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Board of Visitors Bylaws


ARTICLE 1    Preamble

1.1   The name of this organization is Vanderbilt University School of Engineering Board of Visitors, hereinafter referred to as the School and BOV, respectively.

1.2   The purpose of the BOV is to support and foster the achievement of excellence in all aspects of the School. This shall be accomplished by proactive commitment to the following activities:

  • Advising and supporting the Dean of the School
  • Assisting in securing funds for important programs and needs of the school
  • Making individual commitments to support the School financially
  • Assisting in developing beneficial relationships with industry, government and other academic institutions
  • Reviewing and supporting the School's strategic plans
  • Reporting to the Chancellor and Provost on the status and needs of the School

ARTICLE 2    Membership

2.1   The BOV membership is capped at 50 members. The members shall be alumni and non-alumni whose experience and achievements ensure the BOV's ability to achieve its purpose. Selection for membership shall be based on the candidate's

  • Demonstration of professional achievements in fields of importance to the School
  • Indication of a commitment to the School through service and financial support
  • Enhancement of the balance of the BOV's breadth and diversity

2.2   Appointments to the BOV shall be made by the Dean of the School. The Dean shall receive advice and nominations from the Chair of the BOV and the BOV Executive Committee.

2.3   Members shall be appointed to the BOV for a three-year term and may be reappointed for consecutive terms of three years each.

ARTICLE 3  Officers and Executive Committee

3.1    The Officers of the BOV shall comprise the Chair, the Vice-Chair, the Dean of the School, and a maximum of two School liaisons to the BOV. Together, they form the Executive Committee.

3.2    The Chair and Vice-Chair usually shall be appointed concurrently and shall both serve terms of two years. It is expected that, upon completion of the Chair's term, the Vice-Chair shall be appointed to serve as Chair.

3.3    The Chair and Vice-Chair shall be appointed by the Dean of the School upon consultation with the Executive Committee.

3.4    In the situation a Chair’s membership term ends prior to completion of her/his term in office, the Dean may extend membership to fulfill the remainder of the term(s) through Past Chair status.

3.5    The Chair shall preside at the meetings of the BOV and of the Executive Committee. The Vice-Chair shall preside in the absence of the Chair.

3.6    The Executive Committee advises the Dean in matters such as BOV membership, ad hoc committee formation, selection of ad hoc committee chairs, and bylaws changes.

3.7     Upon the completion of the Chair’s two-year officer term, she/he shall be appointed as Past Chair. The Past Chair is not a member of the Executive Committee, but may be consulted when her/his knowledge of a particular situation could be helpful in a situation.

3.8     Board of Visitors “emerita/emeritus member” status may be recommended by the Executive Committee and conferred by the Dean as an honorific appointment for particularly significant contributions as a BOV member. Members emeriti will have been in good standing during the entirety of their membership term(s). Members emeriti are not voting-eligible in BOV matters. Members emeriti are invited to BOV meetings and events and will receive regular meeting minutes.

ARTICLE 4  BOV Member Commitments

BOV members are expected to be personally engaged in supporting the School financially and through other initiatives that further the School's mission.

4.1      Each BOV member shall make a personal financial commitment to the School. The minimum annual personal commitment is at the Lewis Society membership level. In addition, during their tenure on the BOV, members are expected to make at least one major financial contribution to the School, personally and/or through the engagement of a company. Each member will meet with the School of Engineering development office to establish an individualized giving plan, which shall be reviewed periodically. These financial requirements shall be waived for BOV members from academia, government, non-profit organizations, and those who are five years or fewer from graduation.

4.2      Each BOV member is expected to attend all BOV regular meetings and related functions, and to make a good-faith effort to participate in events that advance the School.

4.3      Those members of the BOV who become unable to meet these commitments or miss two consecutive BOV meetings may be removed from the BOV by the Dean of School.

4.4      From time to time BOV members may need to take a “leave of absence” from their BOV responsibilities due to such events as, but not limited to, changes in employment, appointments to other committees at the university, or other life events. In such cases, the Executive Committee may elect to place a member on “leave of absence” for a specific period of time, typically one year. Such a request may originate with the BOV member or the Executive Committee. When a “leave of absence” is granted, a member of the Executive Committee will check in with the member on leave periodically. A member on “leave of absence” has her/his membership term extended by the total leave period.

ARTICLE 5  Meetings

The BOV shall meet in person twice a year, generally once in the fall and once in the spring. The Executive Committee may hold additional in-person or virtual meetings as needed. Notice of the meeting shall be sent at least three weeks prior to the meeting date. In special cases as determined by the Executive Committee, regular BOV meetings may be held virtually if in-person meetings are not advisable or possible.

ARTICLE 6  Committees

Ad hoc committees shall be formed by the Executive Committee in consultation with the Dean to address specific issues or reach specific objectives on matters that warrant more than typical attention, and make recommendations to the BOV. A committee shall be formed for a stated period of time at its inception, after which it can be renewed for additional time as needed by a vote of the members of the BOV.

ARTICLE 7 Adoption and Amendment

The bylaws shall be adopted and may be amended by a two-thirds majority of those in attendance at any regular meeting of the BOV at which a quorum is present. A quorum is defined as forty percent or more of the membership of the BOV.


Approved 1 February 2013

Amended 22 March 2013

Amended 16 December 2021