Orubylaws

ORU Bylaws

AMENDMENT TO THE BYLAWS OF ORAL ROBERTS UNIVERSITY

The undersigned, pursuant to the authority contained in the Fifth Amended Articles of Incorporation of Oral Roberts University, do hereby amend the Bylaws of Oral Roberts University to read as follows:

BYLAWS OF ORAL ROBERTS UNIVERSITY
As Amended April 27, 2004

ARTICLE ONE
NAME. SEAL AND OFFICES

1. The name of this Corporation is Oral Roberts University. The seal of the Corporation shall have inscribed thereon the words "ORAL ROBERTS UNIVERSITY CORPORATE SEAL." The principal office of the Corporation shall be in Tulsa, Oklahoma; and the Corporation may also have offices at such other places as the Board of Regents may, from time to time, designate.

ARTICLE TWO
THE BOARD OF REGENTS

1. Governing Body. The governing body of the Corporation shall be known as the Board of Regents. The Board shall have all the powers and duties of a board of directors of a nonstock, nonprofit membership corporation under the laws of the State of Oklahoma, and shall be treated as the "board of directors' for all purposes that such term may be used under Oklahoma law.

2. Number. There shall in total be no fewer than eighteen (18) and no more than forty-four (44) members of the Board whose nomination and election shall be solely as provided for in these Bylaws.

3. Business and Spiritual Affairs. The Board of Regents shaft be divided into two separate boards of regents: the Board of Business Regents and the Board of Spiritual Regents. In the event a decision of the Spiritual Regents is in conflict with a decision by the Business Regents, on any purely spiritual matter within the purview of the Spiritual Regents, the decision of the Board of Spiritual Regents shall prevail. Each respective Board of Regents shall have the following powers and duties in the management of the Corporation:

a. The Board of Business Regents.

i. The Board of Business Regents shall consist of no fewer than eleven (11), who shall be called Business Regents.

ii. Within sixty (60) days after the date of filing this Amendment, the Board of Regents serving at the time of this Amendment shall nominate no fewer than eleven (11) and no more than thirty-seven (37) Regents to serve on the Board of Business Regents.

The Board of Regents serving at the time of this Amendment shall select one-third (1/3) of the newly appointed Business Regents to serve for a one-year term; the nominating Regents shall also select one-third (1/3) of the newly appointed Business Regents to serve for a two-year term. The remaining one-third (1/3) of the newly appointed Business Regents shall serve a three-year term.

iii. In each calendar year, an annual election of Business Regents shall be held to select successors to Business Regents whose terms will expire in that calendar year and to fill vacancies on the Board. The term of a Business Regent elected each year (except where a vacancy for an unexpired term is being filled) shall be three (3) years or until the day in the third year of such Business Regent's term when the annual election of Business Regents shall have been held, whichever comes sooner, at which time such Business Regent shall cease to act unless he shall have been reelected.

Thirty (30) or more days prior to the annual meeting of the Board of Business Regents, the Executive Committee shall submit to the Business Regents Committee a written list of persons not then members of the Board as suggested nominees to be considered by the said Business Regents Committee for nomination as Business Regents. On or before October 1, any Business Regent may submit in writing to the Executive Committee the name(s) of a person(s) to be considered as a nominee(s), and such name or names, with the Executive Committee's comments, shall be added to the Executive Committee's list. Within fifteen (15) days from the date of the close of the annual meeting of the Board of Business Regents, but in no event later than December 31, the Business Regents Committee shall make nominations for Business Regents from those Board members whose terms are expiring in that calendar year and from the list submitted by the Executive Committee and shall notify the Secretary of the names of the nominees and the vacancies to be filled. In making nominations, the Business Regents Committee shall follow, as nearly as possible, guidelines which shall, from Um to time, be established by the Board of Regents. The Secretary shall promptly mail (but in no event later than December 31) to those Business Regents whose terms do not expire in that calendar year, at their respective last known addresses, a ballot listing the names of the said nominees, and the Business Regents to whom said ballots were mailed shall vote on said ballots their choices of Business Regents to fill the vacancies and return the ballots to the Secretary. The nominees receiving the highest number of votes of those ballots received by the Secretary within fifteen (15) days from the date when the ballots were mailed to said Business Regents shall be elected; provided, however, that in order for any such nominee to be elected, he must receive the votes of more than fifty percent (50%) of the ballots so received by the Secretary. Any vacancy in the Board of Business Regents occurring between, or remaining unfilled by, the annual elections of Business Regents may be filled at any time for the unexpired term in the same manner as above set forth, except that in such case the Business Regents Committee shall, within fifteen (15) days after receiving suggested nomination(s) from the Executive Committee, notify the Secretary of the name(s) of the nominee(s) which it approved, and the Secretary shall promptly thereupon mail to each Business Regent the ballot containing the name(s) of said nominee(s).

iv. At any annual, regular or special meeting of the Board of Business Regents, the Board, by the vote of not less than three4ourths (3/4) of all Business Regents presets may suspend the provisions of the foregoing subparagraph iii and elect such meeting, a person or persons to fill any vacancy or vacancies then existing on the Board of Business Regents or to fill a vacancy or vacancies which shall occur on the Board in the calendar year of such meeting. Such election shall be conducted in such manner as the Board of Business Regents shall determine but with only those Business Regents voting whose terms do not expire in that calendar year.

v. The Board of Business Regents shall have sole and complete authority over all of the business, secular, corporeal, commercial, financial, pecuniary, fiscal, and other non-spiritual affairs of the Corporation.

vi. None of the seats on the Board of Business Regents shall be held by Rev. Oral Roberts, Rev. Richard Roberts, the spouses and members of the family of Oral Roberts or Richard Roberts (within the meaning of Section 267(c)(4) of the Internal Revenue Code of 1986), Spiritual Regents, or paid employees (including persons being paid as independent contractors) of the Corporation and any affiliated corporations.

vii. A Business Regent may resign at any time by giving written notice to the Chairman of the Board of Business Regents or the Secretary of the Corporation. A Business Regent may be removed from office only for cause, by a vote of seventy-five percent (75%) of the Business Regents at any meeting of the Board of Business Regents, provided, however, that at any such meeting a quorum of eighty percent (80%) of the members of the Board of Business Regents shall be required. Any Regent proposed to be removed shall be entitled to at least ten days written notice of the meeting at which such removal is to be voted upon and he shall be entitled to appear before and heard at such meeting.

viii. Annual meetings of the Board of Business Regents shall be held at such time in October, November or December of each year as designated by the Chairman. Regular meetings of the Board of Business Regents shall be held at such time in April or May as to coincide with graduation exercises as designated by the Chairman. The Business Regents shall meet at each annual meeting for the purpose of organization, election of officers, and the transaction of such other business as may properly come before the meeting. At each annual meeting, the Business Regents shall select one of the members of the Board of Business Regents to be Chairman and one to be Vice Chairman. Special meetings of the Board of Business Regents may be called by the Chairman and must be called by the Chairman on the written request of any five (5) members of the Board of Business Regents.

ix. At all meetings of the Board of Business Regents, the Chairman of the Board of Business Regents, or in his absence the Vice Chairman of such Board, shall preside. In the absence of both of them, a Chairman Pro Tempore chosen by the Business Regents shall preside.

x. At all meetings of the Board of Business Regents, one-third (113) of the entire number of Business Regents entitled to vote shall constitute a quorum for the transaction of business, and the act of a majority of the Business Regents present at any meeting at which a quorum is present shall constituite the action of the entire Board of Business Regents. The Business Regents present at a duly called and organized meeting can continue to do business until adjournment notwithstanding withdrawal of enough Business Regents to leave less than a quorum. (Notwithstanding the above, for purposes of removing a member of the Business Regents, a quorum of eighty percent (80%) of the members of the Board of Business Regents then holding office shall be required.)

xi. At each annual meeting of the Board of Business Regents, the Board shall, by a resolution adopted by a majority of the entire Board, designate eleven (11) Business Regents to an Executive Committee, which Committee shall have and exercise all the authority of the Board of Business Regents, and, subject to the proviso following immediately hereafter, any action of the Executive Committee shall be deemed to be the action of the Board and may be so certified by the officers of the Corporation; provided, however, that the Executive Committee shall act only in the interval between meetings of such Board and shall be subject, at all times, to the control and direction of such Board. The President and the Chancellor of the Corporation shall be ex-officio members of the Executive Committee, but shall not vote and shall not be counted in determining if a quorum exists. Any vacancy in the Executive Committee may be filled for the unexpired term created by such vacancy by resolution of such Board, and pending the filling of any vacancy or vacancies the remaining members of the Executive Committee, provided there be at least three Business Regents, shall constitute, and continue to function as, the Executive Committee. At any meeting of the Board of Business Regents, such Board may, by a resolution of such Board, designate from the Board additional members of the Executive Committee, who shall hold office until the next annual meeting of the Board of Business Regents. A meeting of the Executive Committee may be called upon two (2) days written notice, except that 24 hours notice shall be sufficient if by telegraphic or telephonic notification; provided, however, in the case of an emergency needing the immediate attention of the Executive Committee, the Executive Committee may meet by telephone or otherwise without any notice of such emergency meeting, but the required quorum of such emergency meetings discussed in the preceding sentence, a majority of the whole Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. The Executive Committee, in the absence of a meeting, may, by unanimous consent in writing, take or approve any action within its authority. A meeting of the Executive Committee may be called by the Chairman of the Executive Committee, Chairman or Vice Chairman of the Board, or the President and must be called at the written request of two (2) members of the Executive Committee.

xii. The Board of Business Regents shall have the power, at any time, for any purpose, to appoint any committee it deems necessary and to delegate to such committee whatever powers such committee shall require to carry out its assigned responsibilities.

There are hereby established the following Standing Committees of the Board of Business Regents (Standing Committees do not include the Executive Committee):

a. Business Reverts. A Business Regents Committee whose duties shall include the following: to serve as the Business Regents Nominating Committee; to examine the qualifications of persons proposed as Business Regents; to serve in an advisory capacity for placement of Business Regents on Committees; and to conduct a continuing study of the functioning of Business Regents and the operations of the Board itself as a functional unit and make recommendations to the Board on how to secure and maintain an effective Board of Business Regents.

b. Finance. A Finance Committee whose duties shall include the following: to study and make recommendations to the Board of Business Regents concerning general financial planning for the University, including sources of funds; to review and present to the Board of Business Regents, with its recommendations thereon, an annual budget for the University prepared under the direction of the President The budget shall cover the usual University fiscal year and shall be subject to the approval of the Board of Business Regents.

c. Academic Affairs. A Committee on Academic Affairs whose duties shall include the following: to study and review the academic purpose and mission of the University, appraise its academic operations and report its recommendations thereon to the Board of Business Regents; to advise the President with respect to faculty nominations; to make recommendations with respect to tenure, promotions and advancement in academic rank; to maintain a continuing relationship with the faculty cabinet and report to the Board of Business Regents concerning faculty members.

d. Building and Grounds. A Buildings and Grounds Committee whose duties shall include the following: to study and make recommendations for a master campus plan continually updated to reflect changing educational goals, long range plans, services, financial needs and projections and coordinated with other appropriate Committees; to evaluate the plant and grounds and the needs and use of equipment and report to the Board of Regents its recommendations regarding plant construction and physical improvements; and to oversee authorized plant construction and physical improvements.

e. Student Affairs. A Student Affairs Committee whose duties shall include the following: to continually assess and appraise the nonĀ­academic aspects of student life; to maintain a continuing relationship with the student senate; and to report to the Board of Business Regents concerning student matters.

f. Development. A Development Committee whose duties shall include the following: to study and report to the Board of Business Regents concerning policies and plans for broad programs of public relations and broad policies of fund raising; and to coordinate plans, programs and media relating to college relations and financial support.
The Chairman of the Board of Business Regents, with the approval of the Vice Chairman of the Board and the President, shall appoint the members of Standing Committees, designate the Chairman and Vice Chairman of each of said Committees, and fill vacancies on said Committees for any unexpired term as they shall occur. Voting members of Standing Committees must be members of the Board of Business Regents; provided, however, that members of the Board of Spiritual Regents may be appoint to serve as members of any Standing Committee other than the Business Regents or Finance Committees.

xiii. The Board of Business Regents (or any committee thereof) is specifically authorized to hold meetings by means of telephonic conference or similar communication, pursuant to the provisions of the Oklahoma General Corporation Act, as amended. Any action required or permitted to be taken by the Board may be taken without a meeting N members consent thereto in writing and the writing or writings are filed with the minutes of the proceeding thereof. Except as provided by the laws of Oklahoma, the Board shall determine what actions are required of it, or permitted by it, and what actions require a meeting thereof.

xiv. Written notice of annual meetings or of any special meetings of the Business Regents and the purpose therefor shall be mailed not less than ten (10) days prior to any such meeting to each Business Regent at his address as it appears on the records of the Corporation, except that 24 hours notice shah be sufficient if by telegraphic notification to the Business Regents. Attendance at any meeting, noticed or not, shall be deemed a waiver of notice.

b. The Board of Spiritual Reagents.

i. The Board of Spiritual Regents shall be the spiritual, evangelical, scriptural, and theological policy-making body of the Corporation.

ii. The following persons shall comprise and serve on the Board of Spiritual Regents for their respective lifetimes, without being subject to reelection or removal except as provided by the laws of Oklahoma:

Rev. Oral Roberts
Evelyn L. Roberts
Rev. Richard L. Roberts
Lindsay Roberts

iii. Members may be removed from the Board of Spiritual Regents only for cause, which includes moral turpitude, fraud, apostasy, or the like. A member of - the Board of Spiritual Regents may be removed by a vote of ninety percent (90%) or more of the total membership of the Board of Regents. In the event a Spiritual Regent dies, resigns, or is otherwise unable to serve, the remaining Spiritual Regents shall elect a successor Spiritual Regent by a majority vote.

iv. The Board of Spiritual Regents (or any committee thereof) is specifically authorized to hold meetings by means of telephonic conference or similar communication, pursuant to the provisions of the Oklahoma General Corporation Act, as amended. Any action required or permitted to be taken by the Board may be taken without a meeting if members consent thereto in writing and the writing or writings are filed with the minutes of the proceeding thereof. Except as provided by the laws of Oklahoma, the Board shall determine what actions are required of it, or permitted of it, and what actions require a meeting thereof.

v. Written notice of annual meetings or of any special meetings of the Spiritual Regents and the purpose therefor shall be mailed not less than five (5) days prior to any such meeting to each Spiritual Regent at his address as it appears on the records of the Corporation, except that 24 hours notice shall be sufficient if by telegraphic notification to the Spiritual Regent. Attendance at any meeting, noticed or not, shall be deemed a waiver of notice.

vi. Members of the Board of Spiritual Regents shall serve as the principal spiritual pastors, shepherds, teachers, healers, and motivators of the Corporation.

vii. The Chairman and Vice Chairman of the Board of Spiritual Regents are the spiritual prophets, seers, pastors, Waders, and ministers of the Corporation. The Corporation is essentially and fundamentally a religious organization. The teachings of the Chairman and Vice Chairman of the Board of Spiritual Regents on matters of faith and morals represent the teachings of Our Lord and Savior Jesus Christ applied to the problems and circumstances of today's times and must be followed by the Corporation's leadership and staff.

ARTICLE THREE
OFFICERS

1. Number. Term and Qualification. The officers of the Corporation shall be a Chairman, Vice Chairman, Chancellor, President, Vice President(s), Provost, Vice Provost(s), Secretary, Treasurer, and such other officers, including Assistant Secretaries and Assistant Treasurers as may be determined by the Board of Business Regents. The officers shall be elected annually by the Board of Business Regents at the annual meeting of the Board of Business Regents and shall hold office until the next annual election of officers.

2. Vacancies. In case any office of the Corporation becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Business Regents may elect an officer to fill such vacancy, and the officer so elected shall hold office for the unexpired term.

3. Chairman. The Chairman shall preside over the meetings of the Board of Business Regents and must be a member of the Board of Business Regents. In addition to duties otherwise provided by the Bylaws, the Chairman shall perform such duties as the Board shall prescribe. He shall be an ex-officio member of all Committees of the Board.

4. Vice Chairman. The Vice Chairman shall carry out the functions of the Chairman in his absence and must be a member of the Board of Business Regents. In addition to duties otherwise provided by these Bylaws, he shall perform such as the Board of Business Regents shall prescribe.

5. Chancellor. The Chancellor shall have and perform such duties as may be prescribed by the Board of Regents or by the President.

6. President. The President of the University shall be the chief executive and administrative officer of the Corporation shall have the general powers and duties of supervision and management which are usually vested in chief executive officer of a corporation. Included in these duties and responsibilities shall be the nominating for election by the Board of Business Regents, and the prescribing of the duties of, one or more vice presidents, a provost, vice provost(s), secretary, treasurer, assistant secretaries and treasurers, deans, heads of departments, and faculty of the University. The President shall be a member of the Board of Regents and an ex-officio member of all committees of the Board.

7. Vice President. The respective Vice Presidents shall perform such duties as may be prescribed by the Board of Business Regents or by the President.

8. Provost. The Provost shall be the chief officer with respect to the curricula and related instructional programs. he shall be the officer responsible to review and to certify to the President the credentials of all faculty candidates in order to assist the President in presenting nominations4 to the Board of Business Regents of candidates for election to the faculty. He shall also perform such other duties as may be prescribed by the Board of Business Regents or by the President.

9. Vice Provost. The respective Vice Provosts shall perform such duties as may be prescribed by the Board of Regents or by the President or by the Provost.

10. Treasurer. The Treasurer of the University shall have charge and custody of all funds and securities, shall receive and deposit all moneys in designated depositories, and shall perform such additional duties as may be prescribed by the Board of Business Regents or by the President.

11. Secretary. The Secretary of the University shall keep the minutes of the meetings of the Board of Business Regents, shall be custodian of the records of the Board, and shall carry out such other duties as may be prescribed by the Board of Business Regents or by the President.

12. Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries of the, University, respectively, shall perform such duties as are assigned by the President or the respective officers to whom they are assigned as assistants.

13. Removal. Any officer of the Corporation may be removed from office by the affirmative vote of a majority of the Business Regents at any annual or special meeting of the Board of Business Regents called for that purpose.

ARTICLE FOUR
INDEMNIFICATION OF REGENTS. OFFICERS,
EMPLOYEES, AND AGENTS OF THE CORPORATION

1. Each Regent, officer, employee, or agent of the Corporation, now or hereafter serving in such capacity, shall be indemnified by the Corporation against any and all claims and liabilities to which he has become subject by reason of serving or having served as such Regent, officer, employee, or agent, or by reason of any action alleged to have been taken, omitted, or neglected by him while having served as same; the Corporation shall reimburse such person for all legal expenses reasonably incurred by him in connection with any such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred or arising out of his own willful misconduct or gross negligence.

The Corporation may purchase and maintain insurance as determined in the sole discretion of the Board of Business Regents on behalf of any such person against liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability. The indemnification provided herein shall not be deemed exclusive of any other right to which such person may be entitled by law.

ARTICLE FIVE
MISCELLANEOUS

1. Waiver of Notice. Consent to Action. Whenever any notice, whatsoever, is required to be given under the law or under the Articles of Incorporation or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the event requiring the notice, shall be deemed equivalent to the actual giving of the notice. Any person present at a meeting who does not protest prior to or at the time commencement of the meeting the lack of proper notice shall be deemed to have waived notice of such meeting. Any action, which under the law or under the Articles of Incorporation or the Bylaws might be taken at a meeting of the Boards of Business or Spiritual Regents or at a meeting of the Executive Committee of the Board of Business Regents, may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all of the Regents or by all of the members of the Executive Committee of the Board of Business Regents, as the case may be, who would be entitled to vote at a meeting for such purpose and such record or memorandum be filed with the Secretary and made a part of the corporate records.

2. Prohibition Against Sharing in Corporate Assets or Earnings. No Regent, officer, or employee of or person connected with the Corporation, or any other private individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation other than reasonable compensation for services rendered. Regents shall not receive any compensation for their services as Regents, provided that this shall not prevent the payment of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes. The Board of Business Regents may provide for reasonable travel expenses for Regents at its discretion. No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation or the winding up of the affairs of the Corporation, whether voluntary or involuntary.

3. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Regent, officer, employee, or representative of this Corporation shall take any action or carry on any activities in violation of the Articles of Incorporation.

4. Gender. Whenever in these Bylaws the words he, his, him are used, they shall be deemed where appropriate to mean the comparable feminine or neuter pronoun.

5. Amendments. These Bylaws may be amended in accordance with the Articles of Incorporation of this Corporation.

6. Audit by Certified Public Accountant The books and records of the Corporation shall be examined annually by an independent certified public accountant, whose audit report shall be rendered directly to the Chairman of the Board of Business Regents and the Secretary and Treasurer. The audit letter from such accountant shall be circulated to all Regents within fifteen (15) days after receipt.

7. Fiscal Year. The fiscal year of the Corporation shall end on April 30 of each year.

8. Conferring of Degrees. No degree shall be conferred unless authorized by the Board of Business Regents.

ADOPTED this 27th day of April, 2004.
ORAL ROBERTS UNIVERSITY

By /s/ Richard Roberts
Richard Roberts, President

ATTEST:
/s/ David Ellsworth
David Ellsworth, Secretary

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