On behalf of the AUPBylaws Committee on FB
I hope this online committee conversation/work bee has been satisfactory to all of you. Let me summarize in my own words a number of suggested amendments and policy recommendations to the AUP constituency:
1. Increase the number of constituents. Seventh-day Adventist polity being of global and representative character, let all the duly-elected delegates to the NPUC’s regular quinquennial session and, between regular sessions, all duly-elected delegates to NPUC’s annual meeting plus additional constituents who shall be appointed by the NPUC Ex Com to include but not limited to faculty, alumni, students and the Directors of Education of NPUC’s local missions/conferences to represent and compose AUP’s constituency.
2. Increase to half of the total board membership the number of non-denominationally employed trustees to comply with the Revised Code’s recommendation with respect to the proportionate representation of Executive Directors/Trustees, on the one hand; and Non-Executive Directors/Trustees and Independent Directors/Trustees, on the other hand. Further, to let all non ex-officio trustees to serve for a 3-year term so that a third of their number shall be replaced by another group of trustees every 3 years.
3. Clear separation of the composition of the board from that of management in order to preserve the integrity of the board.
4. For the board to review the need for an Ex Com that performs the exact same board functions; and to consider replacing the Ex Com with a number of standing or ad hoc advisory committees whose duty is recommendatory to the board. One such standing committee the board may consider appointing is a Constitution and Bylaws Committee composed of three (3) members of the board that shall include one Independent, Non-Executive, Non-denominationally employed trustee.
5. In the event the board decides not to re-elect an incumbent CEO/president or when the same has been removed for cause before the end of the 5-year term, to make it mandatory for the board, prior to electing a new CEO/president, to begin a formal Search process with the appointment of an ad hoc committee that shall perform its assigned duty for a specified period and given a deadline to submit its report to the board.
6) For the board to adopt the publication and use of a Policy Handbook that contains rules and regulations the board has enacted from time to time for the guidance of its members to preclude the need to keep on revising the Constitution and Bylaws. In addition to a copy of the AUP Corporation Articles and Bylaws, a Board Policy Handbook shall contain instructions with respect to:
a) Proxy representation and voting; b) teleconferencing and use of internet social networking sites for committee work; c) denominational employee, non-denominational employee classification equivalent to the Executive Director/Trustee, Non-Executive and Independent Director/Trustee distinction in the Revised Code; d) board decisions with respect to the number of faculty, student, alumni and non-alumni trustees that fit each category under c); e) how the 3-year term cycle works with respect to each non ex-officio trustee, whether they’re denominational or non-denominational employee; f) citizenship and residence requirements for a specified number and category of trustees based on relevant Constitutional provisions and in line with stipulations of the Corporation Code and the SEC Revised Code.
http://www.facebook.com/home.php#!/home.php?sk=group_106738526068537&ap=1
I hope this online committee conversation/work bee has been satisfactory to all of you. Let me summarize in my own words a number of suggested amendments and policy recommendations to the AUP constituency:
1. Increase the number of constituents. Seventh-day Adventist polity being of global and representative character, let all the duly-elected delegates to the NPUC’s regular quinquennial session and, between regular sessions, all duly-elected delegates to NPUC’s annual meeting plus additional constituents who shall be appointed by the NPUC Ex Com to include but not limited to faculty, alumni, students and the Directors of Education of NPUC’s local missions/conferences to represent and compose AUP’s constituency.
2. Increase to half of the total board membership the number of non-denominationally employed trustees to comply with the Revised Code’s recommendation with respect to the proportionate representation of Executive Directors/Trustees, on the one hand; and Non-Executive Directors/Trustees and Independent Directors/Trustees, on the other hand. Further, to let all non ex-officio trustees to serve for a 3-year term so that a third of their number shall be replaced by another group of trustees every 3 years.
3. Clear separation of the composition of the board from that of management in order to preserve the integrity of the board.
4. For the board to review the need for an Ex Com that performs the exact same board functions; and to consider replacing the Ex Com with a number of standing or ad hoc advisory committees whose duty is recommendatory to the board. One such standing committee the board may consider appointing is a Constitution and Bylaws Committee composed of three (3) members of the board that shall include one Independent, Non-Executive, Non-denominationally employed trustee.
5. In the event the board decides not to re-elect an incumbent CEO/president or when the same has been removed for cause before the end of the 5-year term, to make it mandatory for the board, prior to electing a new CEO/president, to begin a formal Search process with the appointment of an ad hoc committee that shall perform its assigned duty for a specified period and given a deadline to submit its report to the board.
6) For the board to adopt the publication and use of a Policy Handbook that contains rules and regulations the board has enacted from time to time for the guidance of its members to preclude the need to keep on revising the Constitution and Bylaws. In addition to a copy of the AUP Corporation Articles and Bylaws, a Board Policy Handbook shall contain instructions with respect to:
a) Proxy representation and voting; b) teleconferencing and use of internet social networking sites for committee work; c) denominational employee, non-denominational employee classification equivalent to the Executive Director/Trustee, Non-Executive and Independent Director/Trustee distinction in the Revised Code; d) board decisions with respect to the number of faculty, student, alumni and non-alumni trustees that fit each category under c); e) how the 3-year term cycle works with respect to each non ex-officio trustee, whether they’re denominational or non-denominational employee; f) citizenship and residence requirements for a specified number and category of trustees based on relevant Constitutional provisions and in line with stipulations of the Corporation Code and the SEC Revised Code.
http://www.facebook.com/home.php#!/home.php?sk=group_106738526068537&ap=1
