committees as it deems appropriate or necessary and shall define the duties and reporting requirements and its members.
ARTICLE IX
ETHICS AND CONFLICT OF INTEREST
Section 1. In General
The Board and its trustees stand in a fiduciary relationship to the University. Trustees shall act in good faith, with due regard to the interests of the University, and shall comply with the restrictions, conflict of interest provisions and disclosure requirements of the Oregon Government Ethics law, ORS Chapter 244, these bylaws, and any Code of Ethics and/or Conflict of Interest Policy adopted by the Board.
Section 2. Labor Negotiations
The faculty, non-faculty staff members, and students of the governing board may not participate in any discussions or action by the Board or attend any executive session of the Board involving collective bargaining issues. Each such member of the governing board shall be limited from participating in discussions, actions, and executive session pertaining to faculty, nonfaculty staff, or graduate employee bargaining issues at the University.
Section 3. Other
The Board may take such actions pertaining to conflict of interest and ethics as the Board determines to be appropriate.
ARTICLE X
INDEMNIFICATION
Section 1. Indemnification Against Expenses
The University shall, to the extent legally permissible, defend, save harmless and indemnify trustees against all liabilities and expenses (including legal fees) reasonably incurred in connection with the defense of any action, suit, or other proceeding (whether civil, criminal, administrative, or investigative) to which he or she has been made a party by reason of being or having been a trustee, provided he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the University. Trustees are not entitled to indemnification for acts that are adjudicated in such action, suit, or proceeding to be the result of malfeasance in office or willful or wanton neglect of duty.
Section 2. Advance Payment of Expenses
Expenses, including legal fees, reasonably incurred by a trustee in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the University in advance of the final disposition thereof under the condition that the trustee repay such advanced fees and costs if it ultimately is determined that the trustee is not entitled to be indemnified by the University as authorized by these bylaws.
Section 3. Personal Liability
Trustees shall not be personally liable for any debt, liability, or obligation of the University. All persons, corporations, or other entities extending credit to, contracting with or having any claim against the University may look only to the funds and property of the University for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the University.
Section 4. Miscellaneous
The foregoing rights of indemnification and advancement of expenses shall not be exclusive of any other rights to which a trustee may be entitled, under any other bylaw, agreement, vote of disinterested Board members, or otherwise, and shall continue as to a person who has ceased to be a trustee and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1. Principal Office
The Principal Office of the University and the Board is located at 1600 SW Fourth Ave, Office of the President, Portland State University, Portland, Oregon 97201.
Section 2. University Seal
The Board shall provide for a seal of the University which contains the words “Portland State University 1946” and the phrase “Doctrina Urbi Serviat.” The Secretary is the custodian of the seal and is authorized to affix it to such documents as may require official recognition.
Section 3. Nondiscrimination
The University and the Board do not discriminate in educational, employment or other practices against any person on the basis of age, disability, national origin, race, color, marital status, veteran status, religion, sex, sexual orientation, gender identity and expression, genetic information, or any other basis protected by federal, state or local law.
Section 4. Subordination to State Code
To the extent that any of these bylaws may be inconsistent with the laws of the state of Oregon, the laws of the state shall control.
Section 5. Email
All trustees will be provided with an institutional email address. Trustee email address will be clearly and publicly posted on the Board website.
Section 6. Amendment to Bylaws
These bylaws may be amended at any meeting of the Board by a two-thirds majority of voting trustees then in office, provided notice of the substance of the proposed amendment(s) is sent to all Board members in accordance with Article V, Section 8.
APPROVED BY BOARD OF TRUSTEES January 30, 2014
AMENDED BY BOARD OF TRUSTEES March 31, 2016
AMENDED BY BOARD OF TRUSTEES April 20, 2021
AMENDED BY BOARD OF TRUSTEES April 5, 2024