DREXEL UNIVERSITY CHARTER OF FACULTY GOVERNANCE
Effective Date: September 30, 2015 Download PDF
ARTICLE I. PREAMBLE
A university is formed around a community of scholars dedicated to the pursuit and transmission of knowledge and understanding. Each member of the community must bring to the common endeavor a high degree of commitment, including the obligation to participate in its governance activities. Faculty governance is an essential right and responsibility of a scholarly community. It is a means of self-determination and self-regulation; through duly constituted legislative processes, it provides for the exercise of the faculty’s fundamental role in decisions that affect the academic life of the institution, the protection of legitimate faculty aspirations, the implementation and preservation of academic standards, and the promotion of the welfare of students. Because a university is a complex entity, the tasks of governance must be diversely apportioned and delegated, but the interdependence and cooperation of administration, faculty, and governing board are essential to legitimate and effective governance. This document establishes the framework for faculty participation in the governance of Drexel University. The documents of faculty governance include this Charter, the Bylaws of the Faculty Senate, and any Protocols of Understanding that may be developed and/or amended as described herein. The Bylaws of the Faculty Senate define operational matters such as membership, operations, and procedures of the Faculty Senate beyond those defined in the Charter of Faculty Governance.
ARTICLE II. THE FACULTY
2.1 The faculty of the University (collectively, the “University Faculty”), as defined herein, consists of the President, the Provost, the Senior Vice Presidents, Vice Presidents, and other administrators only if any of the foregoing hold professorial appointments and the academic Deans, the professors, the associate professors, the assistant professors, and the instructors, whether serving in teaching, research, clinical or administrative appointments, whether tenured, tenure-track, or non-tenure-track, whether serving part-time (including adjunct faculty presently serving) or full-time, and whether in an active or an emeritus capacity. The President of the University is the presiding officer of the University.
2.2 The voting members of the University Faculty are only those tenured and tenure-track faculty members or full-time faculty members who: (1) hold the rank of professor, associate professor, assistant professor, senior instructor, or instructor (including teaching, research, and clinical appointments), and do not hold the title of President, Provost, Vice Provost, Vice President or equivalent position in the University, (2) serve full-time in their appointments at Drexel University and (3) devote at least half-time to teaching, research, clinical education, or other academically-related duties. Faculty members with less-than-annual appointments (including adjunct faculty members) are not voting members of the University. Voting members of an Academic Unit must hold at least half-time appointments in that academic unit. “Academic Unit” means a college, school, center or institute of the University that awards an academic degree or certificate. A voting member of the University who holds half-time appointments in two academic units shall designate in writing one academic unit in which to exercise his/her voting privileges. A voting member of the University Faculty who holds appointments of other proportions in two Academic Units shall exercise his/her voting privileges in the Academic Unit with the majority proportioned appointment.
ARTICLE III. RESPONSIBILITIES OF THE FACULTY
3.1 The University Faculty is authorized by the Board of Trustees to formulate rules and regulations directly governing such matters as the establishment or dissolution of all colleges, schools, departments, or any entity which offers courses and degrees (either on-campus or off-campus), or any change in mode or venue of offering courses and degrees, and the establishment or dissolution of all degree programs (See the Protocol of Understanding titled, “Rules and Regulations for Program Initiation, Review, Change, and Termination.”); curriculum; admission standards; scholastic standards; examination and testing programs; the award of student honors; and the approval of candidates for earned degrees. Such rules and regulations are subject to final approval by the President and, where appropriate by virtue of the University’s Charter and the Board’s bylaws, the Board of Trustees.
3.2 The University Faculty is authorized by the Board of Trustees to advise and make recommendations to the President in the spirit of collegial responsibility on the formulation of policies and decisions regarding University development and welfare. The subjects of the advice and recommendations include policies related to the appointment, retention, promotion, and tenure of faculty; the appointment of administrative and academic officers; faculty duties and prerogatives; the institution or elimination of colleges, schools, departments, independent centers and institutes, and degree programs (whether on-campus or off-campus); the merger of colleges and/or schools; student responsibilities and discipline; the setting of fund-raising priorities for development and academics; the formulation of priorities and review of the annual operating budget of the University; the development and expansion of the campus; and the expression of University views on matters of public concern. The President is pledged to work toward consensus with the faculty on these matters. The provisions of this Section are subject to Article XIV hereafter.
3.3 To enable the University Faculty to fulfill its responsibilities in making recommendations on policies and decisions regarding University development and welfare as enumerated above, the President, the Administration (defined as the Provost and/or other relevant Senior Vice Presidents), and the Board of Trustees will inform the University Faculty, following agreed-upon procedures, of new initiatives and priorities, including the proposed annual budget, in a timely and comprehensive manner. The University Faculty, through its Faculty Senate, will complete its recommendations in a timely manner and forward them to the President.
3.4 In order to exercise these responsibilities, the University Faculty herein establishes its own organization and rules of procedure through a Faculty Senate and a University Assembly.
ARTICLE IV. THE FACULTY SENATE
4.1 The Faculty Senate (hereafter, “the Senate”) shall be the legislative and executive agency of the University Faculty. The Senate is empowered to legislate in academic matters and to advise and make recommendations to the President in those areas of collegial governance enumerated in Article III, above.
4.2 The Senate may establish standing and ad-hoc committees, and membership on such committees shall not be limited to Senators. The Senate may adopt resolutions in its own behalf and may enact and amend its own Bylaws. The Senate shall act upon petitions, resolutions, recommendations, or legislation submitted by its own members, its own committees, by the faculty of any academic unit, by the President, or by a Senior Vice President, and pertaining to the academic governance or general welfare of the University. The Senate shall conduct a formal review of the annual operating budget prior to its submission to the Board of Trustees. If the President cannot accept the Senate’s advice or recommendations on these matters, the Senate and the President shall attempt to achieve consensus.
ARTICLE V. OFFICERS OF THE FACULTY SENATE AND THEIR DUTIES
5.1 The Senate shall biennially elect three Officers: a Chair, a Vice-Chair, and a Recording Secretary, from among the voting members of the newly formed Senate at the first regular meeting of the Senate, following the election of new Senators.
5.2 The Chair of the Senate shall preside at all meetings of the Senate and shall sign the official copies of all Senate actions. He/she shall serve as a member of the Executive Council of the President, the Dean’s Council of the Provost, and the Executive Budget Committee of the University, or at meetings of equivalent bodies, if otherwise named.
5.3 The Chair, Vice-Chair, and Recording Secretary of the Senate shall meet regularly (at least twice per academic quarter) with the President in order to maintain communication concerning issues of concern to the faculty and to facilitate cooperation between the Administration and the Faculty. Such meetings of the Senate Officers with the President are for informational purposes and shall not be construed to represent consultation with the Senate. Such consultation is a formal procedure which requires the full discussion and consent of the Senate, as the elected representatives of the University Faculty.
5.4 At all regular and special meetings, the Senate shall function as a large assembly. The Chair of the Senate shall typically refrain from participating in discussions of pending questions and her/his vote shall only be cast as a tiebreaker.
5.5 The Chair and/or Vice-Chair, together with at least one other member of the Senate, shall represent the faculty at all meetings of the Board of Trustees. The Chair or Vice-Chair shall represent the Senate at all meetings of the Executive Committee of the Drexel University Board of Trustees.
5.6 The Vice-Chair of the Senate shall preside at meetings of the Senate and of the Steering Committee in the absence of the Chair. The Vice Chair of the Senate shall serve as the Chair of the Nominations Committee of the Senate.
5.7 The Recording Secretary shall preside at the meetings of the Senate and the Steering Committee (see Article VII) in the absence of the Chair and Vice-Chair. The Recording Secretary shall prepare all ballots and keep all records of the Senate, including the website, and shall prepare and distribute all minutes and materials for Senate elections and for referenda of the University Faculty. The Recording Secretary shall record the results of all such elections and referenda.
ARTICLE VI. PROCEDURES AND ACTIONS OF THE FACULTY SENATE
6.1 The Provost, the Senior Vice Presidents of the University, and the University General Counsel shall be considered ex-officio members of the Senate and shall have floor privileges with the exception of offering or voting upon motions. The President may request to address the Senate at the opening of any Senate meeting and to present such reports and information as may concern the University Faculty.
6.2 Meetings of the Senate shall be open to the University Faculty, members of the administration, students, and interested members of the public. Agenda and minutes of such meetings shall be distributed to all members of the University Assembly (see Article XIII, below).
6.3 Floor privileges and voting privileges are extended to Senators, as specified in the Bylaws of the Faculty Senate. Other interested persons present at a Senate meeting may ask the Chair for floor privileges on specific agenda items and the Chair will rule.
6.4 Actions within the purview of the Senate include: (1) creating rules and regulations and advising and recommending on fulfillment of the powers granted under Article III, subject to the approval of the President and, where appropriate, the Board of Trustees; (2) reviewing the implementation of decisions made under Section 3.1, above; (3) reviewing the annual operating budget; (4) creating or amending the Bylaws of the Faculty Senate, subject to review by and discussion with the President (representing the Administration), before voting by the Faculty Senate; (5) holding hearings on questions of general faculty concern; and (6) establishing standing or ad-hoc committees to report as instructed to the Senate.
6.5 In the areas in which the University Faculty has the responsibility to formulate rules and regulations and to advise and make recommendations to the President (see Article III), legislative actions of the Senate shall require the written concurrence of the President. The Recording Secretary of the Senate shall prepare and the Chair shall transmit to the President all such legislation within ten working days of its passage for his or her concurrence. The President shall normally respond within thirty working days and shall transmit instructions for action on approved legislation to all appropriate administrators. In the case of non-concurrence, the President shall transmit to the Senate a written statement of exception to the legislation as proposed. A joint committee consisting of representatives of the Steering Committee and of the President and other academic or administrative officers as may be appropriate shall attempt to resolve the differences expressed. The Chair shall report to the Senate on all changes agreed upon, and these changes shall be subject to confirmation by the Senate. If no agreement can be reached, the matter shall be referred to the Steering Committee and/or the Senate for recommendation. In the event that the Senate and the President do not reach agreement, the matter shall be referred to the Academic Affairs Committee, on behalf of the Board of Trustees, for final resolution.
6.6 Protocols of Understanding among various parties shall be attached to the Charter, with the
power of rules. The approval or removal of, or change to, a Protocol of Understanding represents an amendment to the Charter of Faculty Governance and follows the procedures detailed in Article XV of the Charter.
ARTICLE VII. THE STEERING COMMITTEE OF THE FACULTY SENATE
7.1 The Steering Committee shall be composed of the Chair, the Vice-Chair and the Recording Secretary of the Senate and the chairs of the standing committees of the Senate. Whenever the membership of the Steering Committee is such that an academic unit is not represented, the Senators of that academic unit shall elect one of their number to the Steering Committee. If a member of the Steering Committee cannot attend a meeting, he/she shall designate an alternate, under these terms:
i. If the absentee serves on the Steering Committee as chair of a standing committee, the alternate must be another Senator from that committee.
ii. If the absentee serves on the Steering Committee as an academic unit representative, the alternate must be another Senator or elected alternate from that academic unit. The newly elected members of the Steering Committee shall assume office on the first day of September of the next academic year. To be eligible for membership (either as a member or as an alternate) on the Steering Committee, the individual must be a tenured faculty member or hold the rank of Associate Professor or higher.
7.2 The Steering Committee shall be the committee of reference for the establishment of Senate standing or ad-hoc committees, for any subcommittees or task forces needed by Senate committees, and for appointments of representatives of the Senate not otherwise specified in this Charter. The Steering Committee shall coordinate the decisions and actions of the various committees of Senate, shall forward the recommendations of these committees to Senate for approval, and shall serve as an information clearinghouse for the constituent collegial faculties and other University personnel. The Steering Committee shall monitor requests for faculty opinion or action coming from administrative officers of the University, and shall monitor issues arising within the University which fall within the scope of responsibilities given to faculty under the Charter, and shall refer these matters, as appropriate, to Senate committees for study and response. The Steering Committee shall monitor the implementation of legislation and recommendations approved by Senate and transmitted to the President in accordance with Section 6.5 of the Charter. Instances of inappropriate implementation shall be reported to Senate and to the President, to be redressed by new Senate legislation or by administrative action.
7.3 The Steering Committee shall interpret the Charter of Faculty Governance subject to review by the Senate and subject to the concurrence of the President. Where differences of interpretation cannot be resolved, the Academic Affairs Committee of the Board of Trustees shall, upon representation from both parties, determine the interpretation to be adopted. Whenever changes to the Charter are required, the Steering Committee shall appoint an ad-hoc Charter Review Committee from its members or from among Associate and Full Professors to prepare proposed amendments to the Charter and coordinate their approval by the Senate, Assembly, Administration, and Academic Affairs Committee of the Board of Trustees, as appropriate.
7.4 The Steering Committee shall be responsible for monitoring the University’s compliance with the Charter of Faculty Governance and shall report to the Senate on any matters of concern to the University Faculty.
7.5 The Steering Committee shall be responsible for communicating all Senate activities and any other important matters to the entire university community, on a regular basis.
7.6 The Steering Committee shall prepare the agenda for Senate meetings. It shall include in the agenda its own recommended items as well as any recommendations or resolutions within the purview of the Senate submitted in writing by (1) the Standing Committees and other committees of the Senate; (2) the University Assembly; (3) ten percent of the voting members of the University Faculty; (4) the various collegial assemblies; (5) duly constituted organizations of the student body; and (6) the administrative officers of the University. The Steering Committee may, at its discretion, invite formal or informal presentation of such recommendations or resolutions before the establishment of the Senate agenda.
7.7 The Steering Committee shall not alter proposals or presentations forwarded for Senate action without the authorization and consent of the originating bodies. The Steering Committee may, however, transmit to the Senate such proposals and presentations with a positive or negative recommendation, or with an alternate proposal.
7.8 Meetings of the Steering Committee shall normally be open to all members of the Drexel University community.
7.9 The Recording Secretary of the Senate shall prepare minutes of all Steering Committee meetings and distribute them to the Senate, after they have been approved by the Steering Committee.
ARTICLE VIII. COMMITTEES OF THE FACULTY SENATE
8.1 All committees of the Senate, unless otherwise specified, shall be established by the Senate, with committee membership being determined by the Senate or by its delegated representatives.
ARTICLE IX. STANDING COMMITTEES OF THE FACULTY SENATE
9.1 The following standing committees of the Senate are hereby established. The Chair of each of the standing committees shall be elected by the members of that committee, with the exception of the Nominations Committee, for which committee the Vice Chair of the Senate shall serve as Chair.
9.2 The Nominations Committee. The Chair of the Nominations Committee shall convene the Committee during the spring term of each academic year in order to begin preparing slates of nominations for the various committee and officer positions, including Senators, alternate Senators, and representatives of the academic units on standing committees of the Senate and on University Advisory Committees, to be filled throughout the year. The Committee shall ensure that a broad representation of the faculty of each academic unit is achieved and that the procedures specified in the Bylaws of the Faculty Senate are carried out.
9.3 The Academic Affairs Committee. The Academic Affairs Committee shall be the academic policy committee of the Senate and shall monitor and review matters related to academic standards, and curriculum, and shall serve in an advisory capacity in matters related to cooperative education, and admission standards and policy. The Committee shall formulate policies and proposals to be submitted to Senate. The Committee shall serve as a liaison with appropriate administrators and administrative bodies of the University. The Committee Chair, or his/her designee, shall represent the faculty, with voice but not vote, on the appropriate University committees and councils and the appropriate committees of the Board of Trustees, including the Academic Affairs Committee. Additionally, the Committee, serving as a Committee of the whole, will advise the Executive Budget Committee and other budget process committees as appropriate about course and curriculum development across the institution to ensure that all programmatic decisions are made to maintain academic integrity and ensure proper resource allocation.
9.4 The Academic Support Committee. The Academic Support Committee shall monitor and review the academic services, quality of instructional facilities, computer services, cultural programs, and museum and library and information services of the University. The Committee shall formulate policies and proposals to be submitted to the Senate. The Committee Chair, or his/her designee, shall serve as liaison with appropriate administrative officers and councils of the University, and shall represent the faculty, with voice but not vote, on the appropriate University committees and the appropriate committees of the Board of Trustees. Additionally, one member of the Committee will serve with voice and vote on the Capital Assets Allocation Committee of the University, or at meetings of equivalent bodies, if otherwise named.
9.5 The Faculty Affairs Committee. The Faculty Affairs Committee shall be responsible for policy concerning the University Faculty as defined in Section 2.1 above. It shall monitor and review all policies and procedures as well as formulating policies and proposals and making policy recommendations on issues including but not limited to: faculty rank and welfare, faculty leave, as well as matters of professional conduct and faculty equity, equal opportunity, and affirmative action. The Committee Chair, or his/her designee, shall serve as representatives of the faculty, with voice but not vote, on appropriate University committees and councils and the appropriate committees of the Board of Trustees, including the Academic Affairs Committee and the Human Resources Committee. Additionally, one member of the Committee will serve with voice and vote on the Administrative and Support (A&S) Allocation Committee of the University, or at meetings of equivalent bodies, if otherwise named.
9.6 The Student Life Committee. The Student Life Committee shall monitor and review questions and policies concerning athletics, student financial aid, admissions, cooperative education and the quality of student life. It shall serve as liaison in these matters with the appropriate administrative offices and committees. It shall serve as the planning and policy committee of the Senate on matters of student equity, equal opportunity, and affirmative action and shall formulate policies and proposals to be submitted to Senate. The Committee Chair, or his/her designee, shall represent the faculty, with voice but not vote, on the appropriate University committees and councils and on the appropriate committees of the Board of Trustees, including the Student Life Committee.
9.7 The Budget, Planning, and Development Committee. The Budget, Planning, and Development Committee (BP&D) shall be the faculty committee of reference for all matters pertaining to the University budget and for the planning and development activities that directly impact the financial condition of the University. It shall originate and submit to the Senate for review and approval recommendations for academic policies and priorities related to the University operating budget and academic needs and priorities related to external funding. The Committee serves as a means of engaging the faculty in the annual budget deliberations by submitting recommendations on funding for strategic initiatives, especially those related to the academic enterprise, to the appropriate administrators, and it shall be responsible for presenting an analysis of the budget and any planning and development initiatives via the Steering Committee to the Senate for its review and recommendations. The Senate’s analysis, review and recommendations, subject to the approval of the full Senate, will then be forwarded in writing to the President for transmission to the Board of Trustees at each quarterly meeting of the Board Finance Committee and Academic Affairs Committee. The BP&D Committee shall serve as liaison to the Treasurer and to other appropriate administrators and administrative policy bodies of the University. The Committee Chair, or his/her designee, shall represent the faculty on the appropriate University committees and appropriate committees of the Board of Trustees concerned with the budget and with planning and development, including the Building and Properties Committee and the Finance Committee with voice but not vote. Additionally, one member of the Committee will serve with voice and vote on each of the A & S Allocation Committee and the Capital Assets Allocation Committee of the University, or at meetings of equivalent bodies, if otherwise named.
9.8 The Research, Scholarship and Creative Activity Committee. The Research, Scholarship, and Creative Activity Committee shall represent the faculty in matters pertaining to all types of research and scholarly and creative activity. The Committee is tasked to participate in the development, monitoring, and evaluation of all matters and policies related to the diverse research, scholarship and creative activities throughout the University. These policies include, but are not limited to, matters concerning intellectual property, patents, translational research, technology transfer, distribution of overhead funds, university-wide research initiatives, conflict of interest, and compliance. The Committee shall serve as liaison with appropriate administrators and administrative bodies of the University and members from the Committee shall represent the faculty on the appropriate University committees and councils. The Committee Chair, or his/her designee, shall attend meetings of the Academic Affairs Committee of the Board of Trustees with voice but not vote.
ARTICLE X. INHERENT POWERS OF THE PRESIDENT AND SENIOR VICE
PRESIDENTS TO FORM COMMITTEES
10.1 The powers devolved upon the Senate to establish committees shall not be construed to circumscribe the inherent powers of the President and the Senior Vice Presidents to establish any committees, whether of the faculty, the administration, or jointly of both, as they shall deem necessary to the administration of the University.
10.2 Whenever committees are formed to include faculty members, the President and/or the Senior Vice Presidents shall consult with the Senate in determining the charge, scope, composition, schedule, and method of operation of such committees. Such committees may be deemed to be University Advisory Committees as described in Article XII below. The details of the charge, scope, composition, schedule, and method of operation of such committees shall be filed with the Office of the Senate, in an established format.
ARTICLE XI. SEARCH COMMITTEES
11.1 Faculty representation on Search Committees for senior academic and administrative officers is crucial for the realization of shared governance, as described in Section 3.2 of the Charter of Faculty
11.2 All Search Committees for Deans/Directors of academic units shall include at least one Associate Professor or Professor (from an academic unit other than the one in which the open position exists) representing and selected by the Senate and reporting to the Faculty Affairs Committee of the Senate.
11.3 All Search Committees for senior academic and administrative leaders (at or above the rank of Vice President or Vice Provost), for the Dean of Libraries, for the Director of Co-operative Education, and for equivalent positions shall include at least one Associate Professor or Professor representing and selected by the Senate.
ARTICLE XII. UNIVERSITY ADVISORY COMMITTEES
12.1 When it is deemed important to assemble a diverse set of viewpoints and expertise to address an issue that affects the University community more broadly than can be effectively addressed by a Standing Committee of the Senate, a University Advisory Committee (UAC) may be formed. UACs are important bodies of the University that engage the broader community to provide advice in the decision-making process. UACs may be standing or ad-hoc.
12.2 A request to form a UAC may arise either from the President and/or Senior Vice President or from the Faculty Senate. Upon consultation between President and/or Senior Vice President and the Senate, such a committee may then be designated a UAC by the President and/or Senior Vice President.
12.3 Once a committee is designated a UAC, the President and/or the Senior Vice President shall consult with the Senate to determine its charge, scope, composition, schedule, and method of operation, and these details shall be filed with the Office of the Senate, in an established format.
12.4 If the President or a Senior Vice President forms a committee not deemed a UAC which includes faculty members, the administration will notify the Faculty Senate of the charge of that committee and its composition. If the Faculty Senate forms a committee not deemed a UAC which includes administrators, then the Faculty Senate will inform the administration of the charge of that committee and its composition.
ARTICLE XIII. THE UNIVERSITY ASSEMBLY
13.1 The University Assembly is the assembled body of the University Faculty. The President is the presiding officer of the Assembly and shall preside at all of its meetings. He shall be assisted by the Senate Chair during the report of the Senate. In the absence of the President, the Senate Chair shall preside. The President shall plan and arrange the agenda for the University Assembly meeting in collaboration with the Senate Chair.
13.2 The University Assembly will normally be convened by the President during the fall term of the academic year to hear the President’s report on the state of the University and plans for University development, and at least once during a subsequent term. The President shall also convene the University Assembly at the request of the Senate, the Steering Committee, or ten percent of the voting members of the University Faculty.
13.3 The University Assembly may offer resolutions on general education and research policy or pertaining to the general welfare of the University and requests for action by the Senate, provided that a quorum of sixty voting members is present. Voting on such matters shall be by written ballot.
The Chair of the Senate shall give account to the Assembly of matters referred by it to the Senate. Resolutions by the University Assembly of a memorial nature shall not require a regular quorum. The University Assembly shall annually approve the list of qualified degree candidates for graduation in the colleges and schools. The meetings shall normally be open to all members of the Drexel University community.
ARTICLE XIV. ACADEMIC FREEDOM AND ACADEMIC DUE PROCESS
14.1 All members of the faculty are guaranteed full academic freedom in the discharge of their University functions, as defined in the 1940 Statement of Principles of Academic Freedom and Tenure formulated by the Association of American Colleges and the American Association of University Professors, as amended.
14.2 The rights, duties, and responsibilities described in the Charter of Faculty Governance and its Bylaws are contractual conditions and obligations of appointment at Drexel University. Under these terms, academic due process means that all faculty evaluations shall be carried out according to the norms, criteria, and standards expressed in University policies and in consideration of relevant guidelines of the American Association of University Professors, and that their application shall be substantive at each stage of the evaluation process.
14.3 No provision of the Charter of Faculty Governance and its Bylaws shall detrimentally prejudice the rights, privileges, and status of faculty existing at the time of its adoption.
ARTICLE XV. PROVISIONS FOR AMENDING THE CHARTER
15.1 Actions amending the Charter of Faculty Governance shall require approval by a two-thirds majority at a meeting of the Senate followed by a two-thirds majority of the voting members as defined in Section 2.2 of the Charter of Faculty Governance, at a duly constituted meeting of the University Assembly. Concurrence of the President and the Board of Trustees is required. In the case of non-concurrence by the President, the procedures described in Section 6.5 of the Charter of Faculty Governance shall be invoked.
ARTICLE XVI. RESERVATION OF RIGHTS
16.1 No provisions herein shall, nor shall be deemed to, derogate from or supersede any rights, powers or duties of the Board of Trustees or the rights, powers or duties designated to the President under the Bylaws of the University, it being understood that such rights, powers and duties are expressly and fully reserved hereby.