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ORGANOGRAM

CONSTITUTION AND BYLAWS

OF THE

EVANGEL CHRISTIAN UNIVERSITY COLLEGE

BOARD OF TRUSTEES

ARTICLE I: TITLE AND MEMBERSHIP

SECTION 1: Name

The name and title of the institution shall be, “The Board of Trustees of the Evangel Christian University College (ECUC),” and also designated as when doing formal and informal conversations.

SECTION 2: Governance Mandate

ECUC shall be under the Governance of the Board of Trustees, which is hereby made a corporate body with perpetual succession of members to be chosen and appointed as herein provided in the Charter of ECUC.

SECTION 3: Composition of the Board of Trustees

The Board of Trustees shall consist of 11 members who will serve for one term of four (4) years and each, except the President, shall serve maximum terms only with good conduct.

  1. The ECUC Board shall be constituted as follows:
    1. Four nominees or representatives of the Christian Community to be appointed by the Proprietor cognizant of the vision, mission and core values of ECUC.
    1. Four nominees or representatives of the Academic Community cognizant of the vision, mission and core values of ECUC.
    1. Nomination to the Board may be based on individual professional, moral and spiritual conduct that will promote the image of ECUC;
    1. Board nomination shall be gender sensitive, making sure there is a fair female representation.
    1. The President of the College shall serve as the secretary of the Board of Trustees;
    1. The President of the Alumni Association of ECUC or a representative of the Alumni Association of ECUC designated by its President and appointed by the Proprietor.
    1. A senior government official in the locale of the College preferably the Legislator of the House of Representative who may be appointed by the Proprietor by virtue of this office or title.
    1. The Proprietor shall appoint the Chairperson and Co-Chairperson of the Board of Trustees from among its membership.
    1. ECUC shall have its President nominated by the proprietor and appointed by the Board of the College.
    1. The President shall serve as long as the Board deems necessary.
    1.  Members of the Trustees shall remain in office until their successors are appointed.
    1. All members of the Board of Trustees shall serve with due commitment and shall only be removed, replaced during his/her term due to bad testimony or misconduct that is in unconformity with the vision, mission and core values of ECUC
    1. Members of the Board of Trustees shall not receive remuneration from ECUC but shall receive reimbursements for cost incurred that are incidental to their work as members of the Board of Trustees of ECUC.

ARTICLE II: POWERS AND DUTIES OF THE BOARD OF TRUSTEES

The following duties and powers shall be discharged by the Board of Trustees of ECUC in accordance with its objectives:

  1. To design policies and regulations for the recruitment, selection and appointment/employment of faculty and administrative staff;
  1. To set and approve bench-marks for college programs of study, instructional courses, approve appropriate methodologies and measures for admission and create conducive learning environment and facilities for students; and to ensure all other matters, procedures and operations appropriately in keeping with the function of the College;
  1. To carve a seal and change same at its will and pleasure;
  1. To bestow academic honor and degrees granted by ECUC, based on the consent and through the President of ECUC;
  1. To receive gifts, grants, endowments, instruments and/or purchase or otherwise acquire real property and maintain same in consonance with the provisions herein this Constitution and to use all such properties, personal or real for, and by ECUC in a lawful manner;
  1. To solicit, sign and carry out contracts and arrangements; to loan/lease real and personal property and to make sure that all deeds, bills of sale or other instruments in writing the seal of the Board of Trustees of ECUC and such shall be considered in law as the act of the Board, when finally signed and sealed in its corporate name;
  1. To sue and be sued, to plead and be impleaded against in all actions and to indict the same as may be necessary for final judgment and to enforce in the name of ECUC.
  1. To solicit endowments and supports for the institution in an effective manner that will promote the interest of the College, for its growth, as well as, the improvement of its Faculty, Staff and Student body.
  1. To approve and ensure the appointments of Vice Presidents, Deans, and heads of various Departments and programs, including other members of faculty and Administrative and Financial staff upon the nomination by a Search Committee and the President of ECUC.
  1. To formulate/carve such by-laws, rules and regulations, and policies for its necessary governance and, as well as, that of ECUC.
  1. To properly function in accordance with the By-laws, rules and regulation of ECUC consistent with the Constitution and to ascertain the necessary and expedient acts for the administration of the affairs and attainment of the objectives and purposes of the said College.
  1. Formulate/review financial policies, verify and approve all budgetary appropriation for the smooth operation of ECUC.

ARTICLE III: MEETINGS

SECTION 1: Regular Quarterly Meeting

The regular quarterly meeting of the ECUC Board of Trustees shall be held on the second Saturday of the last month in a quarter beginning at 10:00 a. m. The first quarter meeting shall be considered the organizational meeting for review of academic calendar, appointment of officers and the administration of the Oath of Office, if not already taken.

SECTION 2: Order of Meeting

The order of business for regular meetings shall include, but not to be limited to, the following items that shall be covered in the sequence shown as far as circumstances permit:

1. Calling of meeting to order/Announcement of opening the meeting and notification regarding same;

2. Approval of minutes of prior meeting;

3. Presentation of quarterly reports/updates;

4. Committee reports;

5. Correspondence and President’s report;

8. Unfinished business;

9. New business;

10. Adjournment

SECTION 3: Special Meeting

A special meeting of the Board may be called by the Chairman (or the President in the Chairman’s absence) by giving a formal notice of the time and place of the meeting to the other members. Only such business as has been declared to be the purpose of the meeting shall be discussed at a special meeting. Special meetings are also called by the Chairman on written petition of six (6) trustees. Except in cases of emergency, at least 48 hours’ notice shall be given. When advance work by the entire Board is necessary for a particular project such as budgetary consideration and preparation, the Board may schedule a work session, provided that no formal action can or will be taken at such work sessions. Minutes shall be taken at such work sessions.

SECTION 4: Quorum for Meeting

Any seven (7) Trustees shall constitute a quorum for a regular meeting. At least seven (7) Trustees must also be present at a special meeting to constitute a quorum, subject to the provision for Special Meeting in Section 3 above.

SECTION 5: Attendance at Meeting

Trustees shall be expected to attend all meetings except as they are prevented by a valid reason.

ARTICLE IV: ELECTIONS

SECTION 1: Board Officers

Officers of the Board shall be chosen at the January organizational meeting and shall be as follows: Chairman, Co-Chairman, recording secretary and treasurer.

SECTION 2: Tenure of Officers

In accordance with the Charter, the officers of the Board of Trustees shall be elected for a 4-year term from among the appointed Trustees.

ARTICLE V: MEETING MINUTES

SECTION 1: First Order of Business

Minutes shall be taken at each meeting of the ECUC Board. Minutes of the preceding meeting(s) shall be considered by the Board as the first order of business of the regular meeting.

SECTION 2: Recording Motions

A copy of all motions shall be carefully recorded. The names of those who make the motions, those who second the motions, and in cases of a divided vote, individual “aye” and “nay” votes shall be recorded.

SECTION 3: Inspection of ECUC Records

All minutes of the ECUC Board meetings and all other records of ECUC shall be available to the owners and administration for inspection.

SECTION 4: Communicating Minutes

Minutes shall be mailed to each member and a copy made available at the same time to the Administration.

ARTICLE VI: OFFICERS

SECTION 1: Chairperson

The Chairperson of the Board shall preside at all meetings, appoint all committees, serve as an ex-officio voting member on all committees, authorize calls for special meetings and generally perform the duties of a presiding officer.

SECTION 2: Co-Chairperson

The Co-Chairperson shall preside in the absence of the Chairperson and assume all duties of the Chair in his/her absence.

SECTION 3: Secretary

The President of ECUC/Secretary shall keep an accurate account of all proceedings of the Board meetings.

SECTION 4: Treasurer

The Treasurer, who must be bonded, shall be responsible to see that an exact account is kept of ECUC funds and shall present bills for payment and report on ECUC funds at each meeting. The listing of bills payable is sent out in advance monthly with the minutes and agenda. The Treasurer signs all vouchers. The Treasurer and the Director sign all checks on behalf of the Board. In the absence or disability of the Treasurer, the President shall assume authority. In the absence of the director, the Assistant Director signs checks on behalf of the Board. The Treasurer shall automatically be a member of all committees involving finances.

SECTION 5: Teamwork

The ECUC Board and the President work as a team to develop the College’s goals and objectives.

SECTION 6:  The College President attends all Board meetings and serves as chief administrator on behalf of the Board. In this capacity the President is responsible for such duties as: a. carrying out policies; b. specifying duties for staff; c. supervision of staff; d. care and maintenance of college equipment and property; e. selection, acquisition and organization of books and other college materials; f. coordinating college public relations; g. informing Trustees of matters relating to college, Trustees and/or staff; h. preparing preliminary draft of budget proposal and annual report for Board approval; i. assisting Board in decisions on policies, budget and other library-related matters; j. signing all checks along with the Treasurer.

 ARTICLE VII: COMMITTEES

SECTION 1: Committees and Powers

The Chairman appoints all standing or special committees. No committee shall have other than advisory powers unless specifically granted by the Board.

SECTION 2: Standing Committees

Standing committees shall consist of: Building/Grounds; Personnel; Budget & Finance; and Policy. Committee chairs are responsible for reporting to the Board and recommending action if, and as needed.

SECTION 3: Special Committees

Special committees for the study and investigation of particular problems may be appointed by the President. Each committee will serve until the completion of the work for which it was appointed.

ARTICLE VIII: QUALIFICATIONS

SECTION 1:  General Qualifications

Trustees should possess, among others, the following qualifications: willingness to work; willingness to attend meetings; a willingness to participate in continuing education; interest in the community; interest in, and appreciation for the College’s role in the community; understanding of the various educational services.

SECTION 2: Academic and Professional Qualifications

Trustees shall, in addition to the general qualifications in Section 1 above, also possess relevant academic and professional qualifications necessary for them to execute well their respective functions. Trustees shall know well ECUC’s vision, mission and core values.

SECTION 3: Prohibitions

Board members may not in their private capacity negotiate, bid for, or enter into a contract with the ECSC in which they have a direct or indirect financial interest.

SECTION 3: Conflict of Interest

A Board member shall withdraw from Board discussion, deliberation and vote on any matter in which the Board member, an immediate family member, or an organization with which the Board member is associated or has a financial or other interest that may injure ECUC in one or many ways.

SECTION 4: Bribes

A Board member may not receive anything of value that could reasonably be expected to influence his or her vote or other official action.

ARTICLE IX: REVISIONS OF POLICY

SECTION 1: Revision Procedure

Policy may be revised at any Board meeting by resolution and a simple majority vote. Changes in policy should be introduced at least 14 days before final approval.

SECTION 2: Calendar of Review

A regular calendar of policy review is established annually by the Board.

SECTION 3: Fiscal Year

The Board of Trustees’ fiscal year will run from January 1 to December 31.

ARTICLE X: EXPENSES

SECTION 1: Reimbursement

The members of the ECUC Board of Trustees may be reimbursed for expenses incurred in the performance of the Board functions after prior approval by the Board. These expenses include, but are not limited to, registration for workshops, conferences and seminars, memberships in college-related organizations, and travel expenses incurred attending college meetings, conferences, etc.

Section 2: Reimbursement Limits

The amount to be reimbursed to a Trustee shall not exceed $US _______ or its $L equivalent for any particular event or period.

Section 3: Reimbursement Request

Trustees requesting reimbursement shall fill out an “ECUC Reimbursement Form” with the stated amount to be reimbursed and accompanied by receipts for expenses for which a receipt is necessary and desired.

ARTICLE XI: GRIEVANCES

Section 1: Conflict

Conflicts between and among ECUC Trustees, on the one hand, and between Trustees or the Board as a whole and the ECUC President or an ECUC officer, shall constitute grievance for which to seek resolution.

Section 2: Resolution

The Board as a whole or in part, shall strive to mediate in all situations of conflict and seek the best possible resolution in the spirit of Christian love and Biblical teachings.

Section 3: Grievance Committee

When necessary, the Board shall set up a “Grievance Committee” to study conflict situations and seek amicable resolutions.