The Bylaws of Duke University

University Bylaws

INTRODUCTION

Duke University traces its roots back to 1838 when Methodist and Quaker communities formed an institute in rural Randolph County, North Carolina, to provide permanent schooling for their children. The institute was chartered by the State of North Carolina in 1851 as Normal College and was renamed Trinity College in 1859 and moved to Durham in 1892. James Buchanan Duke transformed Trinity College into Duke University in a 1924 Indenture that stated that "...education, when conducted along sane and practical, as opposed to dogmatic and theoretical lines, is, next to religion, the greatest civilizing influence."

While its core values have remained constant, the university has evolved into a major private research university preparing tomorrow's leaders for a world that is constantly in a state of flux. The university continues to anticipate and adapt to change, yet its mission remains true to the ideals of its founders.

In 1994, the Board of Trustees of Duke University, in adopting a long range plan for the university, approved the mission statement for Duke University. That mission statement follows and is, itself, followed by the bylaws of the University, which were originally adopted by the Board of Trustees in 1924.

THE MISSION OF DUKE UNIVERSITY

The founding Indenture of Duke University directed the members of the University to "develop our resources, increase our wisdom, and promote human happiness."

To these ends, the mission of Duke University is to provide a superior liberal education to undergraduate students, attending not only to their intellectual growth but also to their development as adults committed to high ethical standards and full participation as leaders in their communities; to prepare future members of the learned professions for lives of skilled and ethical service by providing excellent graduate and professional education; to advance the frontiers of knowledge and contribute boldly to the international community of scholarship; to foster health and well-being through medical research and patient care; and to promote a sincere spirit of tolerance, a sense of the obligations and rewards of citizenship, and a commitment to learning, freedom and truth.

By pursuing these objectives with vision and integrity, Duke University seeks to engage the mind, elevate the spirit, and stimulate the best effort of all who are associated with the University; to contribute in diverse ways to the local community, the state, the nation and the world; and to attain and maintain a place of real leadership in all that we do.

Shaping Our Future: A Young University Faces a New Century. Pamphlet, Office of the Provost, September, 1994, Pages 1-2.

ARTICLE I. AIMS

The aims of Duke University ("University") are to assert a faith in the eternal union of knowledge and religion set forth in the teachings and character of Jesus Christ, the Son of God; to advance learning in all lines of truth; to defend scholarship against all false notions and ideals; to develop a Christian love of freedom and truth; to promote a sincere spirit of tolerance; to discourage all partisan and sectarian strife; and to render the largest permanent service to the individual, the state, the nation, and the church. Unto these ends shall the affairs of this University always be administered.

ARTICLE II. BOARD OF TRUSTEES

Powers. All powers of the University shall be vested in a Board of Trustees ("Board") consisting of thirty-six elected members ("Trustees") and the President of the University, ex officio.

Nomination and Elections. The thirty-six elected Trustees shall be elected as follows: twelve by the North Carolina Conference of the United Methodist Church; twelve by the Western North Carolina Conference of the United Methodist Church; and twelve by the graduates of Duke University. Any student, faculty member, alumnus, Trustee, or other friend of the University may offer candidates for consideration. A roster of such candidates shall be kept in the office of the University Secretary, and it shall be reviewed whenever vacancies are expected to occur. The Executive Committee shall then make its recommendations to the Board of Trustees, and the Board, after hearing the recommendations of the Executive Committee, and by a majority of the Trustees present at any regular meeting, shall nominate the persons to be elected Trustees and submit its nominations to the appropriate conference of the United Methodist Church and the graduates.

No person who shall have attained the age of seventy years shall be elected a Trustee, and except as provided elsewhere herein, no person who is an employee of Duke University or any subsidiary or affiliate thereof shall be elected a Trustee.

Term. The term of office of a Trustee shall be six years, beginning on the first day of July following election. Terms shall be so arranged that four Trustees shall be elected by each Conference and four by the graduates every two years. No person shall serve more than two consecutive six-year terms, with renewed eligibility for election to the Board following not less than two years absence of membership.

Vacancies. Any vacancy in the membership of the Board shall be filled for the unexpired term by a majority vote of the Trustees present at a regular meeting of the Board from the roster of nominees.

Retirement. A Trustee shall retire on the first day of July after attaining the age of seventy years.

Emeritus. The Board may elect a retiring Trustee a Trustee Emeritus. Trustees Emeriti shall be entitled to receive notice of all meetings of the Board and attend and participate in designated meetings, but shall not have the right to vote. Trustees Emeriti may be invited by the Chair of the Board to sit as a member of any committee other than the Executive Committee.

Removal. Any Trustee who may refuse or neglect to discharge the duties of a Trustee may be removed by the affirmative vote of three-fourths of the members of the entire Board of Trustees.

ARTICLE III. MEETINGS OF THE BOARD

Annual Meeting. Annual meetings of the Board of Trustees shall be held on the day next preceding the day on which the graduation exercises take place.

Regular Meetings. Unless otherwise provided by the Board, regular meetings of the Board shall be held on the Friday preceding the day on which Founders' Day is celebrated, the first Friday in December, and on the last Friday in February.

Special Meetings. Special meetings shall be held upon the call of the Chair, or upon written request of twelve or more Trustees addressed to the Secretary, with a copy to the Chair specifying the business to be transacted at the meeting.

Notice. The Secretary shall give at least five days' notice to each member of the Board stating the time and place of all meetings, and the purpose of any special meeting.

Place. All meetings of the Board of Trustees shall be held at Duke University in the City of Durham, North Carolina, except that the Trustees by vote, or written assent, of a majority of the then members of the Board may designate another place for any meeting.

Quorum. A majority of the then members of the Board of Trustees shall be a quorum for the transaction of business. A Trustee shall be deemed present at a meeting of the Board of Trustees if that Trustee participates in the meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Presumption of Assent. A Trustee who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that Trustee's contrary vote or abstention is recorded or that Trustee's dissent or abstention is otherwise entered in the minutes of the meeting or unless that Trustee shall file a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the University Secretary immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a Trustee who voted in favor of such action.

Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Trustees and filed in the minutes of the proceedings of the Board of Trustees.

ARTICLE IV. OFFICERS OF THE BOARD

Officers of the Board. The Officers of the Board shall be a Chair, a Vice Chair and a Secretary.

Election. The Officers of the Board of Trustees shall be elected at its annual meeting for a term of one year or until their successors are elected and qualified.

Duties.

The Chair shall preside at all meetings of the Board, shall represent the Trustees at public meetings of the University, and shall be a member of and Chair of the Executive Committee.
The Vice Chair shall perform the duties of the Chair in the absence or disability of the Chair, or in the event of a vacancy in that office.
The University Secretary shall also be the Secretary of the Board of Trustees. The Secretary shall record the minutes of all meetings of the Board and its Executive Committee and shall have custody of the Charter, Bylaws, minutes, records and other documents of the Board and its Committees. The Secretary shall send a copy of the minutes to each member of the Board promptly after each meeting of the Board and of the Executive Committee.

Vacancies. A vacancy in any office of the Board of Trustees may be filled for the unexpired term by the Board of Trustees.

ARTICLE V. COMMITTEES OF THE BOARD

Standing Committees. The standing committees of the Board shall be:

The Executive Committee
The Business and Finance Committee
The Audit Committee
The Building and Grounds Committee
The Institutional Advancement Committee
The Faculty, Graduate, and Professional Schools Affairs Committee
The Medical Center Affairs Committee
The Undergraduate Affairs Committee
The Human Resources Committee

Other Committees. The Board may authorize and establish other committees from time to time.

Committee Membership.

The Board of Trustees shall elect the chairs (who shall be Trustees) and other Trustee members of the committees at the annual meeting. A Trustee shall normally serve two years on a committee before being considered for election to a different committee. Insofar as practical, Trustee membership on the committees shall be rotated.
The Board of Trustees, in its discretion, may elect representatives of the faculty and student body from lists of nominations developed by the President in consultation with representative student and faculty groups. The term of any faculty and student committee member who may be elected shall be one year. The election of other committee members shall be effected by the Board of Trustees in accordance with the membership requirements of each committee.
The number of Trustee members and non-Trustee members of any standing committee shall be determined by the Board of Trustees, and the Trustees may authorize and elect such committee members at any meeting.
The committees of the Board shall have the powers and duties set forth in these Bylaws and such other powers and duties as the Board may delegate to them.

Vacancies. Any vacancy in a committee's membership or chair shall be filled by the Chair of the Board of Trustees after consultation with the President of the University.

Meetings. Each committee shall meet at such times and places and upon such notice as it may determine, and shall file a copy of the minutes of each meeting with the University Secretary.

Attendance by the Chair and the President. The Chair of the Board of Trustees and the President of the University shall be entitled to attend the meetings of each committee and to participate in all discussions of such committee.

Quorum. A majority of the then members of a committee shall be a quorum for the transaction of business. A member shall be deemed present at a meeting of the committee if that member participates in the meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Action Without a Meeting. Any action required or permitted to be taken by a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee and filed in the minutes of the proceedings of that committee.

ARTICLE VI. EXECUTIVE COMMITTEE

Membership. The Chair of the Board (to serve as Chair), the Vice Chair of the Board (to serve as Vice Chair), the President of the University, the Chair of each standing committee, and not more than four Trustee members at-large shall constitute the Executive Committee of the Board.

Powers and Duties. The Executive Committee shall:

Subject to the provisions of the Charter and these Bylaws, exercise all powers of the Board of Trustees in the interim between meetings of the Board.
Appoint members of the Board of Directors of the University's affiliated nonprofit support corporation, the Duke Management Company, which is charged by the Board of Trustees with the management of the University's investment assets. The Executive Committee shall also exercise oversight of the Duke Management Company's operations and the investment process, review its annual budgets, review any proposed bylaw amendments or other change to its governance documents, and set the times and form for investment performance reports to be made to the Board of Trustees.
Exercise oversight of the University's affiliated nonprofit support corporation, Duke University Health System, Inc., which has been formed to own and operate an integrated health system. This responsibility is set forth in detail in Article XXX herein.
Exercise responsibility for the oversight of outreach programs of the Medical Center including but not limited to entities in which the University has an interest relating to the mission of the Medical Center.
Appoint such other committees, which may be made up of members selected from Trustees, officers, alumni, students and friends of Duke University, which shall include at least one Trustee; and with appropriate powers and duties, as may be deemed necessary and proper by the Executive Committee.
Coordinate the activities of the other standing committees.
Exercise other duties as prescribed in the Charter or as may be delegated by the Board of Trustees.
Report its actions to the Board of Trustees.

ARTICLE VII. BUSINESS AND FINANCE COMMITTEE

Membership. The Business and Finance Committee shall be composed of not less than four Trustees, at least one faculty member, at least one student, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Business and Finance Committee shall exercise oversight of the University's financial policies and resource allocations plans resulting from annual budgeting and multi-year planning. To accomplish this, the Business and Finance Committee shall:

Keep informed on, consider proposals for, and make recommendations with respect to, the general business affairs and financial organization of the University including the internal and external debt structure of the University.
Review the annual budgets and tuitions and fees schedule of the University and recommend their approval or modification.
Review the annual capital budget and also the investment and financing plans associated with capital projects outside the delegated authority of the Executive Vice President, and recommend approval or modification.
Authorize the University administration to proceed with capital projects having an estimated cost of less than five million dollars and approve the financing of such projects from internal and external sources including debt; provided, however, in all events such approvals and authorizations shall be reported to the Board of Trutees or its Executive Committee at the next regularly scheduled meeting of either.
Maintain an ongoing analysis and review of quarterly operating statements and budget forecast of the University.
Review proposals for endowment spending policies and the institutional reinvestment account payout index and recommend approval or modifications of the same.
Review requests for the establishment of, and withdrawal from, quasi-endowment funds and special endowment funds.

Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE VIII. AUDIT COMMITTEE

Membership. The Audit Committee shall be composed of not less than five Trustees who shall be active members of the Board of Trustees who are independent of management. Committee members should be financially literate, have a basic understanding of professional accounting standards and the role of independent auditors, and cognizant of the regulating, financial structure, and operation of, nonprofit education, research and health care institutions, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Audit Committee shall have principal oversight responsibility for management's system of internal controls, the internal and external audit processes and the financial information provided to Duke University and other constituencies. Additionally, the Committee shall ensure that the University's operation is consistent with the highest standards and in accordance with all applicable laws and regulations. To accomplish this, the Audit Committee shall:

Provide an open avenue of communication between the independent auditor, the Office of Internal Audit, and the Board of Trustees.

Assist the Board of Trustees in fulfilling its fiduciary responsibilities relating to the University's legal and financial compliance with applicable laws, regulatory requirements, and policies.

Confirm and assure the independence of the independent auditor and the objectivity of the internal auditor, and meet periodically with the independent auditor, the Executive Director of Internal Audits, financial management and the appropriate senior officers in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee.

Determine that the accounting principles and financial disclosure practices used or proposed to be adopted by the University are appropriate as well as acceptable, and in this process inquire as to the independent auditor's qualitative judgments about the appropriateness, as well as the acceptability, of the accounting principles and the clarity of the financial disclosure practices used or proposed to be adopted by the University.

Advise the Board of Trustees regarding the selection of the independent auditor, approve compensation of the independent auditor, and advise the Board of Trustees regarding the discharge of the independent auditor by the University, or of inadequacies of the independent auditor in fulfilling its obligations as independent auditor.

Consider and approve, in consultation with the independent auditor, the University officer responsible for external audit, and the Executive Director of Internal Audits, the audit scope and plan of the independent auditor and the Office of Internal Audit.

Review with management and the independent auditor the results of annual audits and related comments in consultation with the Business and Finance Committee and other committees as deemed appropriate.

Review with the Office of the University Council legal and regulatory matters that may have a material impact on the University's financial statements, fiscal and debt policies and programs.

Reporting. The Committee shall report periodically to the Board of Trustees or the Executive Committee on significant results of the foregoing activities as required, and in any event shall report annually its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE IX. BUILDING AND GROUNDS COMMITTEE

Membership. The Building and Grounds Committee shall be composed of not less than four Trustees, at least one faculty member, at least one student, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Building and Grounds Committee shall consider proposals for, and make recommendations with respect to:

The acquisition and sale of all real property by the University.
The siting, construction and expenditure of funds for all building construction and renovations, and related appurtenances such as utilities, roads, and parking areas and the commissioning of Project Architects and Engineers, and approval of proposed contractors for construction projects.
Evaluation and promulgation of a continuing Master Plan for long-range development of the total physical environment of the University, including inherent standards of aesthetics and quality.
Naming of facilities and parts of facilities.
The acceptance of all new construction on behalf of the University.
The oversight of Duke Forest operations, procedures, and uses, and all planning for those land holdings.

Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE X. INSTITUTIONAL ADVANCEMENT COMMITTEE

Membership. The Institutional Advancement Committee shall be composed of not less than four Trustees, at least one faculty member, at least one student, at least one University administrator who shall be appointed as a non-voting member of the Committee by the President, and the President of the Duke University General Alumni Association, ex officio.

Powers and Duties. The Institutional Advancement Committee shall review, discuss, and, when appropriate and necessary, recommend action on important and substantive issues and proposals emanating from the Offices of the Senior Vice President for Public Affairs and Government Relations and the Vice President for Alumni Affairs and Development. The Committee specifically shall address university-wide policies and practices concerning alumni programming, communications/media relating to government and public relations, and fund raising initiatives.

Reporting. The Committee shall report its findings, recommendations and results to the Board of Trustees or the Executive Committee.

ARTICLE XI. FACULTY, GRADUATE AND PROFESSIONAL SCHOOLS AFFAIRS COMMITTEE

Membership. The Faculty, Graduate and Professional Schools Affairs Committee shall be composed of not less than four Trustees, not less than two faculty members, not less than two students, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Faculty, Graduate and Professional Schools Affairs Committee shall:

Consider proposals for, and make recommendations with respect to: all matters that relate to policies, academic affairs, research and programs, and administrative matters, concerning the faculty of all schools of the University, graduate students, the general affairs of all schools of the University, and oversight of strategic planning for the University and its constituent schools.
Designate five Trustees who, along with an equal number of faculty members designated by the President, and the President and the Provost, serving ex officio, shall serve as a Committee on Honorary Degrees to make recommendations to the University faculty and the Board of Trustees.
Serve as a Committee on Earned Degrees for all schools of the University.
Serve as liaison with the University faculty with respect to academic affairs.

Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE XII.MEDICAL CENTER AFFAIRS COMMITTEE

Membership. The Medical Center Affairs Committee shall be composed of not less than four Trustees, at least two faculty members, at least two students, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The powers and duties of the Medical Center Affairs Committee are limited in scope to the School of Medicine, the School of Nursing, Allied Health Programs, and their related libraries, except as to powers and duties which may be vested in the Executive Committee and described in Article VI. Within these limitations, the Medical Center Affairs Committee shall review, discuss, and when appropriate and necessary, recommend action on matters concerning the programs, policies and proposals of the School of Medicine, School of Nursing, and Allied Health Programs, including oversight of strategic planning for those constituent schools and programs.

Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE XIII.UNDERGRADUATE AFFAIRS COMMITTEE

Membership. The Undergraduate Affairs Committee shall be composed of not less than four Trustees, at least two faculty members, at least three students, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Undergraduate Affairs Committee shall inform itself concerning, consider proposals for, monitor coordination of, and make recommendations with respect to, all matters relating to the undergraduate experience including both academic, extra-curricular and co-curricular affairs excluding, however, the granting of undergraduate degrees which is within the authority of the Faculty, Graduate and Professional Schools Affairs Committee decribed in Article XI. above.

Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE XIV. HUMAN RESOURCES COMMITTEE

Membership. The Human Resources Committee shall be composed of not less than four Trustees, and at least one University administrator who shall be appointed as a non-voting member of the Committee by the President.

Powers and Duties. The Human Resources Committee shall exercise oversight of the University's human resources policies and practices and advise the administration on ways to improve Duke's workforce and its workforce culture.
Reporting. The Committee shall report its findings and recommendations to the Board of Trustees or the Executive Committee.

ARTICLE XV. OFFICERS OF THE UNIVERSITY

The Officers of the University shall be a President, a Provost, one or more vice presidents, a Chancellor for Health Affairs, a Treasurer, a President of DUMAC, LLC, a University Secretary, and a University Counsel. Upon recommendation of the President, the Board of Trustees may elect such other officers as it may determine are necessary, including but not limited to a Chancellor and one or more vice chancellors. One person may hold more than one office, except that the offices of President and Secretary may not be held by the same person.

All Officers of the University, except the President of DUMAC, LLC, shall be elected by the Board of Trustees at its annual meeting for a term of one year and shall serve until their successors are elected and have taken office. The appointment and term of the President of DUMAC, LLC, shall be in accordance with the Bylaws of DUMAC, LLC.

The President of DUMAC, LLC, shall report to the Board of Directors of DUMAC, LLC, on matters relating to the investment policies and to the President of the University on non-investment operational matters.

A vacancy in any office of the University may be filled, for the unexpired term, by the Board of Trustees or by the Executive Committee.

The Officers of the University and the personnel under them shall be bonded to the extent periodically determined to be appropriate by the Executive Committee.

ARTICLE XVI. PRESIDENT

The President shall be the chief educational and administrative officer of the University. The President shall be responsible to the Board of Trustees for the supervision, management, and government of the University, and for interpreting and carrying out the policies of the Board of Trustees. The President shall have the powers and duties set forth in the Charter and in these Bylaws, and such other powers and duties as the Board of Trustees shall delegate.

The President, or someone designated by the President, shall preside at all academic functions and represent the University before the public.

The President shall preside at all meetings of the University Faculty. The President may veto any action taken by the University Faculty or any action taken by the faculty of any college or school in the University and state the reasons for such action.

The President shall submit a proposed annual budget for the University to the Board of Trustees prior to the beginning of the fiscal year covered by the budget.

The President shall submit to the Board of Trustees an annual report on the condition, operation, and needs of the University.

The President shall recommend to the Board of Trustees persons to be Officers of the University other than the President.

ARTICLE XVII. PROVOST

The Provost shall be the executive officer, under the President, responsible for all educational affairs and activities, including research. The Provost shall have the powers and duties assigned by the President which shall include strategic, academic and budgetary oversight and authority for all Schools other than those of Medicine and Nursing. The Provost shall report to the President.

The Provost shall be a member of the faculty of each college and school, and an ex officio member of each committee (other than Committees of the Board of Trustees) or other body concerned with matters for which the Provost is responsible.

The Provost shall receive recommendations developed by the faculty and educational officers for consideration and recommendation to the President. The Deans of the Schools of Medicine and Nursing shall participate as regular members of the Provost's cabinet of Deans and shall meet regularly with the Provost regarding matters related to their schools and broader University issues.
The Provost shall have the responsibility to consult regularly with the Chancellor for Health Affairs.

ARTICLE XVIII. EXECUTIVE VICE PRESIDENT

The Executive Vice President shall be the executive officer, under the President, responsible for all business and finance, including accounting and auditing, preparation of budgets, fiscal planning, and operating of services of the University. The Executive Vice President shall have the powers and duties assigned by the President and shall report to the President.

The Executive Vice President shall have custody of all funds, records, contracts, agreements, deeds, and other documents of the University or relating to its operations or properties, except minutes of meetings.

The Executive Vice President shall submit to each regular meeting of the Executive Committee and the Board of Trustees a report on the finances of the University and shall submit to the Board of Trustees at the end of each fiscal year an account of all receipts and disbursements for the preceding fiscal year and a statement in such detail as the Board of Trustees may require of the financial condition of the University at the end of such fiscal year.

ARTICLE XIX. CHANCELLOR FOR HEALTH AFFAIRS

The Chancellor for Health Affairs shall be the executive officer, under the President, responsible for all operations of the Medical Center. The Chancellor for Health Affairs shall have the powers and duties assigned by the President.

The Chancellor for Health Affairs shall serve as the chief academic officer of the Medical Center, and shall exercise strategic, academic and budgetary oversight and authority for the Schools of Medicine and Nursing. The Chancellor shall consult regularly with the Provost and the President on all relevant academic matters, particularly those that are strategic, interdisciplinary and have major budgetary significance. It is the responsibility of the Chancellor for Health Affairs to ensure that the President and the Provost are satisfied fully that the standards of quality for the University with respect to academic strategy, programs, and faculty development, are met or exceeded within the schools of Medicine and Nursing.

The Chancellor for Health Affairs shall also serve as President and Chief Executive Officer of Duke University Health System, Inc. and President of the Medical Staff, Duke University Hospital.
The Chancellor for Health Affairs shall report directly to the President of the University in all of his/her capacities.

ARTICLE XX. TREASURER

The Treasurer shall report to the President or such officer of the University as the President may direct.

The Treasurer shall prepare, or cause to be prepared, a true statement of the corporation's assets, liabilities, and operating results as of the close of each fiscal year in accordance with generally accepted accounting principles for colleges and universities. The Treasurer shall coordinate the work of the external auditors employed by the University in the audit of those financial statements.

The Treasurer shall manage the Corporation's external debt and the related reporting and payment requirements associated with external debt compliance matters. In this capacity, the Treasurer shall function as the University's primary liaison with external debt rating agencies.

The Treasurer shall be responsible for the University's banking relations including, but not limited to, debt-related investment banking relationships and other depository banking account functions.

The Treasurer shall in general perform all of the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Trustees, or by these Bylaws.

ARTICLE XXI. PRESIDENT OF DUMAC, LLC

The President of DUMAC, LLC, shall have the powers and duties set forth in the Articles of Organization, Operating Agreement, and Bylaws of DUMAC, LLC..

ARTICLE XXII. UNIVERSITY SECRETARY

The University Secretary shall report to the President and shall have all of the powers and duties set forth in these Bylaws and the powers and duties commonly incident to the office. The Secretary also shall have the powers and duties assigned by the President.

The Secretary shall be the custodian of the seal of the corporation and shall affix and attest to same on all duly authorized contracts, deeds and other documents.

ARTICLE XXIII. UNIVERSITY COUNSEL

The University Counsel shall report directly to the President, and at the request of the Board of Trustees, shall report directly to that body.

The University Counsel shall be responsible for providing legal counsel, advice and representation to the University in all matters and proceedings, and when appropriate shall employ outside counsel to assist in the carrying out of these responsibilities.

The University Counsel shall act as counsel to the Board of Trustees and the Executive Committee.

The University Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties, and may delegate this authority to professional members of the staff of the University Counsel.

ARTICLE XXIV. FACULTY

The University Faculty shall be composed of the Officers of the University as elected by the Board of Trustees, all deans, professors, associate professors, and assistant professors, and all other full-time members of the instructional staff, Registrar, and the University Librarian, and such other persons as may be designated by the President and approved by the Executive Committee or the Board of Trustees.

The University Faculty shall be responsible for the conduct of instruction and research in the various colleges and schools in the University. It may also consider and make recommendations to the President regarding any and all phases of education at the University.

The University Faculty shall approve and recommend to the Board of Trustees the persons it deems fit to receive degrees or other marks of distinction, and the establishment of any new degree or diploma.

The University Faculty may organize and exercise its functions through appropriate councils, committees, or other bodies.

Each college and school in the University may have a faculty of its own, which shall be composed of the President, the Provost, appropriate University administrators, and all members of the University Faculty in the particular college or school. Each such faculty shall function under the President and other officers of educational administration and subject to the regulations of the University Faculty.

ARTICLE XXV. APPOINTMENTS, PROMOTIONS AND TENURE

Appointments, Promotions and Tenure. Members of the University Faculty shall be elected, appointed, or promoted by the Board of Trustees or the Executive Committee upon the recommendation of the Provost, with the approval of the President. The Provost, after receiving advice from the appropriate committees, Deans, and from the Chancellor for Health Affairs (for the Basic Science Departments of the School of Medicine) shall recommend appointment of, and promotion and tenure for, faculty members other than those with primary appointments in (a) the clinical science departments in the School fo Medicine, (b) the allied health departments of the School of Medicine, and (c) the School of Nursing, and with regard to those faculty members, the Chancellor for Health Affairs, after receiving advice from the appropriate committees and Deans, shall recommend appointment, promotion and tenture to the Provost, who shall present these to the President and Board of Trustees.

Tenure. Members of the University Faculty with an unmodified rank of assistant professor, associate professor or professor in the defined faculty unit (including departments) of their primary appointment shall have tenure after eight years of continuous service at the University, or such shorter period as may be determined for individual cases by the Board of Trustees or its Executive Committee. In the Medical Center, however, probationary service for tenure may be extended up to, but no more than, three years to faculty positions within defined faculty units (including departments) to provide the extra time deemed necessary to judge tenure qualifications with requisite certainty.

Continuous service shall not be interrupted by approved leaves of absence, but time on leave shall ordinarily not be deemed to interrupt continuous service and shall count as qualified time for tenure; however, the Provost may determine, in individual instances when a leave is granted or for a defined class of leaves, that time on leave should not count as qualified time for tenure.
Service as a member of the University Faculty with a rank other than the unmodified rank of assistant professor, associate professor or professor shall neither entitle the faculty member to tenure nor count toward the continuous service of a professor, associate professor or assistant professor who has served previously in such a position. Modified ranks among the faculty are defined in the Faculty Handbook.

ARTICLE XXVI. SABBATICAL LEAVES

Each tenured member of the University Faculty of the rank of professor, associate professor, or assistant professor shall be eligible for sabbatical leave after each six years of service to the University in faculty positions of regular rank. Such leave may be taken for a full year at half salary or a half year at full salary.

Sabbatical leave may be granted by the Executive Committee upon the written recommendation of the dean of the appropriate college or school, approved by the Provost and the President.

The year in which sabbatical leave is taken will not count towards eligibility time for subsequent sabbatical leave.

ARTICLE XXVII. STUDENT BODY

The student body of Duke University shall be composed of all full-time and part-time students regularly enrolled in the University.

The student body may consider and make recommendations to the President regarding any and all phases of education and student life at the University.

The student body may organize and conduct its affairs under elected representative government or governments and through appropriate councils, committees, or other bodies.

ARTICLE XXVIII. ALUMNI

The Alumni of Duke University shall be composed of persons who were enrolled for at least two semesters at the University in programs that lead toward degrees. Individual schools, colleges and other components of Duke University may adopt policies which recognize as alumni of that component individuals who attended courses of study or training programs not leading to degrees.

The Alumni may consider and make recommendations to the President and to the Board of Trustees regarding any and all phases of education and alumni affairs of the University.

The Alumni shall organize and conduct its affairs through The Duke University Alumni Association and elected representatives to appropriate boards, councils, committees and other bodies which are a part of that Association.

ARTICLE XXIX. THE UNIVERSITY LIBRARIES

The University Libraries are composed of:

the William R. Perkins Library and its branches;
the School of Law Library;
the Medical Center Library and its branches; and
the Fuqua School of Business Library.

The University Libraries shall be responsible for such development and dissemination of scholarly and informational resources required by the academic community for instruction, research, study and publication, as designated by the Provost.

Professional librarians of the University Libraries shall be composed of the University Librarian, the Librarian of the School of Law, the Director of the Medical Center Library, the Librarian of the Fuqua School of Business, and other such persons as may be designated by the Provost with the approval of the President. The professional librarians shall be appointed or promoted by the Provost, with approval of the President, after the Provost has received recommendations from the University Librarian, the Librarian of the School of Law through the Dean of the School of Law, or from the Director of the Medical Center Library through the Chancellor for Health Affairs.

The professional librarians of the University Libraries may organize and exercise their functions through appropriate councils, committees, or other bodies.

The University Libraries shall function under the President and other officers of educational administration, and subject to the regulations of the professional librarians of the University Libraries, as approved by the Provost.

ARTICLE XXX. DUKE UNIVERSITY HEALTH SYSTEM, INC.

Duke University Health System, Inc., is a separate, controlled, affiliated nonprofit corporation which was formed by the University to own and operate the integrated health system which includes Duke University Hospital and its affiliated health care clinics and other health care activities.

The Executive Committee of the Board of Trustees of the University shall have the principal responsibility for oversight of Duke University Health System, Inc., including:

the appointment of members of the Board of Directors of Duke University Health System, Inc.;
the receipt and review of operational, financial and other reports and documentation submitted to the University by Duke University Health System, Inc. in accordance with its Charter and Bylaws and the submission of those reports to the full Board of Trustees of the University for review and action as required;
the receipt and review of any proposed changes in the Articles of Incorporation or Bylaws of Duke University Health System, Inc. and the submission of those proposed changes to the full Board of Trustees of the University for review and action;
the exercise of oversight of the operation of Duke University Health System, Inc. as required by the Charter and Bylaws of Duke University Health System, Inc.; and
any other activities which may be required to carry out the responsibilities of Duke University with regard to Duke University Health System, Inc.

3. The Board of Directors of Duke University Health System, In.c, and the President of the University shall share oversight responsiblity for the President and Chief Executive Officer of Duke University Health System, Inc.

ARTICLE XXXI. FISCAL YEAR, ACADEMIC YEAR AND ACADEMIC CALENDAR

The fiscal year of the University shall commence on July 1 and end on the following June 30.

The academic year of the University shall commence on or about September 1 and end one calendar year later.

The President shall establish the academic calendar for each academic year, and designate the day on which the graduation exercises shall take place.

ARTICLE XXXII. SEAL

The corporate seal of the corporation shall consist of the seal, which is impressed in the space below, and which is hereby adopted as the corporate seal of the corporation.

[CORPORATE SEAL]

ARTICLE XXXIII. INDEMNIFICATION

Every Trustee and Officer of the University shall be indemnified to the full extent permitted under the provisions of the North Carolina Nonprofit Corporation Act currently in effect and as that statute may be amended from time to time.

ARTICLE XXXIV. PROCEDURE

Waiver of Notice. Whenever any notice is required to be given to any Trustee by law, the Restated Charter or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Rules of Order. Roberts Rules of Order as last revised shall govern the proceedings of all meetings of the Board of Trustees.

ARTICLE XXXV. AMENDMENT OF BYLAWS

These Bylaws may be amended at any regular meeting of the Board of Trustees by the affirmative vote of two-thirds of the then membership of the Board, provided that the proposed amendment is mailed by the Secretary of the Board to each member at least twenty (20) days before the meeting. In any event, a review of these Bylaws shall be included as a regular agenda item for the annual meeting of the Board held in accordance with Article III.1. herein to determine whether or not revisions to these Bylaws are required. END OF BYLAWS.

Revised June 15, 2007

Office of the University Secretary