BYLAWS OF THE ADVISORY BOARD OF THE CALIFORNIA STATE UNIVERSITY INSTITUTE FOR TEACHING AND LEARNING REVISED MARCH 1, 2016 The Bylaws of the Advisory Board of the California State University Institute for Teaching and Learning (ITL) are adopted this 8th day of October, 1994. These Bylaws shall be the complete and sole Bylaws of the California State University Institute for Teaching and Learning Advisory Board. ARTICLE I Governance, Meetings, and Voting Section 1. Governance. The California State University Institute for Teaching and Learning shall be governed by an Advisory Board jointly responsible to the Academic Senate and the Chancellor of the California State University. Section 2. Schedule of Meetings. Regular meetings of the Advisory Board normally shall be held three times annually, fall, winter, and spring. Additional meetings may be called at any time by any one of the following: (a) Either or both Co-Chairs of the Advisory Board. (b) The Chair of the California State University Academic Senate. (c) The Chancellor of the California State University. (d) Any four or more members of the Advisory Board. Section 3. Notice of Meetings. (a) Written notice of every regular meeting of the Advisory Board and Board committees shall be given to each Board member at least one week before each meeting. Written notice of any meeting shall also be given pursuant to this subsection to any person who requests such notice in writing. Notice may be delivered personally or by mail, including electronic mail. (b) An agenda listing the matters to be considered at each meeting shall be included in the notice of the meeting. Section 4. Closed sessions. The Advisory Board or Board committees may hold closed sessions consistent with applicable provisions of Sections 89920 through 89927 of the Education Code. Section 5. Quorum. Attendance in person or through the aid of technology of a majority of the qualified Board members entitled to vote at a meeting of the Advisory Board shall constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue business, not withstanding the withdrawal of Board members, if any action taken is approved by at least a majority of the required quorum for such meeting. -1- Section 6. Voting Rights. Each qualified Board member shall have one vote which said vote may not be cast by proxy. Section 7. Voting at Meetings. So long as a quorum is in attendance at a meeting of the Advisory Board, all actions taken by the Board shall be by a majority vote of those then present at the meeting, except as expressly provided by these Bylaws. Section 8. Conduct of Meetings. Meetings of the Advisory Board shall be guided by Robert's Rules of Order, Revised, except as provided in the Articles of Establishment and Bylaws of the Advisory Board. Section 1. ARTICLE II Members of the Advisory Board Size, Representation, and Selection. The authorized total number of Advisory Board members of the Institute shall be seventeen (17). The Board members shall be drawn from the faculty, administration, and students of the University as set forth in the Bylaws. The distribution of membership shall be as follows. (a) (b) Voting Members. (1) Five (5) members of the Academic Senate of the California State University appointed by the Executive Committee of the Academic Senate. (2) One (1) President of a California State University campus appointed by the Chancellor of the California State University. (3) One (1) Vice President for Academic Affairs or Provost of a California State University campus appointed by the Chancellor of the California State University. (4) The Executive Vice Chancellor of Academic and Student Affairs of the California State University (ex officio). (5) One (1) student appointed by the California State Student Association. (6) One (1) director of a campus center for teaching and learning appointed by the Faculty Development Council. (7) One (1) director of a campus center for community engagement appointed by the Community Engagement directors. (8) One appointee of the Chancellor of the CSU. Non-Voting Ex Officio Members. (1) The Director of the Institute for Teaching and Learning. (2) The Assistant Vice Chancellor for Academic Programs and Faculty Development. (3) The Assistant Vice Chancellor for Academic Technology Services of the California State University, or designee. -2- (4) The Vice Chancellor for Human Resources of the California State University, or designee. (5) The Director of the Center for Community Engagement of the California State University, or designee. Section 2. Terms of Office. The terms of office of voting Board members will normally be three years, except for the Faculty Development Council representative (normally a two-year term) and the student representative (a one-year term). All Board members have the possibility of reappointment. Terms of office shall begin on July 1 and end on June 30. Section 3. Vacancies. In the event that a member of the Advisory Board ceases to hold office or status that qualifies that member for service on the Board, a duly selected successor shall be requested from the individual or group who appointed the vacating Board member. The successor shall complete the term of office of the vacating Board member and may be reappointed. Section 4. Committees. The Advisory Board may act through committees as it shall determine from time to time. Such committees shall be given such powers as the Advisory Board shall assign, consistent with the Articles of Establishment and the Bylaws of the Advisory Board. ARTICLE III Officers Section 1. Co-Chairs. The officers of the Advisory Board shall be the Co-Chairs of the Board. The Executive Vice Chancellor for Academic and Student Affairs shall serve as one Co-Chair of the Board. The other Co-Chair of the Board shall be one of the five faculty Board members appointed by the Academic Senate of the California State University. The Faculty Co-Chair shall be elected annually by the Board at the first meeting of the academic year and shall hold office until a successor is elected or their term of office expires. Section 2. Vacancy. Should the office of the Faculty Co-Chair become vacant, the Board will elect a replacement at its next meeting. Section 3. Other Officers. The advisory Board may establish and elect ad hoc officers as the need arises. Permanent officers may be established only through the amendment of these Bylaws. ARTICLE IV Reports Section 1. The Advisory Board shall present an annual report and financial statement to the Chair of the Academic Senate and the Chancellor of the California State University. This annual report and financial statement will normally -3- be prepared in the spring under the direction of the Co-Chairs and approved by the Board at its last meeting of the academic year. ARTICLE V Amendments Section 1. The Bylaws may be repealed or amended or new Bylaws may be adopted by the Advisory Board. (Revised 3.1.2016) -4-