Chaminade University of Honolulu

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1.3 Charter of Chaminade University

1.3 Charter of Chaminade University
1.3.1 Articles of Incorporation (Charter)
1.3.2 Bylaws of the Members of Chaminade University of Honolulu
1.3.3 Bylaws of the Board of Regents of Chaminade University of Honolulu

1.3 Charter of Chaminade University

1.3.1 Articles of Incorporation (Charter)

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
BUSINESS REGISTRATION DIVISION

1010 Richards Street
Mailing Address P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF INCORPORATION
CHAMINADE UNIVERSITY OF HONOLULU

       The undersigned, desiring to form a non-profit Corporation under the laws of the State of Hawaii, certify as follows:

ARTICLE I

       The name of the Corporation shall be Chaminade University of Honolulu.

ARTICLE II

       The address of the Corporation’s initial office shall be 3140 Waialae Avenue, Honolulu, Hawaii 96816.

ARTICLE III

       The period of its duration is perpetual.

ARTICLE IV

       The Corporation is organized as a private educational institution for the following purposes:

  1. to educate people and to instruct and train individuals in religious and secular subjects for the purpose of improving or developing an individual’s mental, spiritual, physical capabilities; to instruct individuals on subjects useful and beneficial to the community; to establish, maintain and operate institutions, schools and other entities and to establish rules and regulations to govern the institutions or schools; to fix the tuition charged for the courses of education given; to charge for board and other services as its students require; to direct and prescribe the courses of study and discipline to be observed in the institutions or school; to grant the diplomas or certificates usually granted by educational institutions in the State of Hawaii and in the United States of America to students who complete the courses of education offered, and in testimony thereof, to give suitable diplomas under the seal of the Corporation to the students, signed by the officers of the Corporation as directed by the Board of Regents; and to do all acts and things necessary, proper, useful or advantageous to effect the stated purposes in this Article IV for religious, charitable or educational purposes within the meaning of Internal Revenue Code S501 (c) (3), as amended.
  2. the transaction of any or all lawful activities for which non-profit corporations may be incorporated under Chapter 415B, Hawaii Revised Statutes, within the meaning of Internal Revenue Code Section 501 (c) (3), as amended.
    In furtherance of the purpose in this Article IV, the Corporation shall have all powers, rights, privileges and immunities, and shall be subject to all of the liabilities conferred or imposed by law upon corporations of this nature, and shall be subject and have all the benefits of all the general laws with respect to corporations consistent with the provisions of Chapter 415B, Hawaii Revised Statutes and Section 501 (c) (3) of the Internal Revenue Code, as amended.

ARTICLE V

       The Corporation has Members.  The Members shall consist of:

  1. The Provincial of the Marianist Province of the United States;
  2. Each of the other members of the Provincial Council of the Marianist Province of the United States in addition to the Provincial of the Marianist Province of the United States;
  3. The President of Chaminade University of Honolulu;
  4. The Chair of the Board of Regents of Chaminade University of Honolulu;

       The Members have the authority to:

  1. approve the merger or consolidation of the Corporation with another Corporation or entity,
  2. approve the sale, lease, exchange, or other disposition of all, or substantially all, of the assets of the Corporation, other than in the usual and regular course of its business,
  3. approve the partial or total dissolution of the Corporation,
  4. amend these Articles of Incorporation pursuant to the procedures set forth by statute,
  5. upon the recommendation of the Executive Committee, ratify nominees for the position of President of Chaminade University of Honolulu,
  6. ratify nominees for the Board of Regents at any annual or special meeting of Members noticed for the election of Regents,
  7. remove a Regent, with the exception of the President, with or without cause, at any annual or special meeting of the Members noticed for the removal of the Regents, provided, however, any vacancies may be filled by the Board of Regents in accordance with the Bylaws.  The Members may consider the removal of a Regent other than the President on their own will or motion, upon the written request of the Chairperson of the Board of Regents or a member of its Executive Committee, or in response to written information provided to a Member, provided, however, that the Members shall have no obligation to consider to any degree the removal of a Regent.  The Members shall maintain at all times the discretion to consider and weigh the factors they deem relevant in making a determination whether to remove a Regent, including but not limited to any information included in the Bylaws of the Board of Regents regarding expectations of Regents and University policies and procedures.
  8. ratify the removal of the President from office upon action taken by the Board of Regents consistent with Article IV, Section 1 (c) 9 and forwarded to the Members by the Chair of the Board of Regents.
  9. approve a request from the University President and the Board Chair to incur new (additional) indebtedness when the amount proposed, plus any existing indebtedness, exceeds 10 percent of the University’s total assets as recorded in its most recent audit.

ARTICLE VI

       The Board of Directors shall be known as the Board of Regents, and the Directors shall be known as Regents.  The number of Regents constituting the initial Board of Regents is five (5).  The following are the names and residence street addresses of the initial officers and Regents:

Name and Office                                            Residence Street Address

John F. Bolin, President                                 22825 San Juan Road
                                                                        Cupertino, CA 95015

Robert G. Hoppe, Treasurer                           22825 San Juan Road
                                                                        Cupertino, CA 95015

Herman J. Gerber, Vice President                  3140 Waialae Avenue
                                                                        Honolulu, HI 96816

Raymond A. Roesch, Secretary                      3140 Waialae Avenue
                                                                        Honolulu, HI 96816

Mario A. Roberti                                            1887 Kihi Street
                                                                        Honolulu, HI 96821

ARTICLE VII

The Corporation is non-profit in nature, and shall not authorize or issue shares of stock.  No dividends shall be paid and no part of the income or profit of the Corporation shall be distributed to its Members, Regents or officers.  However, compensation may be paid in a reasonable amount to the Corporation’s members, Regents, or officers for services actually rendered to the Corporation or as otherwise provided by law.  Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to the Marianist Province of the United States or its successors; if such distribution is not possible or feasible, then to the Chaminade Foundation, a non-profit corporation and legal presence of the General Administration of the Society of Mary in United States; if the foregoing options are not permitted or feasible, then the assets shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Service Code of the USA and the regulations promulgated thereunder as they now exist or as they may hereafter be amended.

We certify under the penalties of Section 415B-158, Hawaii Revised Statutes, that we have read the above statements and that the same are true and correct.

IN WITNESS WHEREOF, we have hereunto signed our names this 14th day of April, 1989.

                                                                                              /s/  Raymond A. Roesch

                                                                                              /s/  Herman J. Gerber

Revised 3/21/02
Revised 5/21/07
Revised 11/18/16
Revised 06/01/22

1.3.2 Bylaws of the Members of Chaminade University of Honolulu

ARTICLE I

            Name and Principal Office.  The name of this Corporation shall be Chaminade University of Honolulu.  The principal office of the Corporation shall be located at 3140 Waialae Avenue, Honolulu, Hawaii 96816.  The Corporation may have other offices, either within or without the State of Hawaii, as the Board of Regents may determine from time to time.

            Seal.  The Corporation shall have a common seal of such form and design as the Board of Regents shall determine from time to time.

ARTICLE II

            Eligibility.  The Members of the Corporation, (the “Members”) shall consist of:

  1. The Provincial of the Marianist Province of the United States, who shall serve as Chair for Corporation meetings;
  2. Each of the other members of the Provincial Council of the Marianist Province of the United States in addition to the Provincial of the Marianist Province of the United States.  The Provincial will appoint one of these members to serve as Secretary;
  3. The President of Chaminade University of Honolulu;
  4. The Chair of the Board of Regents of Chaminade University of Honolulu;

            Transfer of Membership.  Membership in this Corporation is not transferable or assignable.

ARTICLE III
MEETINGS OF MEMBERS

            Annual Meeting.  An annual meeting of the Members shall be held at the principal office of the Corporation or at such other suitable place convenient to Members for such business as may properly come before the meeting.  The meeting may be conducted by telephone, video conference or other electronic means.  The annual meeting of the Members shall be called by the Chair of the Members of the Corporation.

            Special Meetings.  Special meetings of the Members may be called by the President of the University, the Chair of the Board of Regents, the Chair of the Members of the Corporation or not less than two (2) of the Members entitled to vote at the meeting.  Special meetings shall be held at the principal office of the Corporation, or at such other suitable place convenient to all Members.  The meeting may be conducted by telephone, video conference or other electronic means.  A special meeting may be chaired by any one of the Members mentioned above.

            Notice of Meetings.  Notice of any meeting of the Members of the Corporation shall be in writing and delivered personally or mailed/telecopied/emailed to each Member at the Member’s address/phone number shown by the records of the Provincial of the Marianist Province of the United States at least two (2) days, but not more than fifty (50) days prior to the meeting by or at the direction of the Provincial or the President of Chaminade University or Chair of the Board of Chaminade University or other persons entitled to call the meeting. Notice by mail shall be deemed effective upon deposit in the United States Mail, addressed to the Member at the address as it appears on the records of the Provincial of the Marianist Province of the United States with postage prepaid. Notice by facsimile or by email is effective upon receipt. The failure to get notice shall not invalidate any action at a meeting of the Members of the Corporation if a quorum is present.

            Action by Members Without Meeting.  Any action required by law to be taken at a meeting of Members, or any action that may be taken at a meeting of members may be taken without a meeting if a consent in writing setting forth the action taken is signed by all Members entitled to vote on the subject matter.

            Quorum.  Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, the presence at any meeting of Members, in person or by proxy, of a majority of the Members shall constitute a quorum.  If a quorum is not present at any meeting of Members, a majority present may adjourn the meeting from time to time without further notice until a quorum is present.  The act of a majority of Members present at a meeting at which a quorum is present shall be deemed the act of the entire membership of the Corporation.

            Voting.  At any meeting of Members, each Member present either in person or by proxy shall have the right to cast one (1) vote on each question.  The majority of the votes entitled to be cast on a matter to be voted upon by the Members present, either in person or by proxy, at a meeting at which a quorum is present, shall be necessary for the adoption of the matter voted upon, unless a greater proportion is required by law, the Articles of Incorporation, or these Bylaws.

            Proxies.  At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney in fact.  No proxy shall be valid after eleven (11) months of its execution, unless otherwise provided in the proxy.

ARTICLE IV
PURPOSE OF THE CORPORATION
DUTIES AND AUTHORITY OF MEMBERS OF THE CORPORATION
and
TRANSFER OR DISSOLUTION OF THE CORPORATION

              The above are found in the Articles of Incorporation in Articles IV, V, VI and VII of that document. 
(See Section 1.3.1.)

Revised 5/21/07
Revised 11/18/16

1.3.3 Bylaws of the Board of Regents of Chaminade University of Honolulu

ARTICLE I
BOARD OF REGENTS

General Powers.  The affairs of the University shall be managed by the Board of Regents.

Purpose and Authority.

  • The purpose of the Board is to maintain the trust for preserving the identity and pursuing the mission of Chaminade University of Honolulu vested in the Board by the Members of the Corporation, the Articles of Incorporation as amended, and these Bylaws.  To exercise this trust, the Board  establishes  and approves the plans and policies of the University, and  oversees the accomplishment of these plans and policies.
  • The powers and duties of the Board of Regents shall include, but not be limited to, the following:
    • to promote the purposes of the University in accord with changing needs of society and determine whether proposed changes in programs or the addition of new programs enhance or retard the basic purposes of the University;
    • through appropriate Board committees, stimulate and approve plans for the development of all operations of the University for the promotion of its basic purposes;
    • to select and evaluate the President subject to the selection procedures as set forth in these Bylaws, Article IV, Section 1;
    • to advise on the appointment of all other executive officers recommended by the President;
    • to promote the most judicious use of the assets of the University, approve the budget including tuition and fees, and assist in generating financial support for the university;
    • to approve promotion and tenure of faculty members upon the recommendation of the President;
    • to bind the Corporation through contracts;
    • to relate the University to the local community and provide a responsiveness to the clientele being served;
    • to grant and confer academic degrees upon those who, in the judgment of the Faculty, merit such distinction;
    • to confer honorary degrees as recommended by the President;
  • As the ultimate policy-making body of the University the Board shall delegate executive authority to the President and delegate to the Faculty the right to formulate certain policies which affect the academic progress of the University.
  • The Board must approve sections of the Policy Manual of Chaminade University pertaining to legal documents, finances, contractual conditions of employment, or other sections of the Policy Manual as required by Federal or State law or at the request of the President of Chaminade University and/or the Chair of the Board of Regents.

Members of the Board of Regents.

  • There shall be at least three (3) and not more than forty (40) Regents.
  • At least one Regent shall be a resident of Hawaii and one shall be an alumnus or alumna of the University.
  • The President of the University shall be an ex-officio voting member of the Board of Regents.
  • The Chair of the Faculty Senate shall be an ex-officio voting member of the Board of Regents.
  • The Chancellor shall be an ex-officio voting member of the Board of Regents.
  • The Chair of the Board of Governors shall be an ex-officio voting member of the Board of Regents.
  • The Provincial Council of the Marianist Province of the United States will appoint up to two (2) of its members in addition to the Provincial to serve as Regents.
  • At least four (4) Regents or 10% of the total number of Regents whichever is larger shall be members of the Society of Mary

Changing the Number of Regents.  The number of Regents may be increased or decreased, by amendment of these Bylaws, so long as the minimum number shall never fall below three (3) but no decrease shall have the effect of shortening the term of any incumbent Regent.  The term of office of each Regent shall be three (3) years, or until a successor is duly appointed or elected.  The terms shall be staggered in such a way that the terms of office of approximately one-third (1/3) of the Board of Regents shall expire each year.

Nomination of Members of the Board of Regents.

  • The Nominating Committee shall forward recommendations through the Chair of the Board of Regents and the President of the University for membership on the Board of Regents to Members of the Corporation for review and approval.
  • The Members of the Corporation at their annual or any special meeting noticed for the review of nominations of persons to serve as Regents shall consider recommendations forwarded to them by the Chair of the Board of Regents and President of the University and return those ratified to the Chair and President. Only recommendations ratified by Members of the Corporation may be forwarded to the Executive Committee.
  • The Executive Committee reviews the recommendations ratified by the Members of the Corporation and shall propose the names of prospective Regents to the full Board for review and selection.
  • After election by the Board of Regents, the Chair of the Board of Regents shall formally invite the prospective Regent to join the Board.
  • Terms of Regents shall begin after election by the Board.
  • A Regent may be re-elected to serve up to two (2) additional consecutive terms.

A Regent who has served three (3) consecutive terms may not be eligible for re-election until one year has elapsed after the end of their third term.

Compensation.  No compensation shall be paid to Regents for services rendered as Regents.  Regents may be reimbursed for actual expenses incurred in the performance of their duties.

Honorary and Emeriti Regents.

  • Honorary Regents. The Board of Regents may appoint Honorary Regents who have the right to attend all meetings of the Board.  An Honorary Regent gives advice and counsel to the Board but does not have the right to vote.
  • Emeriti Regents.  The Board of Regents may confer the title of Regent Emeritus to those who have distinguished themselves during their term of service on the Board.  Typically, the award of this title occurs shortly after they have completed their service and is reserved to those who:
    • have served as a Regent for a significant length of time (typically at least 9 years);
    • have offered significant financial and/or other important forms of support during their term of service;
    • have indicated a desire to remain affiliated with and supportive of the University;
    • because of age or other reasons are unlikely to return to service on the Board.

In similar manner, the Board may confer the title Officer Emeritus (e.g. Chair Emeritus) upon Officers of the Board and/or the University President when they conclude their terms of office.

An Emeriti Regent is invited to participate in the meetings of the Board but does not have the right to vote.

  • Candidates for Honorary and Emeriti Regents are brought to the Board for election by its Chair after the Chair has reviewed the Nominees with the Nominating and Executive Committees.
  • Honorary and Emeriti Regents are not considered officers or employees of the University or persons having direction or management of the affairs of the University.

Vacancies.  Any vacancy occurring in the Board of Regents by reason of death, disability, resignation or removal may be filled by an affirmative majority vote of the remaining Regents, even though less than a quorum of the Board of Regents.  The name of the prospective Regent shall be submitted to the Members of the Corporation of Chaminade University of Honolulu for their approval. After approval by the Members of the Corporation, the Chair of the Board of Regents shall formally invite the prospective Regent to join the Board. A Regent approved to fill such a vacancy shall serve for the unexpired term of that Regent’s predecessor in office.  Filling out the unexpired term of another does not count against the term limit specified in this Article.

Regent Resignation.  Any Regent may resign from office at any time by delivering a written resignation to the Chair of the Corporation.  Resignation shall be effective immediately upon hand delivery or receipt of facsimile/e-mail.

ARTICLE II
OFFICERS OF THE BOARD OF REGENTS

Officers.

  • The officers of the Board of Regents are a Chair, one or more Vice Chairs, and a Secretary, all of whom are elected by the Board of Regents from among its members.
  • Terms of office for the officers of the Board of Regents are for two years unless a shorter period is specified.
  • Officers of the Board may be re-elected to two consecutive subsequent terms.
  • The Chair or Vice Chair shall remain in office until a successor is duly elected or appointed.

Duties of the Chair and Vice Chair.  The Chair shall preside at meetings of the Board of Regents and the members, be responsible for the operations of the Board of Regents, implement the conflict-of-interest policy of the University by ensuring that members of the Board and senior members of the administration provide adequate disclosure of outside interests and relations that might affect their fiduciary responsibilities to the University and shall have such other powers and duties as the Board of Regents assigns.  The Vice Chair shall assist the Chair and perform the Chair’s powers and duties in the Chair’s absence and shall have such other powers and duties as the Board of Regents assigns.

Duties of the Secretary of the Board of Regents.  The Secretary will be responsible for the minutes and shall be assisted by a professional staff member of the University appointed by the President who will act as associate secretary and take minutes of the meetings.

ARTICLE III
MEETINGS OF THE BOARD OF REGENTS

Regular Meetings.  Regular meetings of the Board of Regents may be held without notice either within or without the state at such time and place as determined from time to time by the Board of Regents.

There shall be a minimum of three (3) regular meetings of the Board of Regents annually, on such date and place as may be designated by the Chair of the Board. The annual meeting of the Board shall be the spring meeting each year.

Special Meetings.  Special meetings of the Board of Regents may be called by the Chair of the Board, or any three (3) Regents and shall be held within or without the state as determined by the Board of Regents.

Notice of Special Meetings.  Notice of any special meeting of the Board of Regents shall be in writing and delivered personally or mailed/telecopied/e-mailed to each Regent at the Regent’s address/phone number shown by the records of the University at least four  (4) days prior to the meeting.  Notice by mail shall be deemed effective upon deposit in the United States Mail, addressed to the Regent at the address as it appears on the records of the University with postage prepaid.  Notice by facsimile or by e-mail is effective upon receipt.  The failure to get notice shall not invalidate any action at a meeting of the Board of Regents if a quorum is present.

Waiver of Notice.  Any notice required may be waived in writing signed by the Regent entitled to notice whether before or after the time stated and shall be deemed equivalent to receipt of timely notice.  Signed waivers of notice or copies thereof, shall be placed in the minute book of the University.  Alternatively, a Regent’s attendance at any meeting shall constitute a waiver of notice to the meeting except when a Regent attends for the express purpose of objecting that the meeting is not lawfully convened.

Action by Unanimous Written Consent.  Any action required or permitted to be taken at a meeting of the Board of Regents or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all members of the Board of Regents.

Telephone Meeting.  Members of the Board of Regents, or members of any committee designed thereby, may participate in a meeting of the Board of Regents or any committee, by means of a telephone or video conference or similar communication equipment by means of which all persons participating can hear each other.  Participation by such means shall constitute presence in person at such meeting, except where the Regent participates by such means for the express purpose of objecting that the meeting is not lawfully convened.

Minutes of Meetings.  The Board of Regents shall keep regular minutes of its proceedings and the minutes shall be placed in the minute book of the University.  Committees of the Board of Regents shall maintain a separate record of the minutes of their proceedings.

              Quorum.  A majority of the Board of Regents shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Regents are present at any meeting, a majority of the Regents present may adjourn the meeting from time to time until a quorum shall be present.  The act of a majority of the Regents present at which a quorum is present shall be deemed the act of the entire Board of Regents.

ARTICLE IV

EXECUTIVE OFFICERS OF CHAMINADE UNIVERSITY

Section 1: Titles and Appointment

  • The Provincial Superior of the Marianist Province of the United States is the ex officio Chancellor of the University for consecutive terms of three years or until he is no longer the Provincial Superior. The duties of the Chancellor are: to ensure and enhance the Marianist presence at the University; to be ex officio a member of the Board of Regents; to maintain official relationships with the Roman Catholic ecclesiastical hierarchy; and to preside at appropriate University functions.
  • The Executive Officers of the University shall be a President and those officials with the title of Vice President and other titles usually associated with major administrative positions in a university as approved by the Board of Regents on the recommendation of the President.
  • The Board of Regents shall choose the President of the University in the following manner:
    • The Executive Committee of the Board of Regents shall appoint a Search Committee and select its Chairperson.
    • The Chancellor of the University or his designee that serves as a member of the Executive Committee shall be a member of the Search Committee.  In addition, the Chancellor shall appoint one other member of the Society of Mary to serve on the Search Committee.
    • The Search Committee shall prepare a description of the position and a profile of the candidate.
    • The description of the position and profile of the candidate shall then be ratified by the Executive Committee of the Board of Regents and by the Members of the Corporation before commencing the solicitation of candidates.
    • The Search Committee for President shall provide its assessment and recommendations of a candidate or candidates first to the Executive Committee of the Board of Regents.  The Executive Committee of the Board of Regents will in turn make a recommendation of a candidate(s) for President to the Members of the Corporation.  The Members must approve the recommendation of a candidate(s) by a majority vote of the Members of the Corporation at a meeting of which a quorum is present. When approved by the Members, the Executive Committee shall submit the recommendation to the Board of Regents for election of the President.
    • The President shall be elected by two-thirds vote of the total membership of the Board of Regents.
    • The Search Committee shall give preference to qualified candidates who are members of the Society of Mary, but any such search may include candidates who are not members of the Society of Mary. The President shall be a Roman Catholic and have the ability to provide leadership for Chaminade University as a Catholic and Marianist University.
    • The President of the University shall be designated pursuant to 1–7 above for an indefinite term of office/employment unless otherwise set in writing by the Board of Regents.
    • The President may be removed from office at any time after the affirmative vote of two-thirds of the total membership of the Board of Regents calling for removal is forwarded by the Chair to the Members and, consistent with the Articles of Incorporation V, Section (h) (authority of the Members), the Members act to ratify this action.
  • It shall be the duty of the President to develop appropriate procedures for the selection of Executive Officers of the University in consultation with other elements of the University community.

Section 2: The President of the University

  • The President of the University shall be the chief executive and administrative officer of the University and, as such, shall be responsible for the implementation of the policy decisions of the Board of Regents
  • The President shall be directly responsible to the Board of Regents for the administration of the University and shall have the authority to do all things necessary and proper to promote the basic purposes and general welfare of the University.
  • The President shall be an ex officio voting member of the Board of Regents and a member of the Executive Committee of the Board.
  • The President shall direct all the affairs of the University, maintain communications between Regents, faculty and other groups of the University community, consult with the Regents on major University appointments and make such appointments (unless the power to do so is limited or withdrawn by the Regents), and at all times keep informed of and in close contact with the state, interest and needs of the University, exercise a general superintendence of all University concerns and take such action as shall contribute to the quality of teaching and the advancement of knowledge.
  • The President may delegate his or her executive and administrative authority to other University officials, subject only to restrictions in these Bylaws  or as established by the Board of Regents.
  • The President’s duties shall include, but not be limited to, the following:
    • To administer the affairs of the University as its chief executive by implementing the policies and regulation approved by the Board of Regents and in accord with the stated purposes of the University;
    • To act as the official medium of communication for the University community and promote amity and unity among all;
    • To establish such committees, councils, boards, and similar bodies and appoint such officials and personnel as may be deemed necessary to promote or conduct any general or special function or purpose of any University activity or need;
    • To promote the general welfare and the academic well-being of the University by supervising the officials of the University, all its departments, and the student body;
    • To represent the institution to the general public;
    • To make an annual report to the Regents on the general condition of the University

Section 3: Treasurer of the University

The Treasurer is the responsible financial officer of the University and shall have custody of the funds and securities of the University and shall keep full and accurate account of all receipts and disbursements and keep the books of account and render statements thereof and perform such other duties usually pertaining to the office of treasurer of a university and all other duties assigned or required by the Board of Regents or the President.  The Treasurer shall report through the President to the Board of Regents.

The chief financial officer shall serve as the Treasurer of the University unless otherwise specified by the Board of Regents.

Section 4: Secretary of the University

The Secretary shall have custody of the seal of the University and the books and records of the University as provided by the Board of Regents. The President of the University shall serve as Secretary of the University with authority to execute legal instruments unless otherwise specified by the Board of Regents.

Section 5: The Provost, Vice Presidents and Other Executive Officers

  • The Provost, Vice Presidents and any other persons designated as Executive Officers of the University, under the direct supervision of the President, shall be in charge of major organizational units of University operations including academic and faculty affairs, student affairs, business affairs, developmental affairs, institutional planning and research, service agencies, and other organizational units which may be established from time to time with the approval of the Board of Regents.
  • Each Executive Officer of the University shall be responsible to the President for the administration of a designated organizational unit and shall be considered in a line relationship to the President.
  • Within the framework of the policies and procedures established by the Board of Regents, each Executive Officer of the University shall develop the necessary bylaws, operational manuals or guidelines for the operation of an organization unit, including appropriate job descriptions.
  • Such bylaws, operational manuals or guidelines must be submitted to the President for approval and, when so determined, to the Board of Regents.

Section 6: Rector

The President, with the concurrence of the Chancellor of the University, shall appoint a Rector from among the members of the Society of Mary. The Rector reports to the President and is a member of the Hui Haku Senior Leadership Council.  The Rector shall work to insure there is a vital and discernible Catholic and Marianist character to the life of the University.

Section 7: Advisory Councils and Committees

  • The President and other Executive Officers of the University shall establish appropriate advisory councils and committees to assist them in the operation of their organizational units.
  • Guidelines for the procedural operation of each council or committee shall be prepared and submitted to the President for approval and, when so determined, to the Board of Regents.

Officers as Members of the Board of Regents.  Other than the President, no other officer shall be a member of the Board of Regents.

ARTICLE V
EXECUTIVE COMMITTEE OF THE BOARD

              Composition.  The Executive Committee of the Board of Regents is composed of the Chancellor, Chair, Vice Chair, and Secretary of the Board, the chairs of the standing committees, and up to one (1) additional Board member appointed by the Chair of the Board of Regents.  With the concurrence of the Executive Committee, the Chancellor may designate the Assistant Provincial or the Assistant for Education to serve on the Executive Committee in his place provided the designee is a Regent.  The Chair of the Board of Regents shall chair the Executive Committee. 

              Authority.  The Executive Committee, between meetings of the Board of Regents and while the Board of Regents is not in session, exercises all the powers of the Board in the management of the business and affairs of the University; provided, however, that the Executive Committee has no power to fill vacancies in the Board of Regents, to elect the officers of the Board of Regents, to appoint or terminate the President of the University, to amend the Bylaws, or to perform such other functions as may be reserved to the Board of Regents.

                        Duties.  The duties of the Executive Committee shall include the following:

  • To identify trends and events that will have a major influence on the University’s growth and development, and to make recommendations to the Board regarding policy, planning, and strategic issues affecting the University’s future.
  • To monitor, review, and support the development, revision, and implementation of the University’s Strategic Plan, including the development and integration of the academic plan, financial plan, recruitment/retention plan, development plan, and physical master plan.
  • To provide the President with advice and counsel regarding operational issues.
  • To maintain the Board’s relationship with the Marianist Center of Hawaii and the Marianist Province of the United States.
  • To recommend to the Board the names of individuals to be given honorary degrees and other awards on behalf of the Regents.
  • To review the Bylaws of Board and make recommendations for any change in them.
  • To propose the agenda for the regular Board meeting.

Quorum.  A majority of the members of the Executive Committee constitutes a quorum for conducting business, and a majority of the members of the Executive Committee present at any meeting constituting a quorum is required for any action.

ARTICLE VI
COMMITTEES AND STANDING COMMITTEES

              Committees.  The Board of Regents may create and appoint standing or special

              committees and may define the duties of each committee.  The Board of Regents shall

              have the power at any time to change the number and members of any committee, to fill

              vacancies, and to discharge or dissolve any committee.

                        Standing Committees.  The Board of Regents has the following standing committees:

  • Academic Affairs
  • Audit
  • Development
  • Facilities
  • Finance Committee
  • Mission and Identity
  • Nominating
  • Student Life
  • Composition of the Standing Committees.

1.    Standing committees are composed of at least three (3) members of the Board of Regents. The Chair of the Board of Regents, in consultation with its members shall prepare a slate of committee members to be presented to the Board at the spring meeting of each year.

2.    The members of each committee are appointed by the Board. The Chair of the Board of Regents appoints the chair of each committee.

3.    The President of the University shall be an ex-officio voting member of each committee.

4.    Committees may include faculty, staff and/or student members at the discretion of the Regents who are members of the committee.  Faculty members shall be selected from nominees recommended jointly by the President of the University and the President of the Faculty Senate.  Student members shall be selected from nominees recommended jointly by the President of the University and the President of the Chaminade Student Government Association.  Student members will be able to vote in regular committee sessions but not in executive sessions.  Staff members shall be selected from nominees recommended by the President of the University.  Faculty, staff and student members will be able to fully participate and vote in regular committee sessions but not in executive sessions.

5.    Membership on the Academic Affairs Committee shall include at least one University faculty member selected by those Regents who are members of the Committee and approved by the Chair of the Board of Regents and the President of the University.

6.    Membership on the Student Life Committee shall include at least one University student selected by those Regents who are members of the Committee.

7.    Membership on the Facilities Committee shall include as a voting member the Vice President of the Marianist Center of Hawaii. If the Vice President of the Marianist Center of Hawaii is also a Regent, his membership on this Committee counts towards meeting the required minimum number of members of the Board of Regents on this Committee.

8.    The President, a Vice President, or other staff member shall serve as the liaison with each committee, assisting the committee in scheduling and preparing for each meeting.

9.    The Board of Regents may assign duties to each standing committee in addition to those duties set forth below.  The Board of Regents may consolidate or eliminate the standing committees, and may form special committees to address specific issues.

10.  Membership of the Marketing Committee shall include members who are familiar with marketing strategy and have an understanding of Chaminade University’s mission, values, challenges and opportunities. 

                        Subcommittees of the Standing Committees

                        Among the committees the Board of Regents may create Subcommittees of the                                         Standing Committees.  The Standing Committees have the following subcommittees:

  • Intercollegiate Athletics Subcommittee of the Student Life Committee
    • Investment Subcommittee of the Finance Committee
  • Composition of the Subcommittees of the Standing Committees
    • Subcommittees are composed of the Chair of the Standing Committee of which it is a Subcommittee, the President and at least two (2) other members of the Board of Regents.
      1. The Chair of the Subcommittee, who need not be a Regent, is appointed by the Chair of the Board upon the recommendation of the Chair of its Standing Committee.
      1. The Faculty Athletics Representative, the President of the Student Athletics Advisory Committee, the Vice President for Institutional Advancement, and the Dean of Students (Administrative liaison) serve as ex-officio members of the Intercollegiate Athletics Subcommittee.  In addition, the Faculty Senate President appoints a member of the faculty to the Subcommittee.
  • Duties of the Standing Committees.

1.    ACADEMIC AFFAIRS COMMITTEE.  The duties of the Academic Affairs Committee are:

a.     To review the mission, academic programs, and cultural structure of the University, including, but not limited to, published materials including brochures, catalogs, faculty handbook, and accreditation reports, as well as presentations by deans, program directors and coordinators, and students.

b.    To review policy, planning, and strategic issues pertinent to the above-stated duties and responsibilities.

c.     To review proposals on faculty and curriculum matters before final presentation to the full Board for approval.

d.    To receive annual statements from the President or chief academic officer describing the directions in which the leadership wishes to guide the academic division of the University.

  • To periodically undertake self-studies of the Committee’s duties, responsibilities, and operating style.
  • To oversee the University’s execution of its Mission Statement and academic goals as they pertain to:

(i)             Faculty tenure criteria

(ii)                        Faculty compensation

(iii)                       Faculty evaluation policies

(iv)        Volume IV of the Policy Manual (Faculty Handbook)

(v)            Faculty development

(vi)                       Academic programs

(vii)                      Student admission and academic standards

(viii)         Commencement speaker

2.    AUDIT COMMITTEE has the responsibility to oversee the University’s financial practices, internal controls, financial management, and standards of conduct. 

The Committee is responsible for

  1. assuring the Board that the statements reflect an adequate and full disclosure of the University’s financial condition through the direction of the external audit;
  2. reviewing and understanding the process of preparing financial statements to reduce the risk of material misstatements in the statements;
  3. determining the adequacy of internal controls surrounding financial information systems;
  4. ensuring compliance with University’s conflict of interest policy, purchasing policies and other policies related to standards of conduct and
  5. conduct oversight of the Emergency Procedures and Manual of the University

Members of the Committee should have familiarity with financial reporting, accounting practices, information technology systems and key fiscal issues in higher education.  The Committee will meet at least twice each year including before and after the work of the external auditors. 

The specific duties of the Audit Committee are:

  1. To recommend to the Board the independent accountant to perform the annual audit, to review the performance of the firm currently conducting the audit and determine the terms and conditions of the firm’s continued appointment or to determine the need for a selection of a new firm.
  2. To review with the auditor prior to the start of the audit the scope and procedures for the audit and to discuss any special areas of concerns of the Audit Committee.
  3. To meet with the auditors after the audit is completed to review the financial statements, the report on the adequacy of internal controls or other findings and the auditor’s management letter.
  4. To recommend to the Board the acceptance of the annual audit and management letter and response, and present the audited financial statements to the Board of Regents. 
  5. To have oversight over internal control issues to ensure
  6. reliability of financial reporting;
  7. effectiveness and efficiency of operations;
  8. effectiveness of the University in collecting pledges and meeting donor restrictions;
  9. effectiveness in managing the University’s endowments and investments;
  10. compliance with applicable laws and regulations;
  11. adequacy of and compliance with purchasing and other policies designed to ensure ethical and effective conduct of operations.
  12. the adequacy of the Emergency Manual of the University
  13. To oversee the University’s conflict-of-interest policy.
  14. To ensure that the information technology systems have adequate safeguards to protect them from outside interference and events and that they have been tested to ensure they perform as intended.

h.   To bring to the attention of the Chair of the Board any issues that require audit attention.

3.    DEVELOPMENT COMMITTEE has the responsibility of assisting in public relations and developing, maintaining and increasing community financial support for the University, including gift solicitation and deferred giving programs.

The duties of the Development Committee are:

a.     To provide leadership for University public relations and development programs.

b.    To review the University’s development programs for annual gifts and endowments, and to make recommendations to the Board of Regents.

c.     To review development programs for capital fundraising campaigns, and to make recommendations to the Board of Regents.

d.    To propose policy guidelines to the Board of Regents for the acceptance and recognition of memorial and naming gifts.

4.    FACILITIES COMMITTEE is responsible for evaluating needs and reviewing plans for University facilities.

The duties of the Facilities Committee are:

a.     To periodically review the University’s long-term physical master plan, including its PRU applications and building plans, and to make recommendations to the Board of Regents.

b.    To review the University’s capital improvement plan on a periodic basis, and to make recommendations to the Board of Regents.

c.     To review the maintenance, operation and use of University buildings and grounds, and to make recommendations for improvements to the Board of Regents.

5.    FINANCE COMMITTEE is responsible for evaluating the fiscal stability of the University, including financial planning and management, and the operating and capital budgets.

The duties of the Finance Committee are:

a.     To consider and make recommendations to the Board of Regents concerning the annual budget of the University.

b.    To consider and make recommendations to the Board of Regents concerning student tuition, fees and other charges.

c.     To advise the Board of Regents on all financial matters brought to the Committee’s attention.

d.    To recommend appropriate investment policies to the Board of Regents for approval, and to supervise the investment of University funds subject to the overall direction of the Board of Regents.  The Finance Committee has the authority to direct that an investment manager or managers be hired.

e.     To review all major contracts in excess of $250,000, acquisitions and sales of property, and to make appropriate recommendations to the Board of Regents on such contracts.

f.     To review and recommend University long-range financial planning to the Board of Regents.

g.    To evaluate the financial management of University affairs and make appropriate recommendations to the Board of Regents.

6.    MISSION AND IDENTITY COMMITTEE has the responsibility for:

  1. Assisting Chaminade University (Chaminade) and its Board of Regents (the Board) in sustaining the mission and identity of Chaminade by reviewing the relationship between Chaminade and its Catholic and Marianist Heritage and contemporary stakeholders, including the Marianist Province and Catholic Diocese of Honolulu.
  2. Assisting in gathering information and data from the Board Committees, the administration, faculty and students as to their progress in fostering and assessing the Catholic Marianist Identity of Chaminade’s programs and operations.
  3. Serving as a clearinghouse to receive and review reports from Chaminade’s stakeholders, including the Board, administration, faculty and students on the measures they are taking and programs they are developing to strengthen Chaminade’s Marianist and Catholic Identity.
  4. Serving as a catalyst and making recommendation to the Administration and the Board on areas for growth and development of Chaminade’s Catholic and Marianist Identity.
  5. Providing opportunities for members of the Board to grow in their understanding of Chaminade’s mission and the values and vision of Marianist and Catholic higher education.
  6. Keeping abreast of University of Dayton and St. Mary’s University programs and projects and the work of the Association of Marianist Universities that are being implemented to strengthen their Marianist and Catholic identity.

7.    NOMINATING COMMITTEE is responsible for recruiting members for the Board of Regents and for the internal development and growth of the members.

The duties of the Nominating Committee are:

a.     To prepare and submit to the Executive Committee and then the Board a list of candidates for nomination to the Board of Regents and the Board of Governors in accordance with the provisions of the Bylaws and operating policies of the Board of Regents.

b.    To maintain a list of candidates for nomination to the Board of Regents and Board of Governors through a continuing search for individuals with special talents for service to the University.

c.     To conduct an orientation program for new Regents with the assistance of the President of the University and to promote the continued education of Regents through seminars and meetings designed to address major issues and to include periodic evaluations of the Board itself.

d.    To request self-assessments from individual Regents each year, and to submit an annual report to the Board regarding the overall effectiveness of Board operations and means for improvement.

e.     To establish guidelines and recommend to the Board the names of individuals to be given honorary degrees and other awards on behalf of the Regents.

8.    STUDENT LIFE COMMITTEE is responsible for evaluating non-academic matters affecting student life.

The duties of the Student Life Committee are:

a.     To consider and recommend to the Board of Regents the establishment or modification of policies related to the non-academic areas of student life such as campus ministry, athletics, health services, food services, residence life, student rights and responsibilities, student government, personal and group counseling, substance abuse, campus security, and international student advising.

b.    To act in a liaison capacity between the Board of Regents and representative student organizations on matters related to student life requiring Board consideration as determined by the President.

  • Duties of the Subcommittees

1.  INTERCOLLIGATE ATHELETICS SUBCOMMITTEE, a subcommittee of the Student Life Committee, has responsibility for:

  1. Reviewing the University’s Intercollegiate Athletics program, and, in particular, the policies which guide it;
  • Ascertaining that the University has adequate structures in place to ensure compliance with all NCAA Division II and Pacific West Conference regulations and requirements; 
  • Ascertaining that the University has made adequate provision for the safety, health and academic success of its student athletes;
  • Recommending to the Board priorities for the support of the Intercollegiate Athletics Program; 
  • Consistent with the priorities set by the Board and Administration, provide guidance and assistance to fundraising efforts in support of Intercollegiate Athletics; 
  • Reviewing the manner in which Intercollegiate Athletics supports campus-wide wellness and fitness efforts and the achievement of our undergraduate student recruitment goals; 
  • Reviewing plans for promoting Chaminade’s Intercollegiate Athletics Program on campus and in the community, in particular, with local high school athletics directors and coaches; 

Generally, providing counsel to the administration on matters pertaining to Intercollegiate Athletics.

2.    INVESTMENT SUBCOMMITTEE, a subcommittee of the Finance Committee, has the responsibility for:

  1. Oversight of investment policies and guidelines and their implementation, in particular, the selection of asset mangers, custodians and consultants for the University;
  • The setting of the asset allocation and spending policy;
  • Monitoring of investment results; and
  • Oversight of accounting and financial reporting of invested funds.

Ordinarily, the Subcommittee meets quarterly each year, in mid-February, mid-April, mid-August and mid-November, approximately six weeks after the end of the quarter to allow time for the preparation and distribution of the investment performance reports.

The duties of the Investment Subcommittee include:

  1. To develop an Investment Policy based on the requirements of the respective funds and the needs of the University and to recommend changes to the Investment Policy to the Board of Regents.
  2. To make recommendations to the Board to determine the asset classes to be used to invest the long-term funds of the University and the percentage allocation for each asset class.
  3. To select, as necessary, fund managers, custodians and consultants to formulate, implement and monitor the University’s investment strategy.
  4. To monitor the level of assets held by each fund manager.
  5. To monitor the portfolio of investments to ensure their adherence to the guidelines established in the Investment Policy.
  6. To monitor the conformance of the investment managers to their stated strategy and to act on matters that might adversely affect compliance with the Investment Policy of the University.
  7. To monitor the performance of the investment managers and compare each to agreed peer and benchmarks to assess their relative performance.
  8. To discuss and review investment policies with the fund managers to convey the University’s expectations and to confirm the approach to be taken to achieve these results.
  9. To make recommendations on how to vote on proxies for corporate governance and social issues.
  10. To provide periodic reports on investment performance to the Board of Regents.
  11. To review the level of investment expenses (e.g., fees paid to outside managers and custodians, report and brokerage fees).
  12. To ensure that appropriate safeguards are in place so that donor requirements are recognized and investment management is carried out in a manner consistent with those agreements.
  13. To advise and monitor the University’s staff in its investment of short-term working capital.

ARTICLE VII
PROCEDURES FOR THE BOARD OF GOVERNORS

Purpose and Duties

Membership. The Board of Governors shall be composed of no more than 60 regular members and certain members ex-officio, who shall include the Chair of the Board of Regents, the President of the University, and the chief development officer of the University.  Preference for membership will be given to business leaders and alumni who support the mission and vision of the University.

Election.

  • The regular members shall be elected for a term of five (5) years, to be decided by the Executive Committee of the Board of Regents by a majority vote of those present.
  • All candidates for membership on the Board of Governors shall be approved by the Board of Regents upon recommendation of the Board of Governors.
  • The Nominating Committee of the Board of Regents shall make nominations for the Chair of the Board of Governors, to be elected at any regular meeting of the Board of Regents.  The Board of Governors elects all its other officers.

Powers and Duties. The Board of Governors shall be responsible for advising the President of the University and the Board of Regents regarding strategic planning, academic programs and the external relations of the University.

Compensation. No compensation or travel expenses shall be paid to members of the Board of Governors for service rendered as members of the Board of Governors.

Meetings

Regular Meetings. The Board of Governors shall meet a minimum of twice per academic year.

Special Meetings. The officers of the Board of Governors may call special meetings.

Officers

Officers of the Board of Governors.

  • The officers of the Board of Governors shall be a Chairperson, a Vice Chairperson, and a Secretary. The officers shall hold office for three years or until their successors are elected and qualified.
  • Vacancy in any office with the exception of the Chairperson shall be filled by the Board of Governors.

Duties

  • The Chairperson of the Board of Governors shall preside at all meetings of the Board of Governors and shall act as executive head of the Board when it is not in session and shall represent it officially on public occasions. He or she shall be an ex-officio member of the Board of Regents.
  • The Vice Chairperson shall act in the absence of the Chairperson.
  • The Secretary shall keep the minutes and manage the correspondence of the Board of Governors and perform other such duties as assigned by the officers of the Board of Governors.

Rules of Procedure

Rules of Procedure. Robert’s Rules of Order, Revised, shall be the parliamentary authority for all matters of procedure not specifically covered in these procedures.

Amendments

Amendment.  These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of two-thirds of the Regents present at any regular or special meeting, if at least thirty (30) days written notice is given of intention to alter, amend, or repeal, or to adopt new procedures at the meeting.

ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

              Authorization to Execute Instruments.

              Authority.  The President and/or Vice Presidents are authorized to execute any and all instruments necessary, proper or desirable for the purpose of conducting the business of the University.

              Financial Limit on Authority.  The President and/or Vice Presidents or in their absence, the Chair or Secretary of the Board may, on their own authority without specific Board review and approval, make financial commitments to third parties which are no more than $250,000 in value per transaction.  Commitments over $50,000 and checks over $25,000 require two signatures.

              The University President and the Board Chair must seek the approval of the Members of the Corporation to incur new (additional) indebtedness if the amount proposed plus any existing indebtedness would exceed 10 percent of the University’s total assets as recorded in its most recent annual audit.

              Statements and Receipts.  The President of the University shall cause to be prepared annual financial statements.  The aforementioned financial statements shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis and shall be submitted to the Board of Regents annually and filed with the Treasurer of the University.

Contracts.  An officer of the University shall have authority to enter into and execute any contract or execute and deliver any instrument in the name of and on behalf of the University except as noted below.  The Board of Regents, however, may limit an officer’s authority in this respect and may appoint and authorize an agent or agents of the University to perform the same.  The President may enter into and execute employment contracts with individuals and the Board may enter into and execute an employment contract with the President.  All contracts of whatsoever nature must be in writing and the word “Contract” should appear in the title.

              Checks, Drafts, or Orders.  All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the University, shall be signed by an officer or agent of the University.  An officer of the University is authorized to sign the above stated instruments.  The Board of Regents however, may limit an officer’s authority in this respect and may appoint and authorize an agent or agents of the University to sign the above instruments in the name of and on behalf of the University.

              Deposits.  Funds of the University shall be deposited, from time to time, to the University’s credit, in banks, trust companies, or other depositories.

              Gifts.  The Board of Regents may accept on behalf of the University any contribution, gift, bequest, or device for any purpose of the University, subject to the requirements for accepting gifts adopted by the Board of Regents.

Facsimile Signatures.  The Board of Regents may provide for the execution of checks by the printed, lithographed or engraved facsimile signature or signatures of the person or persons authorized to sign checks.

              Fidelity Bonds.  The Board of Regents may require that officers and employees of the University having custody or control of Corporate funds furnished adequate fidelity bonds.  The fidelity bond premiums shall be paid by the University.

ARTICLE IX
BOOKS AND RECORDS

              The Board of Regents shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Board of Regents and committees.

ARTICLE X
FISCAL YEAR

The University’s fiscal year shall be July 1 through June 30.

ARTICLE XI
INDEMNIFICATION

Agent.  “Agent” means any person who is or was a Regent, Officer, or other agent of the University, or is or was serving at the request of the University as a Regent, Officer or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Regent, Officer, or agent of a foreign or domestic corporation which was a predecessor corporation of the University or of another enterprise at the request of such predecessor corporation.

              Expense.  “Expenses” include, without limitation, attorneys’ fees and expenses of a completed action or proceeding, whether civil, criminal, administrative, or investigative.

              Indemnification.  The University shall, subject to the provisions of this Article XI and applicable statutes, indemnify any person who was or is a party or is threatened to be made a party:

  • to any proceeding (other than an action by or in the right of the University) because the person is or was the  University’s Agent, against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed the person’s actions to be in or not opposed to the University’s  best interests and, with respect to any criminal proceeding, that person had no reasonable cause to believe that the person’s conduct was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, of itself, shall not create a presumption that the person failed to act in good faith and did not reasonably believe the person’s actions to be in or not opposed to the University’s best interests, or that the person had reasonable cause to believe that the person’s conduct was unlawful;
  • to any threatened, pending, or completed action by or in the right of the University to procure a judgment in its favor because the person is or was an Agent of the University, against expenses actually and reasonable incurred in connection with the defense or settlement of the action, if the person acted in good faith and reasonably believed the person’s action to be in or not opposed to the University’s best interests.  No indemnification shall be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon the application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  To the extent that an Agent has been successful on the merits or otherwise in defense of proceeding referred to in sub-sections (a) or (b), or in defense of any claim, issue, or matter therein, the agent shall be indemnified by the corporation against expenses actually and reasonably incurred by the agent in connection therewith.

              Authorization.  The University shall make indemnification payment only as authorized in the specific case upon a determination that indemnification of the Agent is proper because the Agent meets the applicable standard of conduct set forth in sub-paragraphs (a) and (b) set forth above.  Determination shall be made:

  • by the Board of Regents by a majority vote of a quorum consisting of Regents who were not parties to the proceedings; or
    • if a quorum is not obtainable, by independent legal counsel in a written opinion; or
      • by the members of the Corporation; or
      • by the Court.

              Advance Payment.  The Board of Regents may authorize payment of expenses incurred in defending any proceedings in advance of the final disposition of the proceedings upon receipt of an undertaking by or on behalf of the Agent to repay such amount unless it shall be ultimately determined that the person is entitled to indemnification by the corporation as authorization in this Article.

              Other Rights.  The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled by statute, bylaw, agreement, vote of members or disinterested Regents, or as to action in another capacity while holding such office and shall continue as to any person who ceases to be an Agent, and shall inure to the benefit of that person’s heirs and personal representatives.

              Insurance.  The University may purchase and maintain insurance on behalf of any Agent of the University against any liability asserted against or incurred by the Agent.

              Liability Exception.  Any person who serves as an officer or Regent of the University without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from that person’s performance of, or failure to perform, duties of the position to which the person was appointed, unless the person is found to have been grossly negligent by a court or other forum of competent jurisdiction.

ARTICLE XII
CONFLICT OF INTEREST POLICY FOR THE BOARD OF REGENTS AND
SENIOR STAFF CHAMINADE UNIVERSITY OF HONOLULU

  1. SCOPE:The following statement of policy applies to each member of the Board of Chaminade University, each non-regent committee or subcommittee member, the President and members of the Hui Haku Senior Leadership Council, and members of the Provost Cabinet (Covered Persons). This policy incorporates by reference the Conflict of Interest Policy Disclosure Statement.
  2. RESPONSIBILITY: Covered Persons have an obligation to conduct all affairs of the institution in a manner consistent with their duties to the corporation under law and as required by the corporation. They are expected to meet the high standards of business ethics required of their role. All decisions are to be made solely on the basis of a desire to promote the best interests of the institution and those it serves, and to avoid conflicts of interests or the appearance of conflicts of interests.
  3. CONFLICTS OF INTEREST:A conflict of interest involves a situation in which a covered person has a significant financial or personal consideration that may compromise, or have the appearance of compromising their duty/responsibility to the organization. Only material conflicts of interest are covered under this policy. A conflict of interest is material if an ordinary person would or could reasonably be perceived as taking it into account in making a decision. Potential conflicts of interest or arrangements raising conflict issues include, but are not limited to:
  1. Having any affiliation with a business or profession providing goods or services to the University as defined in Section 4 of this policy.
    1. Holding ownership interest in any real or personal property leased or purchased by the University.
    1. Having direct or indirect financial interest in the University’s commercial leases or other transactions.
    1. Providing preferential treatment to other Board members or the University’s staff and faculty in exchange for goods and services.
    1. Receipt of gifts, gratuities or excessive entertainment from vendors or other groups or individuals involved in a business relationship with Chaminade or seeking same. With respect to gifts or gratuities not involving the above, the maximum value of any gift or gratuity is $100.00.
    1. Using information received in your capacity for actual or potential personal, family or corporate gain.
    1. Pursuing a corporate opportunity, or having knowledge of a family member pursuing such opportunity, which would otherwise be available to the institution. (For purposes of illustration, an example of a corporate opportunity is becoming aware that the University would be interested in purchasing land for a building site and then purchasing the land or referring that opportunity to another.)
    1. Making or accepting payment for referrals.

Covered Persons may bring with them interests and affiliations that might raise actual or potential conflicts of interest. However, the potential impact of a conflict must be weighed against the useful and advantageous service that the member could provide to the University. Conflicts should be managed so as to ensure that unavoidable conflicts do not interfere with the integrity of the member’s duties in the performance of University obligations. Potential conflicts should be disclosed to ensure that such conflicts are properly reviewed and resolved.

  • DISCLOSURE: The policy of Chaminade University requires that in the event the Covered Person must consider any transaction for the institution which also involves 1) a covered person or a related other (which shall be, for purposes of this policy, be a spouse, parent, siblings, children, grandparents and significant other, or member of his or her household or a hanai relationship) or 2) an organization with which a Covered Person is affiliated, such individual at the first knowledge of the transaction, shall disclose fully the precise nature of the interest or involvement.

Disclosure is further required of Covered Persons concerning all relationships and business affiliations that reasonably could give rise to a conflict of interest or the appearance of a conflict of interest involving the institution. This disclosure shall be updated at least annually or at the time of any event causing a change in a significant relationship, e.g. changes in affiliation/s. For the purpose of this policy, affiliation is understood to prevail if the Covered Person or a related other:

  1. Is an officer, director, trustee, partner, employee or agent of such organization; or
  • Is either the actual or beneficial owner of more than 5 percent of the voting stock or control interest of such an organization, or where it involves more than 10 percent of an individual’s wealth; or
    • Has any other direct or indirect dealing with such organization or other entity or individual from which he or she knowingly is materially benefited.

All disclosures required under this policy must be directed in writing to the Chair of the Board (for members of the Board of Chaminade University, and each non-regent committee or subcommittee member and President) or President (for members of the Hui Haku Senior Leadership Council, and members of the Provost Cabinet) who shall be responsible for the administration of this policy. Matters under this policy shall be reported to the responsible party (Chair of the Board or President for appropriate action. Information disclosed under this policy shall be held in confidence except when the best interest of the institution would be served by disclosing the information to the Board in executive session.

  • RESTRAINT ON PARTICIPATION/RECUSAL: Covered Persons who have declared or been found to have a conflict of interest or the appearance of a conflict of interest in any matter before the administration or the Board or its committees shall recuse themselves from participating in consideration of the proposed transaction, unless for special reasons the Board or administration requests information or interpretation from the person or persons involved. The Chair or appropriate official may also ask the person or persons involved to excuse themselves from the room at the time of vote or decision.

If there appears to be a direct violation of the conflict of interest policy and it has not been addressed through the existing channels, the President, or Chairperson of the Board (as appropriate) may make a determination or convene the Executive Committee to deliberate on the matter.

Any Covered Person who is uncertain about a possible conflict of interest in any matter, should request the Board Chair, committee Chair, or President as appropriate, to determine whether a possible conflict exists. If need be, the Board shall resolve the question by majority vote if time permits. If unable to address the matter timely, the Covered Person should treat the matter in the same fashion as if it were a possible conflict and therefore, as noted above, refrain from participating in the consideration of the proposed transaction. When appropriate, the question of potential conflict should be referred to University counsel for an opinion prior to determination.

  • RECORDS: Meeting Minutes or other appropriate notation shall reflect any recusals based on a conflict of interest (a direct conflict or the appearance of a conflict) and that the individual did not participate in the consideration of or vote on the matter.

Reviewed by PLC 10/13/09
Approved by PLC 12/16/09

Adopted by the Board of Regents

ARTICLE XIII  

AMENDMENT OF BYLAWS

ARTICLE XIII  

AMENDMENT OF BYLAWS

Amendment.  These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted.  All amendments require the support of a majority of two-thirds of the Regents present at any regular or special meeting, if at least thirty (30) days written notice is given of intention to alter, amend, or repeal, or to adopt new procedures at the meeting. All amendments or other changes to the Bylaws require the ratification of the Members of the Corporation within thirty (30) days of approval by the Regents in order to be effective.
                                                                                  Secretary of the Board of Regents of Chaminade University

Revised  11/17/07
Revised 11/18/16
Revised 4/27/18
Revised 9/14/20
Revised 6/2/2021