BY-LAWS OF THE BOARD OF TRUSTEES

ARTICLE I. GENERAL

Section 1. Name: The name of the entity pursuant to the laws of the State of New Jersey (N.J.S.A. 18A:64E) is legislatively designated as New Jersey Institute of Technology, (hereinafter referred to in these By-Laws as NJIT).

Section 2. Location:  NJIT is located in Newark, New Jersey. Nothing contained in these By-Laws shall prevent the holding of meetings or the transaction of business pertinent to NJIT at some other place, either within or outside of New Jersey, upon such notice as is proper and otherwise in accordance with New Jersey’s Open Public Meetings Act.

Section 3. Fiscal Year: The Fiscal Year of NJIT shall be from July 1^st to June 30^th.

ARTICLE II. MEMBERS OF THE BOARD OF TRUSTEES AND THEIR POWERS

Section 1. Number of Trustees and Their Appointments: Membership of the Board of Trustees shall consist of the Governor, or his designee, and the Mayor of Newark, as ex officio nonvoting members, up to 15 citizens of the State appointed by the Governor with the advice and consent of the Senate. The Board shall recommend potential new members to the Governor. The composition and size of the Board of Trustees shall be determined by the Board. The terms of office of appointed members shall be for four years which shall commence on July 1 and expire on June 30. All Trustees shall serve after the expiration of their terms until their successor shall have been appointed and qualified. Trustees appointed by the Governor may be removed from the office by the Governor, for cause, after notice and opportunity to be heard.

The Board of Trustees, in its discretion and at the recommendation of the Nominating Committee, may grant the status of Trustee Emeritus(a) to those retiring Board Members who have made distinguished contributions to the Board, and have served at least ten years on the Board. Trustee Emeritus appointments shall be for an initial term of three (3) years, which may be renewed at the end of the initial term for an additional three (3) years, for a maximum of six (6) years. Trustees Emeriti shall receive notifications of Board meetings and university events, and may attend Board meetings (in a non-voting capacity) at the invitation of the Board. They may also be nominated to serve on Board Committees.

Section 2. Powers: In addition to any and all powers conferred by applicable statutes, the Board of Trustees shall have authority as provided by general law consistent with and required for the effective fulfillment of the objectives and purposes of NJIT.¹ The Board shall have authority to delegate to Officers of the Board and Committees thereof and to Officers of NJIT, such powers not otherwise forbidden by law to be so delegated.

Section 3. Custody of Funds: The Board of Trustees shall have the custody of NJIT’s funds and securities and shall designate the depositories of such funds and securities. The Board shall also designate who shall sign checks or withdrawals on depositories and who shall transfer title to securities.

Section 4. Vacancies: Vacancies in the Board of Trustees shall be reported to the Governor of the State of New Jersey and filled by appointment as set out in Section 1 above for the unexpired term only. Recommendations by the Board to the Governor are authorized and expected.

ARTICLE III. OFFICERS OF THE BOARD AND NJIT

Section 1. Officers: The Officers of the Board of Trustees shall consist of a Chairperson and one or more Vice-Chairpersons, who shall be members of the Board and who shall be elected at the annual meeting in July and continue in office until the next annual meeting or until a successor has been elected or appointed, whichever later occurs. The Board may, in its discretion, designate a Chair-Elect to succeed to the position of Chair. There shall be a Secretary and a Treasurer to the Board, annually appointed by the Board, who also may be an Officer of NJIT. There shall be a President of NJIT, a Provost, a General Counsel, and a Chief Financial Officer, and such other officers of NJIT as shall be approved and appointed by the Board, consistent with law. The President of NJIT shall be the chief executive officer to the Board, and may be the Secretary or Treasurer to the Board, but shall not be a member of the Board.

Section 2. Duties of the Officers: The duties and responsibilities of the Officers of the Board of  Trustees and NJIT shall be as follows:

1. An Honorary Chairperson of the Board, if and when appointed, shall be a former Chairperson of the Board and a member of the Board and shall perform such duties as may be specifically assigned from time to time at the direction of the Chairperson of the Board, or the Board of Trustees. 

    

2. The Chairperson of the Board shall be the chief executive officer of the Board of Trustees and shall be authorized to perform such duties as are normally incident to the office of the Chairperson of a New Jersey public corporate entity and consistent with applicable law. The Chairperson shall preside at all meetings of the Board and decide all questions of order. It shall be the Chairperson’s duty to require that the By-Laws are complied with in letter and spirit, and that the duties of the executive Officers of NJIT, are properly entered into and executed. The Chairperson shall, for and on behalf of the Board and NJIT, sign all instruments, contracts, evidence of indebtedness, diplomas and other documents authorized by the Board. The Chairperson may, when and where formally authorized by the Board, delegate such duties to the President of NJIT, or such other Officers at NJIT as determined prudent to act on the Chairperson’s behalf. The Chairperson of the Board shall also perform such other duties as these By-Laws shall hereafter prescribe or as may be, from time to time, delegated to the Chairperson by the Board. 

    

3. A Vice Chairperson of the Board of Trustees, in case of absence or disability of the Chairperson of the Board, shall perform the duties of the Chairperson of the Board. In the absence or disability of both the Chairperson of the Board and Vice Chairperson, the Board shall appoint a Chairperson pro-tempore who shall perform the duties of the Chairperson of the Board. 

    

4. The President of NJIT shall be the chief executive and administrative officer of NJIT. It shall be the President’s duty to execute and make effective the policies, orders, decisions and other acts of the Board of Trustees in administering NJIT. The President shall also have such authority and perform such duties as may be delegated or conferred by the Board or by the Chairperson of the Board. The President shall attend all regular meetings of the Board, unless excused by the Board. 

The Board is vested with the authority to appoint and fix the term of office of the President. Presidential search procedures shall be conducted in accordance with the Board’s statutory authority to appoint the President and to determine the President’s duties, pursuant to N.J.S.A. 18A:64E-18(g). The Board adopts the Presidential Search and Selection Guidelines. When a vacancy occurs, the Board shall review the guidelines and may modify the selection process. The complete guidelines are contained in the Board Handbook. 

5. The Provost and Executive Vice President for Academic Affairs shall be the chief academic officer of NJIT and shall be responsible for all matters related to the academic and research operations, academic and educational policies, and curriculum and research programs of the university. The Provost and Executive Vice President for Academic Affairs shall also be charged with strategic academic planning, oversight of faculty and other academic appointments, the university’s research enterprise, and will have other such duties as prescribed by the Board and President. 

6. The General Counsel and Senior Vice President for Legal Affairs (“General Counsel”) shall serve as the Secretary, unless otherwise prescribed by the Board. The General Counsel and Secretary shall attend all meetings of the Board of Trustees, unless excused by the Board and, as Secretary, shall keep accurate records of meetings. The Secretary shall transmit to each Trustee, a copy of the minutes of all meetings of the Board, and make same available to the public as appropriate and consistent with New Jersey’s Open Public Meetings Act. The Secretary shall give notice to the members of the Board of all meetings of the Board. The Secretary shall be the custodian of records, books, deeds, contracts, documents and papers of the Board. The Secretary shall attest, by his or her signature, all instruments, contracts and documents executed by the duly authorized Officers of the Board on behalf of and in the name of NJIT or the Board. The Secretary shall have custody of the corporate seal and be responsible for its proper use in authenticating documents. The General Counsel shall serve as the chief legal officer for NJIT, and shall be responsible for and have oversight over all of the legal affairs of the university. The General Counsel shall represent the university in legal matters, provide legal counsel to NJIT and the Board, engage outside counsel, and will have other such duties as prescribed by the Board and President. 

    

7. The Treasurer shall be the Senior Vice President for Finance and Chief Financial Officer of NJIT, unless otherwise prescribed by the Board. The Treasurer shall have responsibility for maintaining complete and accurate accounts or receipts and disbursements of NJIT and for assuring that all money and other valuable effects are deposited as designated by the Board of Trustees. The Treasurer shall make an annual report at the annual meeting and submit at each regular meeting a summary statement in writing of receipts and disbursements and of such changes as may have been made in the invested funds of securities of NJIT. The Senior Vice President for Finance and Chief Financial Officer shall be the chief financial, budgeting, and accounting officer of NJIT, and will have other such duties as prescribed by the Board and President.

ARTICLE IV. COMMITTEES OF THE BOARD

Section 1. Standing and Special Committees: The Board of Trustees may create such standing and special committees as the Board from time to time shall deem appropriate In consultation with the President of NJIT, the Board of Trustees and the Chairperson shall appoint the members of all standing and special Committees and liaisons to  the Board of Directors Committees and designate the Chairpersons of such Committees at each annual meeting. The Chairperson shall also appoint undergraduate or graduate students of NJIT (hereinafter “students”) who meet all eligibility requirements (Student Committee Members) to serve on certain Committees, as set forth in these bylaws. The Chairperson shall retain the discretion to appoint such Student Committee Members who have been recommended by the Student Senate. The Chair shall fill vacancies in all standing and special Committees and liaison positions as they arise. Unless and until otherwise provided for in these bylaws, there shall be the following standing committees:

1.   Executive Committee – The Executive Committee consists of the Chair, the Chair Elect and the Vice-Chair(s) of the Board. The Executive Committee may act, if necessary, on behalf of the Board, subject to subsequent ratification of the Board and consistent with the Open Public Meetings Act. The Executive Committee is responsible for oversight of governmental relations, personnel, executive compensation and strategic and long-range planning. The Executive Committee shall also serve as the Compensation Committee, having the responsibility to establish and evaluate the compensation and performance measures for the President, Vice-Presidents and other senior administrators of the university. ​ 

   1.   Buildings and Grounds Committee – The Buildings and Grounds Committee considers and makes recommendations to the Board concerning campus master planning, and facilities planning, including property acquisition, new construction and renovation, and landscaping. Two Student Committee Members may be appointed to serve on the Buildings and Grounds Committee for a one year term that coincides with the Fiscal Year. The Student Committee Members must recuse themselves from, or be excused from discussion related to personnel, contract negotiations, transactions related to real property or investments, and matters falling within the attorney-client privilege.

2.   Academic Affairs and Research Committee – The Academic Affairs and Research Committee is responsible for matters concerning the quality of education and research mission of the university. Regarding education, the committee makes recommendations to the Board pertaining to the teaching and learning environment as well as the academic programs and curricula aiming to promote students' academic success, personal development, positive experience, and satisfaction. Student enrollment and support services are also considered. Regarding research, the

committee reviews and discusses substantive issues pertaining to research, scholarship, creative work, and business and technology development. Of particular interest are ensuing appropriate institutional policies in support and recognition of faculty work, adequate infrastructures, and relevant services for all types of scholarly activities at the university. In addition, the committee assesses progress towards the implementation of the strategic plan. Sub-committees of the Academic Affairs and Research Committee may be formed as appropriate to respond to emerging demands within the scope of committee oversight. Two Student Committee Members may be appointed to serve on the Academic Affairs and Research Committee for a one year term that coincides with the Fiscal Year. The Student Committee Members must recuse themselves from, or be excused from discussion related to personnel, contract negotiations, transactions related to real property or investments, and matters falling within the attorney-client privilege.

1.4  Audit and Finance Committee – The Audit and Finance Committee assists the Board in its financial and regulatory compliance oversight. This Committee considers and makes recommendations to the Board concerning the annual budget, audit results, risk analysis, financial commitments and transactions requiring Board approval, including borrowing, consistent with the Audit Committee Charter. The Audit and Finance Committee shall also serve as the liaison for receiving the independent auditor’s report. The Chairperson of the Committee shall have accounting or related financial management expertise and the Board shall endeavor to ensure that a majority of the members of the committee shall have such expertise. Two Student Committee Members may be appointed to serve on the Audit and Finance Committee for a one-year term that coincides with the Fiscal Year. The Student Committee Members must recuse themselves from, or be excused from discussion related to personnel, contract negotiations, transactions related to real property or investments, and matters falling within the attorney-client privilege.

1.5  Nominating Committee – The Nominating Committee recommends to the Board candidates for officers of the Board to be elected or appointed. Additionally, the Nominating Committee makes recommendations to the Board of potential members of the Board to be recommended to the Governor for appointment to the Board. On an annual basis, a Committee composed of the President, the Board Chair and the Chair of the Nominating Committee shall review candidates for honorary degrees, and make recommendations based on the principles set forth, which shall be sent to the Chairs of the Academic Affairs and Research Committee and the Development and Alumni Relations Committee for their review and recommendations to the full Board of Trustees for approval.

1.6  Committee on Student Affairs – The quality of campus and student life is of utmost importance to the overall success of our students. While many units on campus provide opportunities for active participation outside the classroom, it is the Senior Vice Provost for Academic Affairs and the Vice President for Student Affairs and Dean of Students that provide leadership in this area. Its mission is to continually assess and improve the quality of the student experience in programs, services, activities and facilities as they impact the sense of community, recruitment, learning, student welfare, engagement, retention, and graduation. Its objectives are to cultivate a courteous and welcoming campus climate, enhancing student leadership, satisfaction, and success. The Committee on Student Affairs develops a service-focused message for all staff and faculty following the systematic examination of current practices. It examines and modifies university academic and non-academic policies, procedures and practices lending consistency and fairness to the continuing process of improving campus life. The Committee on Student Affairs expanded a service center to promptly address student questions and direct students to appropriate offices as needed, streamlining and tracking efforts to meet students’ needs. It has also facilitated sustainable and supported campus events and experiences such as athletics, and academically oriented teams like debating and chess, engaging the entire university community and enhancing campus and student life. Finally, the Committee on Student Affairs continually monitors campus security to provide a safe environment for students. Two Student Committee Members may be appointed to serve on the Committee on Student Affairs for a one-year term that coincides with the Fiscal Year. The Student Committee Members must recuse themselves from, or be excused from discussion related to personnel, contract negotiations, transactions related to real property or investments, and matters falling within the attorney-client privilege.

1.7  Joint Committee on Investments – The Joint Committee on Investments oversees the joint investment portfolio of NJIT and the Foundation at NJIT and reports on an annual basis to the Board on the performance of the investments and makes recommendations to the Board concerning management of the Investment portfolio, as required by the Board. In emergent situations, the Joint Committee on Investments may take immediate action as necessary and prudent, in which case the Board of Directors will be informed as soon as possible of the actions taken for their consideration and/or possible ratification. Similarly, the Board of Trustees shall be informed of such actions as soon as possible. The Board directs members of the Joint Committee on Investments who are members of the Board of Trustees to represent the consensus of the Board on the Joint Committee on Investments. A member of the Audit and Finance Committee shall serve on the Joint Committee on Investments, in addition to one or more members who may be appointed by the Chairperson of the Board of Trustees.

1.8  Governance, Compliance, and Risk Committee – The Governance, Compliance, and Risk Committee will assist the Board in reviewing the university’s compliance obligations with applicable laws, regulatory requirements, and policies. Additionally, the Governance, Compliance, and Risk Committee will review and oversee the efficacy and independence of the university’s compliance program and risk management. The Governance, Compliance, and Risk Committee also oversees matters directly affecting the governance of the university, including the periodic review and update of the Board bylaws.

1.9  Gateway Committee –This Committee, in coordination with the Building and Grounds Committee, reviews and makes recommendations to the Board concerning actions in support of the NJIT Gateway Development Plan. This includes review of specific property development plans within the Gateway area and the overall impact of such plans on the Gateway area, as well as designation of property developers. The Committee shall also review and make recommendations regarding the acquisition and development of property by third party developers, as well as assess the progress of such development.

The Standing Committees shall be advisory in nature and shall have no authority to take any action on behalf of the Board of Trustees. They shall make proposals and recommendations concerning their respective spheres to the Board for its consideration.

Section 2.  Trustee Liaisons

There shall be liaisons appointed to the Board of Directors of the Foundation at New Jersey Institute of Technology to the following Board of Directors Committees: Development & Alumni Relations and Strategic Communications and Marketing Committee. These appointments shall be made by the Chairperson of the Board as set forth in Section 1.

ARTICLE V. MEETINGS OF THE BOARD OF TRUSTEES

Section 1. Meetings and Notice of Meetings: Regular meetings of the Board of Trustees shall be held at least four (4) times per year, unless as any meeting members of the Board vote to cancel or postpone a future scheduled meeting. The time and place of the meetings shall be set by the Board. Notice of the regular meetings, naming the time and place thereof shall be given by the Secretary by mail to every member at their last known address at least one (1) week in advance of the scheduled meeting, and shall be noticed to the public in accordance with the New Jersey Open Public Meetings Act.

Section 2. Annual Meeting: The regular July meeting of the Board of Trustees shall be the annual meeting of the Board, unless and until such other time as the Board may designate, as properly noticed and scheduled.

Section 3. Special Meetings: Special meetings of the Board of Trustees may be called by the Chairperson, Vice-Chairperson, or by any three (3) Trustees on at least forty-eight (48) hours notice to each Trustee, and the public, disclosing the time, date and location of the meeting, and its agenda to the extent known and whether formal action is contemplated at the meeting.

Section 4. Nominating Committee: By April 1^st of each year, the Chairperson of the Board of Trustees shall appoint a Nominating Committee of the Board which shall, not less than thirty

(30) days before the date of the annual meeting in July, cause to be distributed to the members of the Board a report recommending candidates for office to be elected or appointed at the annual meeting. Nominations from the floor shall nevertheless be permitted at the annual meeting. Members of the Nominating Committee shall be eligible for nomination as officers of the Board.

Section 5. Quorum: A quorum shall consist of a majority of the filled, constituted membership of the Board of Trustees. All decisions of the Board shall require a quorum and must be made by majority vote of the members of the Board present.

Section 6. Order of Business: The order of business at all regular or special meetings of the Board of Trustees shall be consistent with the mandates of the Open Public Meetings Act.

ARTICLE VI. AMENDMENTS

Any By-Law of the Board of Trustees may be amended or repealed by a vote of a majority of all members of the Board, notice thereof having been given to the members of the Board at least one

(1) month before being acted upon, provided, however, that the requirement of one (1) month’s notice may be suspended by the unanimous vote of the members of the Board attending a meeting at which a quorum is present.

ARTICLE VII. INDEMNIFICATION OF TRUSTEES AND OFFICERS

Each Trustee of the Board, or Officer, now or hereafter serving on the Board of Trustees, or on behalf of NJIT, or serving any other organization or entity at the request of the Board because of NJIT’s interest therein, or their heirs, executors, administrators and any other legal representative of any such Trustee or Officer, shall be indemnified and held harmless by NJIT from and against all costs and expenses which may be imposed upon or reasonably incurred by the Trustee or Officer in connection with or resulting from any claim, action, suit or proceeding in which the Trustee or Officer may be involved by reason of the Trustee or Officer being or having been a Trustee or Officer of the Board, or of any such other organization or entity, whether or not the Trustee or Officer continues to be a Trustee or Officer at the time such costs and expenses are imposed or incurred. The right to indemnification set forth in this Article is subject to the terms of the University Policy on Indemnification.

ARTICLE VIII. ACTION IN THE EVENT OF EMERGENCY

Section 1. Powers and Duties of Officers: In the event of a national emergency declared by the President of the United States or the person or persons performing their functions, which emergency prevents, affects or may prevent or affect normal operations, the Board of Trustees shall have the power, in the absence or disability of any of the officers of NJIT or upon the refusal of any Officer to act, to delegate and prescribe such Officer’s powers and duties to any other Officer or to any Board member or person employed by the Board for that purpose.

Section 2. Powers and Duties of Board Members: In the event of a state of disaster of sufficient severity to prevent or seriously affect the conduct or management of the affairs and business of NJIT by the Board of Trustees and Officers as contemplated by the By-Laws, any two (2) or more available members of the Board shall have the power and authority vested in the Board for the conduct of the affairs and business of NJIT during the period when it is impossible to conduct such business in the normal way.

Section 3. Succession of Officers: The Board of Trustees shall from time to time determine the succession and authority with respect to the management of NJIT in the event that, due to such emergency, any Officer is unable to assume or to continue the Officer’s normal executive duties or cannot be located.

ARTICLE IX. MISCELLANEOUS

Section 1. Gender Neutrality: All reference in these By-Laws to one gender designate either gender as appropriate to the incumbent.